An Act to make a law for the government of the Australian Capital Territory in relation to corporations, securities and the futures industry, and for other purposes
Part 1—Preliminary
1 Short title
This Act may be cited as the Corporations Act 1989.
2 Commencement
(1) Subject to this section, the provisions of this Act commence on a day or days to be fixed by Proclamation.
(2) This Part commences on the day on which section 6 of the Corporations Legislation Amendment Act 1990 commences.
3 Object
(1) The object of this Act (other than Part 8) is to make a law for the government of the Australian Capital Territory in relation to corporations, securities, the futures industry and some other matters.
(2) This Act has effect, and is to be interpreted, accordingly.
(3) Despite subsection (1) of this section and subsection 8(1) of this Act, neither this Act nor the Corporations Law of the Australian Capital Territory is, for the purposes of subsection 22(3) of the Acts Interpretation Act 1901, an Act providing for the administration or government of a Territory.
4 Interpretation
(1) In this Act, unless the contrary intention appears:
applicable provision, in relation to a jurisdiction, means a provision of:
(a) the Corporations Law, or Corporations Regulations, of that jurisdiction; or
(b) the ASIC Law, or ASIC Regulations, of that jurisdiction; or
(c) in the case of the Capital Territory—a Commonwealth law as applying, of its own force or because of another Commonwealth law, in relation to:
(i) an offence against; or
(ii) an act, matter or thing arising under or in respect of;
a provision that, because of any other application or applications of this definition, is an applicable provision of the Capital Territory or any other jurisdiction; or
(d) in the case of a jurisdiction other than the Capital Territory—a Commonwealth law as applying, because of a law of that jurisdiction, in relation to:
(i) an offence against; or
(ii) an act, matter or thing arising under or in respect of;
a provision that, because of any other application or applications of this definition, is an applicable provision of that or any other jurisdiction.
ASIC Law and ASIC Regulations have the meaning provided for by Division 2 of Part 1 of the Australian Securities and Investments Commission Act 1989.
Capital Territory means the Australian Capital Territory and the Jervis Bay Territory.
Commonwealth administrative laws means the provisions of the following Acts:
(a) the Administrative Appeals Tribunal Act 1975;
(b) the Administrative Decisions (Judicial Review) Act 1977;
(c) the Freedom of Information Act 1982;
(d) the Ombudsman Act 1976;
(e) the Privacy Act 1988;
and the provisions of the regulations under those Acts.
Commonwealth law means any of the written or unwritten laws of the Commonwealth, including laws about the exercise of prerogative powers, rights and privileges, other than the Corporations Law of the Capital Territory, the ASIC Law of the Capital Territory or provisions prescribed by regulations under section 73.
jurisdiction means a State or the Capital Territory.
modifications includes additions, omissions and substitutions.
State includes the Northern Territory.
Territory does not include the Northern Territory.
(2) For the purposes of this Act, the Jervis Bay Territory is taken to be part of the Australian Capital Territory.
Part 2—The Corporations Law, and the Corporations Regulations, of the Capital Territory
5 Application in the Capital Territory of the Corporations Law
The Corporations Law set out in section 82 as in force for the time being:
(a) applies as a law for the government of the Capital Territory; and
(b) as so applying, may be referred to as the Corporations Law of the Capital Territory.
6 Application of regulations in force under section 22
(1) The regulations in force for the time being under section 22:
(a) apply as regulations in force for the purposes of the Corporations Law of the Capital Territory; and
(b) as so applying, may be referred to as the Corporations Regulations of the Capital Territory.
(2) Subject to subsection (3) of this section, where regulations under section 22 are expressed to take effect from a specified day that is earlier than the day when they are notified in the Gazette under subsection 48(1) of the Acts Interpretation Act 1901, subsection (1) of this section has effect, and is taken always to have had effect, as if those regulations had taken effect from the specified day.
(3) To the extent that a provision of the Corporations Regulations of the Capital Territory is taken because of a particular application of subsection (2) to have effect, or to have had effect, before the day of notification of the regulations referred to in that subsection, the provision does not operate so as to:
(a) affect a private person’s rights as at that day so as to disadvantage that person; or
(b) impose a liability on a private person in respect of anything done or omitted to be done before that day.
(4) In subsection (3):
private person means a person other than:
(a) the Commonwealth, a State or the Capital Territory; or
(b) an authority of the Commonwealth, of a State or of the Capital Territory.
(5) Subsection (3) does not affect any other operation that the provision has because of subsection (2) or otherwise.
(6) Since subsections (3), (4) and (5) deal differently with the topic dealt with by subsection 48(2) of the Acts Interpretation Act 1901, that subsection does not apply in relation to regulations under section 22 of this Act.
7 Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of the Capital Territory
In the Corporations Law, and the Corporations Regulations, of the Capital Territory:
Act of this jurisdiction means:
(a) in section 919, 942, 1236 or 1351 of that Law—an Act of the Parliament; and
(b) in section 111C of that Law—an Act of the Parliament or an Act or Ordinance of the Capital Territory; and
(c) otherwise—an Act or Ordinance of the Capital Territory.
the Minister for this jurisdiction means the Minister.
this jurisdiction means the Capital Territory.
8 Corporations Law of the Capital Territory taken to be an Act
(1) Except as provided in this section or as prescribed by regulations under section 73, the Corporations Law of the Capital Territory is taken for all purposes to be an Act.
(2) Part 1.2 of the Corporations Law of the Capital Territory has effect to the exclusion of the Acts Interpretation Act 1901.
(3) Subject to subsection (2), the Acts Interpretation Act 1901 as amended and in force at the commencement of this section applies, and that Act as amended and in force at any later time does not apply, in relation to the Corporations Law of the Capital Territory.
(4) The Acts Interpretation Act 1901 does not apply in relation to an application order under section 111A of that Law.
(5) An application order under section 111A of the Corporations Law of the Capital Territory is not a statutory rule within the meaning of the Statutory Rules Publication Act 1903.
9 Certain laws not to be affected by later Commonwealth laws
(1A) In this section:
reserved law means:
(a) this Act; or
(b) the Corporations Law, or Corporations Regulations, of the Capital Territory; or
(c) the ASIC Law, or ASIC Regulations, of the Capital Territory.
(1) An Act enacted, or an instrument made under an Act, after the commencement of this section is not to be interpreted as amending or repealing, or otherwise altering the effect or operation of, a provision of a reserved law.
(2) Subsection (1) does not affect the interpretation of an Act, or of an instrument made under an Act, so far as that Act provides expressly for that Act or instrument, as the case may be, to have effect despite a specified provision of a reserved law, or despite any provision of a specified reserved law.
10 Relationship between the Corporations Law, and the Corporations Regulations, of the Capital Territory and the laws of the Capital Territory
(1) In this section:
the Law means the Corporations Law, and the Corporations Regulations, of the Capital Territory.
(2) The object of this section is to avoid or resolve inconsistencies between the Law and the laws of the Capital Territory.
(3) Subject to this section, the Law has effect despite anything in a law of the Capital Territory.
(4) Regulations under section 73:
(a) may provide that specified laws of the Capital Territory have effect despite the Law or specified provisions of the Law; and
(b) may provide that the Law, or specified provisions of the Law, has or have effect with such modifications as the regulations prescribe.
(5) Regulations that are made under section 73 and take effect within 12 months after the commencement of this section may amend or repeal laws of the Capital Territory.
(6) Regulations in force because of subsection (4) or (5) have effect accordingly.
(7) Nothing in subsection (2) affects the validity of regulations purporting to be made under section 73.
11 Operation of particular Acts of the Capital Territory
(1) Section 477 of the Corporations Law of the Capital Territory has effect as provided by section 39 of the Workmen’s Compensation Supplementation Fund Act 1980 of that Territory in relation to the liquidator of a corporation that is an insurer within the meaning of that Act.
(2) Division 6 of Part 5.6 of the Corporations Law of the Capital Territory has effect subject to section 40 of the Workmen’s Compensation Supplementation Fund Act 1980 of that Territory.
(3) Part 5.7 of the Corporations Law of the Capital Territory does not apply to:
(a) a society registered under the Co‑operative Societies Act 1939 of that Territory; or
(b) a body corporate constituted under the Unit Titles Act 1970 of that Territory.
(4) An Act of the Capital Territory may provide that, where an incorporated association is being wound up under Part 5.7 of the Corporations Law of the Capital Territory, specified provisions of the Act apply, and where such an Act so provides, that Part has effect subject to the specified provisions.
(5) An Act of the Capital Territory may provide that Part 5.7 of the Corporations Law of the Capital Territory applies, subject to the modifications and adaptations prescribed by the Act, in relation to the winding up of an incorporated association, and where such an Act so provides, that Part applies accordingly.
(6) In subsection (4) or (5):
incorporated association means an association, society, institution or body incorporated under the Associations Incorporation Act 1953 of the Capital Territory.
(7) The Corporations Law of the Capital Territory has effect subject to sections 23 and 24 of the Trustee Companies Act 1947 of that Territory.
(8) Nothing in this section limits, or is limited by, anything in section 10.
Part 3—Citing the Corporations Law and the Corporations Regulations
12 Simpler citation of Corporations Law, and Corporations Regulations, of the Capital Territory
(1) The Corporations Law of the Capital Territory may be referred to simply as the Corporations Law.
(2) The Corporations Regulations of the Capital Territory may be referred to simply as the Corporations Regulations.
(3) This section has effect subject to section 14.
13 References to Corporations Law, and Corporations Regulations, of other jurisdictions
(1) This section has effect for the purposes of an Act, a law of the Capital Territory, or an instrument made under an Act or under such a law.
(2) Where a law of a jurisdiction other than the Capital Territory that corresponds to section 5 provides that the Corporations Law set out in section 82 as in force for the time being applies as law of that jurisdiction, the Corporations Law of that jurisdiction is the Corporations Law so set out, applying as law of that jurisdiction.
(3) Where a law of a jurisdiction other than the Capital Territory that corresponds to section 6 provides that the regulations in force for the time being under section 22 apply for the purposes of the Corporations Law of that jurisdiction, the Corporations Regulations of that jurisdiction are those regulations as so applying.
14 References to Corporations Law and Corporations Regulations
(1) The object of this section is to help ensure that the Corporations Law of the Capital Territory operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than the Capital Territory, constituted a single national Corporations Law applying of its own force throughout Australia.
(2) Subject to this section, a reference in an instrument to the Corporations Law, or to the Corporations Regulations, is to be taken, for the purposes of the laws of the Commonwealth and of the laws of the Capital Territory:
(a) to be a reference to the Corporations Law, or to the Corporations Regulations, of the Capital Territory; and
(b) to include a separate reference to the Corporations Law, or to the Corporations Regulations, of each jurisdiction other than the Capital Territory.
(3) Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.
(4) Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the Corporations Law, or to the Corporations Regulations, of a jurisdiction.
(5) In this section:
instrument means:
(a) an Act or an instrument made under an Act; or
(b) a law of the Capital Territory or an instrument made under such a law; or
(c) an award or other industrial determination or order, or an industrial agreement; or
(d) any other order (whether executive, judicial or otherwise); or
(e) a notice, certificate or licence; or
(f) an agreement; or
(g) an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or
(h) an indictment, presentment, summons or writ; or
(j) any other pleading in, or process issued in connection with, a legal or other proceeding; or
(k) any other document whatever.
15 Saving of citation provisions of other jurisdictions
Subject to section 14, section 12 is not intended to prevent a law of a jurisdiction other than the Capital Territory from:
(a) providing that the Corporations Law, or the Corporations Regulations, of that jurisdiction may be referred to simply as the Corporations Law, or the Corporations Regulations; or
(b) providing for how a reference to the Corporations Law, or to the Corporations Regulations, is to be interpreted for the purposes of the laws of that jurisdiction.
Part 4—Application of the Corporations Law to the Crown
16 Interpretation
To avoid doubt, a reference in this Part to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right.
17 Corporations Law of the Capital Territory
(1) Chapter 5 (except Part 5.8) of the Corporations Law of the Capital Territory binds the Crown in right of the Commonwealth, of each of the States, of the Capital Territory, of the Northern Territory and of Norfolk Island.
(1A) Chapters 6, 6A, 6B, 6C and 6D of the Corporations Law of the Capital Territory:
(a) bind the Crown in right of the Commonwealth; and
(b) do not bind the Crown in right of any State, of the Capital Territory, of the Northern Territory or of Norfolk Island.
(2) To avoid doubt, Chapter 7 of the Corporations Law of the Capital Territory does not bind the Crown in right of the Commonwealth, of any State, of the Capital Territory, of the Northern Territory or of Norfolk Island.
18 Corporations Law of other jurisdictions
(1) Chapter 5 (except Part 5.8) of the Corporations Law of each jurisdiction other than the Capital Territory binds the Crown in right of the Commonwealth, of the Capital Territory and of Norfolk Island.
(2) Chapters 6, 6A, 6B, 6C and 6D of the Corporations Law of each jurisdiction other than the Capital Territory bind the Crown in right of the Commonwealth.
19 Crown not liable to prosecution
Nothing in this Part, or in the Corporations Law, renders the Crown in any right liable to be prosecuted for an offence.
20 This Part overrides the prerogative
Where, because of this Part, a provision of a law of a State binds the Crown in right of the Commonwealth, of the Capital Territory or of Norfolk Island, the Crown in that right is subject to that provision despite any prerogative right or privilege.
Part 5—Power to make regulations for the purposes of the Corporations Law
21 Interpretation
(1) In this Part, unless the contrary intention appears:
prescribed means prescribed by the regulations.
the Law means the Corporations Law of the Capital Territory.
the regulations means the regulations made under section 22.
(2) An expression has in this Part the meaning it would have if this Part were in Chapter 9 of the Law.
22 The Corporations Regulations
The Governor‑General may make regulations, not inconsistent with this Act or the Law, prescribing matters:
(a) required or permitted by the Law to be prescribed by regulations within the meaning of the Law; or
(b) necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Law;
and, in particular, may make regulations:
(c) for or in relation to the keeping of registers by the Commission, the lodging of documents with the Commission, the registration of documents by the Commission, the time and manner of lodging or registration, and the requirements with which documents lodged or to be lodged are to comply; and
(d) prescribing forms for the purposes of the Law and the method of verifying any information required by or in those forms; and
(e) prescribing the manner in which, the persons by whom, and the directions or requirements in accordance with which, the forms prescribed for the purposes of the Law, or any of them, are required or permitted to be signed, prepared, or completed, and generally regulating the signing, preparation and completion of those forms, or any of them; and
(f) for or in relation to the convening of, conduct of, and procedure and voting at, meetings of creditors, meetings of contributories and meetings of holders of debentures, and joint meetings of creditors and members of companies, the number of persons required to constitute a quorum at any such meeting, the sending of notices of meetings to persons entitled to attend at meetings, the lodging of copies of notices of, and of resolutions passed at, meetings, and generally regulating the conduct of, and procedure at, any such meeting; and
(g) prescribing the persons by whom, and the circumstances and manner in which, proxies may be appointed and generally regulating the appointment and powers of proxies; and
(h) for or in relation to the proving of debts in the winding up of a company, the manner of proving debts and the time within which debts are required or permitted to be proved and generally regulating the proving of debts; and
(j) prescribing the manner in which a liquidator appointed by the Court may:
(i) exercise powers and perform functions under subsection 478(1) of the Law; and
(ii) exercise any powers conferred, and perform any duties imposed, on the liquidator by regulations made for the purposes of subsection 488(1) of the Law; and
(k) prescribing the manner in which a liquidator in a voluntary winding up may exercise powers and perform functions under section 506 of the Law; and
(m) prescribing times for the lodging of any documents; and
(n) for or in relation to the publication of advertisements offering the services of dealers or investment advisers or offering securities for purchase or sale, and the form and content of those advertisements; and
(p) for or in relation to the publication of advertisements offering the services of futures brokers or futures advisers or offering to deal in futures contracts, and the form and content of those advertisements; and
(q) for or in relation to the form of balance‑sheets and profit and loss statements required by the Law to be prepared by dealers or futures brokers; and
(r) for or in relation to prohibiting, or regulating the manner and extent of, the offsetting by a futures broker of dealings in futures contracts (as between dealings on the broker’s own account and dealings on behalf of a client or as between dealings on behalf of a client and dealings on behalf of another client) and, without limitation, regulating the manner of, or requiring, the making of margin calls in respect of dealings in futures contracts effected by a futures broker; and
(s) for or in relation to the furnishing to the Commission of information in addition to, or in variation of, the information contained in a prescribed form lodged with it; and
(t) for or in relation to the times within which information required to be furnished to the Commission under the Law shall be so furnished; and
(u) for or in relation to the manner in which:
(i) orders made under the Law may be served on persons affected by the orders; and
(ii) documents that are required or permitted by the Law to be served on a person may be so served; and
(w) prescribing penalties not exceeding $1,000 for contraventions of the regulations.
23 Regulations may provide for application orders to specify matters
The regulations may require or permit matters to be specified, for the purposes of the regulations, by or in application orders.
24 Scope of particular regulations
Except as otherwise expressly provided in this Act or the Law, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.
25 Power to prescribe fees
The regulations may prescribe fees (including fees that are taxes) for chargeable matters.
26 Aspects of the power to prescribe fees
(1) The regulations may provide for a fee for a chargeable matter to be determined by reference to a prescribed matter or prescribed matters, whether or not the prescribed matter, or any of the prescribed matters, has a direct or indirect connection with the chargeable matter.
(2) A fee prescribed as a stated amount shall not exceed $5,000.
(3) Two or more fees may be prescribed for the same chargeable matter.
(4) In this section:
fee includes a fee that is a tax.
27 Effect of certain provisions
Neither of section 24 and subsection 26(1) limits the generality of the other or of section 25.
28 Verifying or certifying documents
The regulations may:
(a) where documents required by or under the Law to be lodged in accordance with the Law are required to be verified or certified and no manner of verification or certification is prescribed by or under the Law—require that the documents or any of them be verified or certified by statement in writing made by such persons as are prescribed by the regulations; and
(b) where no express provision is made in the Law for verification or certification of documents—require that the documents be verified or certified by statement in writing by such persons as are prescribed.
29 Documents lodged by an agent
The regulations may provide, in such cases as are prescribed, that, if a document that is required by or under the Law to be lodged is signed or lodged on behalf of a person by an agent duly authorised by writing, there must be:
(a) lodged with; or
(b) endorsed on; or
(c) annexed to;
that document, the original, or a verified copy, of the authority.
30 Exemptions from Chapter 6D, 7 or 8
The regulations may provide that, subject to any prescribed terms and conditions, Chapter 6D, 7 or 8, or specified provisions of Chapter 6D, 7 or 8, of the Law:
(a) do not have effect in relation to a specified person or class of persons; or
(b) have effect in relation to a specified person or class of persons to such extent only as is prescribed; or
(c) do not have effect in relation to a specified transaction or class of transactions; or
(d) do not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons;
and may provide that a contravention of a prescribed term or condition is an offence against the regulations.
31 Penalty notices
(1) The regulations:
(a) may prescribe offences against the Law (not being offences the penalties applicable to which include a term of imprisonment or a pecuniary penalty that exceeds $1,000), or offences against the regulations, for the purposes of section 1313 of the Law; and
(b) must, in relation to each offence that is prescribed under this subsection:
(i) prescribe the particulars of that offence that are to be given in a notice served on a person under that section in relation to the offence; and
(ii) prescribe the amount of the penalty (being not more than half the amount of the penalty applicable to the offence) that is payable in respect of the offence under a notice served on a person under that section in relation to the offence.
(2) In subsection (1), a reference to a penalty applicable to an offence is a reference to the penalty that is applicable to that offence because of any of the provisions of section 1311 of the Law.
(3) The particulars of an offence required to be prescribed by subparagraph (1)(b)(i) may be prescribed by being set out in the form prescribed for the purposes of section 1313 of the Law in relation to the offence.
Part 7—Imposition of fees and taxes
33 Fees (including taxes) for chargeable matters
This section imposes the fees (including fees that are taxes) that the Corporations Regulations of the Capital Territory prescribe.
34 Contributions and levies for fidelity funds of securities exchanges
(1) This section imposes:
(a) the contribution payable under subsection 902(1) of the Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a securities exchange, or to a partnership in a member firm recognised by a securities exchange; and
(b) the annual contribution payable under subsection 902(2) of that Law by a member of a securities exchange; and
(c) any levy payable under section 904 of that Law by a member of a securities exchange.
(2) An expression has in subsection (1) the meaning it would have if this section were in Part 7.9 of the Corporations Law of the Capital Territory.
35 Levies for National Guarantee Fund
This section imposes any levy that is payable under section 938, 940 or 941 of the Corporations Law of the Capital Territory.
36 Contributions and levies for fidelity funds of futures organisations
(1) This section imposes:
(a) the contribution payable under subsection 1234(1) of the Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a futures organisation; and
(b) the annual contribution payable under subsection 1234(2) of that Law by a contributing member of a futures organisation; and
(c) any levy payable under section 1235 of that Law by a contributing member of a futures organisation.
(2) An expression has in subsection (1) the meaning it would have if this section were in Part 8.6 of the Corporations Law of the Capital Territory.
Part 8—National administration and enforcement of the Corporations Law
Division 1—Preliminary
37 Object
The object of this Part is to help ensure that:
(a) the Corporations Law of the Capital Territory, and the Corporations Law of each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth; and
(b) the ASIC Law of the Capital Territory, and the ASIC Law of each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth.
38 Interpretation
In this Part:
authority, in relation to the Commonwealth, includes:
(a) a body corporate, or an unincorporated body, established for a public purpose by or in accordance with an Act; and
(b) a court, tribunal or authority established by or in accordance with an Act;
for example:
(c) the Administrative Appeals Tribunal; and
(d) the Australian Federal Police;
corresponding law means:
(a) an Act of a jurisdiction (other than the Capital Territory) that corresponds to this Act; or
(b) regulations made under such an Act; or
(c) the Corporations Law, Corporations Regulations, ASIC Law, or ASIC Regulations, or any other applicable provision, of such a jurisdiction; or
(d) rules of court made because of such an Act;
officer, in relation to the Commonwealth, includes:
(a) a Minister; and
(b) a person holding:
(i) an office established by or under an Act; or
(ii) an appointment made under an Act; or
(iii) an appointment made by the Governor‑General or a Minister but not under an Act; and
(c) a person who is a member or officer of an authority of the Commonwealth; and
(d) a person who is in the service or employment of the Commonwealth, or of an authority of the Commonwealth, or is employed or engaged under an Act;
for example:
(e) a member or special member of the Australian Federal Police; and
(f) the Director of Public Prosecutions; and
(g) the Ombudsman; and
(h) the Privacy Commissioner; and
(j) a Special Prosecutor.
39 Effect of Part
(1) Divisions 2 and 2A have effect subject to this Act (in particular Part 9), the Corporations Law of the Capital Territory and the Australian Securities and Investments Commission Act 1989.
(2) The provisions of:
(a) subsections 42(2), (3) and (4) and sections 43 and 44; and
(b) subsections 45B(2), (3) and (4) and sections 45C and 45D;
and any other provision of this Act that has effect for the purposes of any of those provisions, extend to each external Territory.
(3) Nothing in this Part limits the generality of anything else in it.
Division 2—Offences against applicable provisions
40 Object
(1) The object of this Division is to further the object of this Part by providing for an offence against an applicable provision of another jurisdiction to be treated in the Capital Territory as if it were an offence against a law of the Commonwealth.
(2) The purposes for which an offence is to be treated as mentioned in subsection (1) include, for example (but without limitation):
(a) the investigation and prosecution of offences; and
(b) the arrest, custody, bail, trial and conviction of offenders or persons charged with offences; and
(c) proceedings relating to a matter referred to in paragraph (a) or (b); and
(d) appeals and review relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c); and
(e) the sentencing, punishment and release of persons convicted of offences; and
(f) fines, penalties and forfeitures; and
(g) liability to make reparation in connection with offences; and
(h) proceeds of crime; and
(i) spent convictions.
42 Application of Commonwealth laws in relation to offences against applicable provisions of other jurisdictions
(1) The Commonwealth laws apply, as laws for the government of the Capital Territory, in relation to an offence against the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that other jurisdiction.
(2) The Commonwealth laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to an offence against the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth and were not laws of that jurisdiction.
(3) A Commonwealth law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.
(4) The effect that a Commonwealth law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth law otherwise has.
43 Functions and powers under Commonwealth laws as applying because of section 42
(1) This section applies to a Commonwealth law that confers on an officer or authority of the Commonwealth a function or power in relation to an offence against an applicable provision of the Capital Territory.
(2) The Commonwealth law, as applying because of subsection 42(1) or (2), confers on that officer or authority the same function or power in relation to an offence against the corresponding applicable provision of a jurisdiction other than the Capital Territory.
(3) The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.
(4) In performing or exercising the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an offence against the corresponding applicable provision of the Capital Territory.
44 References in a Commonwealth law to a provision of a Commonwealth law
A reference in a Commonwealth law to a provision of that or another Commonwealth law is taken, for the purposes of the first‑mentioned law as applying because of subsection 42(1) or (2), to be a reference to that provision as applying because of that subsection.
45 How offences against applicable provisions of other jurisdictions are to be treated
(1) For the purposes of a law of the Commonwealth or a law of the Capital Territory, an offence against the applicable provisions of a jurisdiction other than the Capital Territory:
(a) is taken to be an offence against the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and
(b) is taken not to be an offence against the laws of that jurisdiction.
(2) Subsection (1) has effect for the purposes of a law:
(a) only in so far as it is within the authority of the Parliament to provide in relation to that law as mentioned in paragraph (1)(a); and
(b) except as prescribed by regulations under section 73.
Division 2A—Administrative law
45A Object
The object of this Division is to further the object of this Part by providing that the Commonwealth administrative laws apply in the Capital Territory and the external Territories, in relation to the applicable provisions of a jurisdiction other than the Capital Territory, in the same way as if those provisions were laws of the Commonwealth.
45B Application of Commonwealth administrative laws in relation to applicable provisions of other jurisdictions
(1) The Commonwealth administrative laws apply, as laws for the government of the Capital Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that other jurisdiction.
(2) The Commonwealth administrative laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth and were not laws of that jurisdiction.
(3) A Commonwealth administrative law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.
(4) The effect that a Commonwealth administrative law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth administrative law otherwise has.
45C Functions and powers under Commonwealth administrative laws as applying because of section 45B
(1) This section applies to a Commonwealth administrative law that confers on an officer or authority of the Commonwealth a function or power in relation to an act, matter or thing arising under or in respect of an applicable provision of the Capital Territory.
(2) The Commonwealth administrative law, as applying because of subsection 45B(1) or (2), confers on that officer or authority the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of a jurisdiction other than the Capital Territory.
(3) The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.
(4) In performing or exercising the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of the Capital Territory.
45D References in a Commonwealth administrative law to a provision of such a law
A reference in a Commonwealth administrative law to a provision of that or another Commonwealth administrative law is taken, for the purposes of the first‑mentioned law as applying because of subsection 45B(1) or (2), to be a reference to that provision as applying because of that subsection.
45E How acts etc. under applicable provisions of other jurisdictions are to be treated
(1) For the purposes of a law of the Commonwealth or of a law of the Capital Territory, an act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory:
(a) is taken to be an act, matter or thing arising under or in respect of the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and
(b) is taken not to be an act, matter or thing arising under or in respect of the laws of that jurisdiction.
(2) Subsection (1) has effect for the purposes of a law:
(a) only in so far as it is within the authority of the Parliament to provide in relation to that law as mentioned in paragraph (1)(a); and
(b) except as prescribed by regulations under section 73.
Division 3—Performance of functions that corresponding laws of States confer on Commonwealth authorities and officers
46 Ministers
A Minister has such functions and powers as are expressed to be conferred on him or her by or under a corresponding law.
47 Prescribed functions and powers
(1) Regulations under section 73 may provide that prescribed authorities and officers of the Commonwealth have prescribed functions and powers that are expressed to be conferred on them by or under corresponding laws.
(2) Regulations under section 73 may provide for and in relation to the doing of acts in the Capital Territory by authorities and officers of the Commonwealth in the performance of functions, and the exercise of powers, that are prescribed because of subsection (1) of this section.
(3) Regulations in force because of this section have effect accordingly.
48 Gazette notices under corresponding laws
Where a provision of a corresponding law is expressed to require or permit a document, or a copy of a document, to be published in the Gazette, the document or copy is to be so published in accordance with that provision.
Part 9—Jurisdiction and procedure of courts
Division 1—Vesting and cross‑vesting of civil jurisdiction
49 Operation of Division
(1) This Division provides in relation to:
(a) the jurisdiction of courts in respect of civil matters arising under the Corporations Law of the Capital Territory; and
(b) the jurisdiction of the courts of the Capital Territory in respect of civil matters arising under any Corporations Law of a State; and
(baa) the jurisdiction of courts in respect of matters arising under the Administrative Decisions (Judicial Review) Act 1977 involving or related to decisions made under the Corporations Law of a State or the Capital Territory by Commonwealth authorities and officers of the Commonwealth; and
(ba) the jurisdiction of courts in civil matters in respect of decisions made by officers of the Commonwealth to prosecute persons for offences against the Corporations Law of a State or the Capital Territory and related criminal justice process decisions;
and so provides to the exclusion of:
(c) the Jurisdiction of Courts (Cross‑vesting) Act 1987; and
(d) section 39B of the Judiciary Act 1903.
(2) Nothing in this Division affects any other jurisdiction of any court.
50 Interpretation
(1) In this Division:
civil matter means a matter other than a criminal matter.
Commonwealth authority means an authority or other body (whether incorporated or not) that is established or continued in existence by or under an Act.
Corporations Law has the extended meaning given by subsection (2).
Family Court means the Family Court of Australia.
Full Court, in relation to a Supreme Court of a State or Territory, includes any court of the State or Territory to which appeals lie from a single judge of that Supreme Court.
judgment means a judgment, decree or order, whether final or interlocutory.
lower court means a court of a State or Territory that is not a superior court.
officer of the Commonwealth has the same meaning as in paragraph 75(v) of the Constitution.
State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.
superior court means the Federal Court of Australia, the Supreme Court of a State or Territory, the Family Court or a State Family Court.
superior court matter means a civil matter that the Corporations Law clearly intends (for example, by use of the expression “the Court”) to be dealt with only by a superior court.
(2) In this Division:
(a) a reference to the Corporations Law of the Capital Territory includes a reference to:
(i) the Corporations Regulations of the Capital Territory; and
(ii) the ASIC Law of the Capital Territory; and
(iii) the ASIC Regulations of the Capital Territory; and
(iv) any other applicable provisions (as defined in section 4) of the Capital Territory; and
(v) this Act; and
(vi) regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and
(vii) rules of court made by the Federal Court, the Supreme Court of the Capital Territory, or the Family Court, because of a provision of this Act; and
(viii) rules of court applied by the Supreme Court, or a State Family Court, of a State when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and
(b) a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.
51 Jurisdiction of Federal Court and State and Territory Supreme Courts
(1) Jurisdiction is conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of the Capital Territory.
(2) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on the Supreme Court of each State and the Capital Territory with respect to civil matters arising under the Corporations Law of the Capital Territory.
(2A) Despite section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on the Supreme Court of each State and the Capital Territory with respect to matters arising under that Act involving or related to decisions made, or proposed or required to be made, under the Corporations Law of a State or the Capital Territory by a Commonwealth authority or an officer of the Commonwealth.
Note 1: The Federal Court also has jurisdiction with respect to these matters under that Act.
Note 2: A Supreme Court may be required to transfer a proceeding with respect to such a matter to the Federal Court: see subsection 53(3).
(2B) Subsection (2A) applies to a decision made, or proposed or required to be made:
(a) whether or not in the exercise of a discretion; and
(b) whether before or after that subsection commences.
(3) The jurisdiction conferred on a Supreme Court by subsection (2) or (2A) is not limited by any limits to which any other jurisdiction of that Supreme Court may be subject.
(4) This section has effect subject to section 51AA.
51A Jurisdiction of Family Court and State Family Courts
(1) Jurisdiction is conferred on the Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory.
(2) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on each State Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory.
(3) The jurisdiction conferred on a State Family Court by subsection (2) is not limited by any limits to which any other jurisdiction of the State Family Court may be subject.
(4) This section has effect subject to section 51AA.
51AA Jurisdiction of courts: decisions to prosecute and related criminal justice process decisions made by Commonwealth officers
(1) If a decision to prosecute a person for an offence against the Corporations Law of a State or the Capital Territory has been made by an officer or officers of the Commonwealth and the prosecution is proposed to be commenced in a court of a State or the Capital Territory:
(a) neither the Federal Court nor the Family Court has jurisdiction with respect to any matter in which a person seeks a writ of mandamus or prohibition or an injunction against the officer or officers in relation to that decision; and
(b) jurisdiction with respect to any such matter is conferred on the Supreme Court of the State or Territory in which the prosecution is proposed to be commenced.
(2) Subject to subsection (3), at any time when:
(a) a prosecution for an offence against the Corporations Law of a State or the Capital Territory is before a court of a State or the Capital Territory; or
(b) an appeal arising out of such a prosecution is before a court of a State or the Capital Territory;
the following apply:
(c) neither the Federal Court nor the Family Court has jurisdiction with respect to any matter in which the person who is or was the defendant in the prosecution seeks a writ of mandamus or prohibition or an injunction against an officer or officers of the Commonwealth in relation to a related criminal justice process decision;
(d) jurisdiction with respect to any such matter is conferred on the Supreme Court of the State or Territory in which the prosecution or appeal is before a court.
(3) Subsection (2) does not apply where a person has applied for a writ of mandamus or prohibition, or an injunction, against an officer or officers of the Commonwealth in relation to a related criminal justice process decision before the commencement of a prosecution for an offence against a law of the Commonwealth, or of a State or a Territory.
(4) Where subsection (3) applies, the prosecutor may apply to the court for a permanent stay of the proceedings referred to in that subsection and the court may grant such a stay if the court determines that:
(a) the matters that are the subject of the proceedings are more appropriately dealt with in the criminal justice process; and
(b) a stay of proceedings will not substantially prejudice the person.
(5) Subsections (1), (2), (3) and (4) have effect despite anything in this Act or in any other law. In particular:
(a) neither this Act, nor any other law, has the effect of giving the Federal Court or the Family Court jurisdiction contrary to subsection (1) or (2); and
(b) neither section 9 of the Administrative Decisions (Judicial Review) Act 1977, nor any other law, has the effect of removing from the Supreme Court of a State or the Capital Territory the jurisdiction given to that Court by subsection (1) or (2).
(6) In this section:
appeal includes an application for a new trial and a proceeding to review or call in question the proceedings, decision or jurisdiction of a court or judge.
related criminal justice process decision, in relation to an offence, means a decision (other than a decision to prosecute) made in the criminal justice process in relation to the offence, including:
(a) a decision in connection with the investigation, committal for trial or prosecution of the defendant; and
(b) a decision in connection with the appointment of investigators or inspectors for the purposes of such an investigation; and
(c) a decision in connection with the issue of a warrant, including a search warrant or a seizure warrant; and
(d) a decision requiring the production of documents, the giving of information or the summoning of persons as witnesses; and
(e) a decision in connection with an appeal arising out of the prosecution.
51B Jurisdiction of lower courts
(1) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on the lower courts of each State and the Capital Territory with respect to civil matters, other than superior court matters, arising under the Corporations Law of the Capital Territory.
(2) The jurisdiction conferred on a lower court by subsection (1):
(a) is subject to the court’s general jurisdictional limits, so far as they relate to the amounts, or the value of property, with which the court may deal; but
(b) is not subject to the court’s other jurisdictional limits.
52 Appeals
(1) An appeal may not be instituted from a decision of the Federal Court to a court of a State or of the Capital Territory, or to the Family Court.
(2) An appeal may not be instituted from a decision of a court of the Capital Territory to a court of a State or to the Family Court.
(3) An appeal may not be instituted from a decision of a court (not being a State Family Court) of a State to the Federal Court, to a court of the Capital Territory or of another State, to the Family Court or to a State Family Court of that State.
(4) An appeal may not be instituted from a decision of the Family Court to the Federal Court or to a court of a State or of the Capital Territory.
(5) An appeal may not be instituted from a decision of a State Family Court of a State to the Federal Court, to a court of the Capital Territory or of another State, or (except in accordance with the law of the State under which the State Family Court is constituted) to the Supreme Court of that State.
53 Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
(1) This section applies to the following proceedings:
(a) a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory that is in a court having jurisdiction under subsection 51(1) or (2);
(b) a proceeding with respect to a matter referred to in subsection 51(2A) that is in a court having jurisdiction under that subsection or in the Federal Court.
(2) Subject to subsections (3), (4) and (5), if it appears to the court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court having jurisdiction in the matters for determination in the proceeding or application, the first‑mentioned court may transfer the proceeding or application to that other court.
(3) If a proceeding with respect to a matter referred to in subsection 51(2A) is pending in the Supreme Court of a State or the Capital Territory (the relevant jurisdiction), the court must transfer the proceeding to the Federal Court unless the matter for determination in it arises out of, or relates to, another proceeding pending in any court of the relevant jurisdiction:
(a) that arises, or a substantial part of which arises, under the Corporations Law of a State or the Capital Territory; and
(b) that is not with respect to a matter referred to in subsection 51(2A);
regardless of which proceeding was commenced first.
(4) Even if the Supreme Court of a State or the Capital Territory is not required by subsection (3) to transfer a proceeding with respect to a matter referred to in subsection 51(2A) to the Federal Court, it may nevertheless do so if it considers that to be appropriate, having regard to the interests of justice, including the desirability of related proceedings being heard in the same jurisdiction.
(5) If a proceeding with respect to a matter referred to in subsection 51(2A) is pending in the Federal Court, the Federal Court may only transfer the proceeding, or an application in the proceeding, to the Supreme Court of a State or the Capital Territory (the relevant jurisdiction) if:
(a) the matter arises out of, or relates to, another proceeding pending in any court of the relevant jurisdiction:
(i) that arises, or a substantial part of which arises, under the Corporations Law of a State or the Capital Territory; and
(ii) that is not a proceeding with respect to a matter referred to in subsection 51(2A);
regardless of which proceeding was commenced first; and
(b) the Federal Court considers the transfer to be appropriate, having regard to the interests of justice, including the desirability of related proceedings being heard in the same jurisdiction.
(6) Nothing in this section confers on a court jurisdiction that the court would not otherwise have.
(7) The fact that some references in this section to the interests of justice include the desirability of related proceedings being heard in the same jurisdiction does not of itself mean that other references to the interests of justice, in this section or elsewhere in this Act, do not include that matter.
53A Transfer of proceedings by Family Court and State Family Courts
(1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a court (in this section called the first court) having jurisdiction under section 51A.
(2) If it appears to the first court that:
(a) the proceeding arises out of, or is related to, another proceeding pending in the Federal Court, or in another court of a State or of the Capital Territory, and that the court in which the other proceeding is pending is the most appropriate court to determine the first‑mentioned proceeding; or
(b) having regard to:
(i) whether, in the first court’s opinion, apart from this Division or a law of a State corresponding to this Division, the proceeding, or a substantial part of it, would have been incapable of being instituted in the first court; and
(ii) the extent to which, in the first court’s opinion, the matters for determination in the proceeding are matters not within the first court’s jurisdiction apart from this Division or such a law; and
(iii) the interests of justice;
the Federal Court, or another court of a State or of the Capital Territory, is the most appropriate court to determine the proceeding; or
(c) it is otherwise in the interests of justice that the Federal Court, or another court of a State or of the Capital Territory, determine the proceeding;
the first court must transfer the proceeding to the Federal Court, or to that other court, as the case may be.
(3) Subject to subsection (2), if it appears to the first court that:
(a) the proceeding arises out of, or is related to, another proceeding pending in another court having jurisdiction under section 51A in the matters for determination in the first‑mentioned proceeding, and that the other court is the most appropriate court to determine the first‑mentioned proceeding; or
(b) it is otherwise in the interests of justice that the proceeding be determined by another court having jurisdiction under section 51A in the matters for determination in the proceeding;
the first court must transfer the proceeding to the other court.
(4) If:
(a) the first court transfers the proceeding to another court; and
(b) it appears to the first court that:
(i) there is another proceeding pending in the first court that arises out of, or is related to, the first‑mentioned proceeding; and
(ii) it is in the interests of justice that the other court also determine the other proceeding;
the first court must also transfer the other proceeding to the other court.
(5) Nothing in this section confers on a court jurisdiction that the court would not otherwise have.
53AA Transfer of proceedings in lower courts
(1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a lower court (the first court) having jurisdiction under section 51B.
(2) If it appears to the first court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court (the second court) having jurisdiction in the matters for determination in the proceeding or application, the first court may take action under whichever of subsections (3) and (4) applies.
(3) If the second court is also a lower court, the first court may transfer the proceeding or application to the second court.
(4) If the second court is a superior court, the first court may transfer the proceeding or application to the relevant Supreme Court and recommend that the proceeding or application be transferred by the Supreme Court to the second court.
(5) The relevant Supreme Court is not bound to comply with a recommendation under subsection (4) and it may instead decide:
(a) to deal with the proceeding or application itself; or
(b) to transfer the proceeding or application to some other court (which could be the first court).
(6) Nothing in this section allows the relevant Supreme Court to transfer the proceeding or application to another court otherwise than in accordance with section 53 and the other requirements of this Division.
(6A) Nothing in this section confers on a court jurisdiction that the court would not otherwise have.
(7) In this section:
relevant Supreme Court means the Supreme Court of the State or Territory of which the first court is a court.
53B Further matters for a court to consider when deciding whether to transfer a proceeding
In deciding whether to transfer under section 53, 53A or 53AA a proceeding or application, a court must have regard to:
(a) the principal place of business of any body corporate concerned in the proceeding or application; and
(b) the place or places where the events that are the subject of the proceeding or application took place; and
(c) the other courts that have jurisdiction to deal with the proceeding or application..
53C Transfer may be made at any stage
A court may transfer under section 53, 53A or 53AA a proceeding or application:
(a) on the application of a party made at any stage; or
(b) of the court’s own motion.
53D Transfer of documents
Where, under section 53, 53A or 53AA, a court transfers a proceeding, or an application in a proceeding, to another court:
(a) the Registrar or other proper officer of the first‑mentioned court must transmit to the Registrar or other proper officer of the other court all documents filed in the first‑mentioned court in respect of the proceeding or application, as the case may be; and
(b) the other court must proceed as if:
(i) the proceeding had been originally instituted in the other court; and
(ii) the same proceedings had been taken in the other court as were taken in the first‑mentioned court; and
(iii) in a case where an application is transferred—the application had been made in the other court.
54 Conduct of proceedings
(1) Subject to sections 60, 61 and 61A, where it appears to a court that, in determining a matter for determination in a proceeding, the court will, or will be likely to, be exercising relevant jurisdiction, the rules of evidence and procedure to be applied in dealing with that matter are to be such as the court considers appropriate in the circumstances, being rules that are applied in a superior court in Australia or in an external Territory.
(2) Where a proceeding is transferred or removed to a court (in this subsection called the transferee court) from another court (in this subsection called the transferor court), the transferee court must deal with the proceeding as if, subject to any order of the transferee court, the steps that had been taken for the purposes of the proceeding in the transferor court (including the making of an order), or similar steps, had been taken in the transferee court.
(3) In this section:
relevant jurisdiction means:
(a) jurisdiction conferred on the Federal Court of Australia or the Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory; or
(b) jurisdiction conferred on the Federal Court of Australia or the Family Court with respect to civil matters arising under the Corporations Law of the Northern Territory, being jurisdiction that is being exercised by the Federal Court or the Family Court, as the case may be, sitting in the Capital Territory; or
(c) jurisdiction conferred on a court of the Capital Territory with respect to civil matters arising under the Corporations Law of a State; or
(d) jurisdiction conferred on a court of a State with respect to civil matters arising under the Corporations Law of the Capital Territory; or
(e) jurisdiction conferred on a court of a State or the Capital Territory with respect to matters referred to in subsection 51(2A).
55 Courts to act in aid of each other
All courts having jurisdiction in civil matters arising under the Corporations Law of the Capital Territory, or in matters referred to in subsection 51(2A), and the officers of, or under the control of, those courts must severally act in aid of, and be auxiliary to, each other in all such matters.
56 Exercise of jurisdiction pursuant to cross‑vesting provisions
(1) Nothing in this or any other Act is intended to override or limit the operation of a provision of a law of a State or Territory relating to cross‑vesting of jurisdiction with respect to matters arising under the Corporations Law of the State or Territory.
(2) The Federal Court or the Family Court may:
(a) exercise jurisdiction (whether original or appellate) conferred on it by a law of the Northern Territory corresponding to this Division with respect to matters arising under the Corporations Law of the Northern Territory; and
(b) hear and determine a proceeding transferred to it under such a provision.
(3) A court of the Capital Territory may:
(a) exercise jurisdiction (whether original or appellate) conferred on it by a law of a State corresponding to this Division with respect to matters arising under the Corporations Law of a State; and
(b) hear and determine a proceeding transferred to it under such a provision.
57 Rights of appearance
A person who is entitled to practise as a barrister or a solicitor, or as both a barrister and a solicitor, in a court has, if a proceeding (in this subsection referred to as the transferred proceeding) in that court is transferred to another court under this Division or a law of a State that corresponds to this Division, the same entitlements to practise in relation to:
(a) the transferred proceeding; and
(b) any other proceeding out of which the transferred proceeding arises or to which the transferred proceeding is related, being another proceeding that is to be determined together with the transferred proceeding;
in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.
58 Limitation on appeals
An appeal does not lie from a decision of a court:
(a) in relation to the transfer of a proceeding under this Division; or
(b) as to which rules of evidence and procedure are to be applied pursuant to subsection 54(1).
59 Enforcement of judgments etc.
(1) A judgment:
(a) of the Federal Court or the Family Court that is entirely or partly given in the exercise of jurisdiction conferred by this Division, or by a law of the Northern Territory that corresponds to this Division; or
(b) of a court of the Capital Territory that is entirely or partly given in the exercise of jurisdiction conferred by this Division, or by a law of a State that corresponds to this Division;
is enforceable in the Capital Territory as if the judgment had been given by that court entirely in the exercise of the jurisdiction of that court apart from this Division or any such law.
(2) Where:
(a) a provision of a law of the Commonwealth or of the Capital Territory (not being a law in relation to the enforcement of judgments) refers to a thing done by the Federal Court, the Family Court, the Supreme Court of the Capital Territory or of a State, a State Family Court or a particular lower court of the Capital Territory or of a State; and
(b) that thing is done by another court in the exercise of jurisdiction conferred by this Division or a law of a State corresponding to this Division;
the reference in that provision to the Federal Court, the Family Court, the Supreme Court of the Capital Territory or of that State, that State Family Court or that lower court, as the case may be, is taken as a reference to that other court.
59A Court proceedings before end of bid period for takeover bid etc.
(1) The object of this section is to ensure that section 659B of the Corporations Law has the same effect in relation to proceedings in courts exercising federal jurisdiction as that section has in relation to proceedings in other courts exercising jurisdiction under the Corporations Law.
(2) Section 659B of the Corporations Law applies as a law of the Commonwealth, by force of this section, as if a reference in the relevant definition to proceedings were a reference to the following proceedings before the Federal Court or before another court exercising federal jurisdiction:
(a) proceedings under the Administrative Decisions (Judicial Review) Act 1977;
(b) proceedings in which a writ of mandamus or prohibition or an injunction is sought against an officer or officers of the Commonwealth.
For the purposes of this subsection, relevant definition means the definition of court proceedings in relation to a takeover bid or proposed takeover bid in subsection 659B(4) of the Corporations Law.
(3) The application of section 659B of the Corporations Law in accordance with this section is in addition to the application that it has apart from this section.
(4) Nothing in this section is intended to affect the jurisdiction of the High Court under section 75 of the Constitution.
60 Rules of the Federal Court
(1) The power to make rules of court conferred by section 59 of the Federal Court of Australia Act 1976 extends to making rules of court, not inconsistent with the Corporations Law of the Capital Territory:
(a) with respect to proceedings, and the practice and procedure, of the Federal Court of Australia under that Law; and
(b) with respect to any matter or thing that is:
(i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
(ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
(c) without limitation, with respect to costs, and with respect to rules about meetings ordered by the Federal Court of Australia.
(2) When the Federal Court is exercising jurisdiction with respect to matters arising under the Corporations Law of the Northern Territory, being jurisdiction conferred by a law of the Northern Territory that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.
(3) In this section:
Corporations Law of the Capital Territory does not include rules of court.
61 Rules of the Supreme Court
(1) The Judges of the Supreme Court of the Capital Territory or a majority of them may make rules of court, not inconsistent with the Corporations Law of the Capital Territory:
(a) with respect to proceedings, and the practice and procedure, of that court under that Law; and
(b) with respect to any matter or thing that is:
(i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
(ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
(c) without limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court.
(1A) When a lower court of the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, the court must apply the rules of court made under subsection (1), with such alterations as are necessary.
(2) When a court of the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that court must apply the rules of court made under subsection (1), with such alterations as are necessary.
(3) When a court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.
(4) In this section:
Corporations Law of a State does not include rules of court.
Corporations Law of the Capital Territory does not include rules of court.
61A Rules of the Family Court
(1) The power to make rules of court conferred by section 123 of the Family Law Act 1975 extends to making rules of court, not inconsistent with the Corporations Law of the Capital Territory:
(a) with respect to proceedings, and the practice and procedure, of the Family Court under that Law; and
(b) with respect to any matter or thing that is:
(i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
(ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
(c) without limitation, with respect to costs, and with respect to rules about meetings ordered by the Family Court.
(2) When the Family Court is exercising jurisdiction with respect to matters arising under the Corporations Law of the Northern Territory, being jurisdiction conferred by a law of the Northern Territory that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.
(3) When a State Family Court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that Court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.
(4) In this section:
Corporations Law of a State does not include rules of court.
Corporations Law of the Capital Territory does not include rules of court.
Division 2—Vesting and cross‑vesting of criminal jurisdiction
62 Operation of Division
This Division provides in relation to:
(a) the jurisdiction of courts in respect of criminal matters arising under the Corporations Law of the Capital Territory; and
(b) the jurisdiction of the courts of the Capital Territory in respect of criminal matters arising under the Corporations Law of any jurisdiction;
and so provides to the exclusion of sections 68, 70 and 70A of the Judiciary Act 1903.
63 Interpretation
(1) In this Division:
magistrate means a magistrate who is remunerated by salary or otherwise.
(2) In this Division:
(a) a reference to the Corporations Law of the Capital Territory includes a reference to:
(i) the Corporations Regulations of the Capital Territory; and
(ii) the ASIC Law of the Capital Territory; and
(iii) the ASIC Regulations of the Capital Territory; and
(iv) any other applicable provisions (as defined in section 4) of the Capital Territory; and
(v) this Act; and
(vi) regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and
(vii) rules of court made by the Federal Court because of a provision of this Act, and rules of court applied by the Supreme Court of the Capital Territory, or of a State, when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and
(b) a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.
64 Jurisdiction of Courts
(1) Subject to this section, the several courts of each State and the Capital Territory exercising jurisdiction:
(a) with respect to:
(i) the summary conviction; or
(ii) the examination and commitment for trial on indictment; or
(iii) the trial and conviction on indictment;
of offenders or persons charged with offences against the laws of the State or Capital Territory, and with respect to:
(iv) their sentencing, punishment and release; or
(v) their liability to make reparation in connection with their offences; or
(vi) the forfeiture of property in connection with their offences; or
(vii) the proceeds of their crimes; and
(b) with respect to the hearing and determination of:
(i) proceedings connected with; or
(ii) appeals arising out of; or
(iii) appeals arising out of proceedings connected with;
any such trial or conviction or any matter of a kind referred to in subparagraph (a)(iv), (v), (vi) or (vii);
have the equivalent jurisdiction with respect to offenders or persons charged with offences against the Corporations Law of the Capital Territory.
(2) Where a provision of a law of a State corresponding to subsection (1) is expressed to confer jurisdiction with respect to offenders or persons who are charged with offences against the Corporations Law of that State upon a court of the Capital Territory, the court may exercise that jurisdiction.
(3) The jurisdiction conferred by subsection (1) is not to be exercised with respect to the summary conviction, or examination and commitment for trial, of any person except by a magistrate.
(4) The jurisdiction conferred by subsection (1) includes jurisdiction in accordance with provisions of a relevant law of a State or the Capital Territory, and:
(a) the reference in paragraph (1)(b) to “any such trial or conviction” includes a reference to any conviction or sentencing in accordance with the provisions of a relevant law; and
(b) unless the contrary intention appears, a reference to jurisdiction conferred by subsection (1) includes a reference to such included jurisdiction.
(5) A person may be dealt with in accordance with a relevant law even if, apart from this section, the offence concerned:
(a) would be required to be prosecuted on indictment; or
(b) would be required to be prosecuted either summarily or on indictment.
(6) For the purposes of the application of a relevant law as provided by subsection (4):
(a) a reference in that law to an indictable offence is taken to include a reference to an offence that may be prosecuted on indictment; and
(b) in order to determine the sentence that may be imposed on a person by a court pursuant to the relevant law, the person is taken to have been prosecuted and convicted on indictment in that court.
(7) Subject to subsections (9) and (10), the jurisdiction conferred on a court of a State or the Capital Territory by subsection (1) is conferred despite any limits as to locality of the jurisdiction of that court under the law of that State or of the Capital Territory.
(8) Subject to subsection (9), the jurisdiction conferred on a court of the Capital Territory by a law of a State corresponding to subsection (1) may be exercised despite any limits as to locality of the jurisdiction of that court under the law of the Capital Territory.
(9) Where:
(a) jurisdiction is conferred on a court of the Capital Territory in relation to the summary conviction of persons charged with offences against the Corporations Law of this or another jurisdiction by subsection (1) or a corresponding provision of a law of a State; and
(b) the court is satisfied that it is appropriate to do so, having regard to all the circumstances including the public interest;
the court may decline to exercise that jurisdiction in relation to an offence committed in a State.
(10) The jurisdiction conferred on a court of a State by subsection (1) in relation to:
(a) the examination and commitment for trial on indictment; and
(b) the trial and conviction on indictment;
of offenders or persons charged with offences against the Corporations Law of the Capital Territory is conferred only in relation to:
(c) offences committed outside Australia; and
(d) offences committed, begun or completed within the State concerned.
(11) In this section:
Australia does not include the coastal sea.
relevant law means a law providing that where, in proceedings before a court, a person pleads guilty to a charge for which he or she could be prosecuted on indictment, the person may be committed, to a court having jurisdiction to try offences on indictment, to be sentenced or otherwise dealt with without being tried in that last‑mentioned court.
65 Laws to be applied
(1) Subject to this Division, the laws of the Capital Territory respecting:
(a) the arrest and custody in the Territory of offenders or persons charged with offences; and
(b) criminal procedure in the Territory in relation to such persons;
apply in the Territory, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory or of a State in respect of whom jurisdiction is conferred on a court of the Capital Territory by this Division or a corresponding law of a State.
(2) Subject to this Division, the laws of a State respecting:
(a) the arrest and custody in that State of offenders or persons charged with offences; and
(b) criminal procedure in that State in relation to such persons;
apply in that State, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory in respect of whom jurisdiction is conferred on a court of that State by this Division.
(3) The application of laws by subsections (1) and (2) is in addition to, and not in derogation from, the application of laws effected by Part 8 or the corresponding law of a State.
(4) In this section:
criminal procedure means the procedure for:
(a) the summary conviction; and
(b) the examination and commitment for trial on indictment; and
(c) the trial and conviction on indictment; and
(d) the hearing and determination of appeals arising out of any such trial or conviction or out of any related proceedings;
of offenders or persons charged with offences, and includes the procedure for holding accused persons to bail;
laws of a State means the laws that apply in relation to offenders, or persons charged with offences, against the Corporations Law of the State concerned.
Part 10—The National Guarantee Fund
66 Interpretation
In this Part:
SEGC means a body corporate in relation to which a nomination as the Securities Exchanges Guarantee Corporation is in force under subsection 67(1).
67 Minister to nominate SEGC
(1) Subject to subsection (3), the Minister may nominate in writing as the Securities Exchanges Guarantee Corporation a body corporate (whenever incorporated) that is, for the purposes of the Corporations Law of the Capital Territory, a company limited by guarantee.
(2) The Commission must cause a copy of a nomination by the Minister under subsection (1) to be published in the Gazette.
(3) The Minister may only nominate a body corporate under subsection (1) if he or she is satisfied that:
(a) the Exchange is a member of the body corporate; and
(b) none of the members of the body corporate is a person other than an eligible exchange; and
(c) the body corporate’s constitution provides that no person, other than a person of a kind referred to in paragraph (b), may become or remain a member of the body corporate; and
(d) the body corporate will, if nominated under subsection (1), be able to perform and exercise SEGC’s functions and powers under the Fund provisions adequately and with due regard to the interests of the public; and
(e) the body corporate has obtained, or will within a reasonable period after being nominated under subsection (1) obtain, indemnity insurance in respect of its liabilities for:
(i) negligence in; and
(ii) defalcation, or fraudulent misuse of property, by an officer, employee or agent of the body corporate in connection with;
the performance or exercise of SEGC’s functions or powers under the Fund provisions, or has made or will make other satisfactory provisions for meeting those liabilities; and
(f) the body corporate’s business rules make satisfactory provision:
(i) for ensuring the safety of property received by the body corporate; and
(ii) generally for the protection of the interests of the public.
(4) An expression has in subsection (3) the meaning it would have if this section were in Part 7.10 of the Corporations Law of the Capital Territory.
(5) The body corporate that, immediately before the commencement of this Part, was the National Securities Exchanges Guarantee Corporation for the purposes of Part IXA of the Securities Industry Act 1980 is taken to have been nominated, at that commencement, under subsection (1).
68 SEGC’s functions and powers under Part 7.10 of the Corporations Law
(1) In addition to the legal capacity and powers it has because of section 124 of the Corporations Law of the Capital Territory, SEGC has such functions and powers as are conferred, or expressed to be conferred, on it by this Part or by Part 7.10 of the Corporations Law.
(2) Section 125 of the Corporations Law of the Capital Territory does not apply in relation to a function or power conferred, or expressed to be conferred, as mentioned in subsection (1) of this section.
69 Establishment of National Guarantee Fund
As soon as practicable after the commencement of this Part, SEGC must establish a fund, to be known as the National Guarantee Fund.
Part 11—Miscellaneous
70 National business names register
Where the Minister is satisfied that the Commission has access to electronic records of information containing, in relation to a jurisdiction or jurisdictions, names registered from time to time as business names in that jurisdiction or those jurisdictions, the Minister may, by notice published in the Gazette identifying the records concerned, declare that he or she is so satisfied.
72 Companies Liquidation Account
(1) In this section:
relevant money means:
(a) money that, immediately before the commencement of this section, stood to the credit of the Companies Liquidation Account established by section 428 of the Companies Act 1981; and
(b) money that, after the commencement of this section, is paid into the Companies Liquidation Account under provisions of the Companies Act 1981 that are taken to continue in force after the commencement of Chapter 5 of the Corporations Law for the purposes of windings up started before the commencement of that Chapter.
(2) Relevant money is to be dealt with in accordance with section 427 of the Companies Act 1981.
73 Regulations for the purposes of this Act
The Governor‑General may make regulations, not inconsistent with this Act, prescribing matters:
(a) required or permitted by this Act (other than Part 5) to be prescribed; or
(b) necessary or convenient to be prescribed for carrying out or giving effect to this Act (other than Part 5).
Part 12—Transitional
74 Co‑operative Scheme Acts
For the purposes of this Part, the following are the Co‑operative Scheme Acts:
Companies Act 1981
Companies (Fees) Act 1981
Companies (Fees: Taxation Component) Act 1989
Companies (Acquisition of Shares) Act 1980
Companies (Acquisition of Shares—Fees) Act 1980
Companies (Acquisition of Shares—Fees: Taxation Component) Act 1989
Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980
Companies (Transitional Provisions) Act 1981
Securities Industry Act 1980
Securities Industry (Fees) Act 1980
Securities Industry (Fees: Taxation Component) Act 1989
Futures Industry Act 1986
Futures Industry (Fees) Act 1986
Futures Industry (Fees: Taxation Component) Act 1989.
75 National scheme laws of the Capital Territory
For the purposes of this Part, the national scheme laws of the Capital Territory are:
(a) this Act; and
(b) the Corporations Law of the Capital Territory; and
(c) the ASIC Law of the Capital Territory.
76 National scheme laws prevail over Co‑operative Scheme Acts
(1) This section provides for the national scheme laws of the Capital Territory to supersede the Co‑operative Scheme Acts, which are to continue to operate of their own force only in relation to:
(a) matters arising before the commencement of this section; and
(b) matters arising, directly or indirectly, out of such matters;
in so far as those laws do not deal with those matters.
(2) Where a Co‑operative Scheme Act is inconsistent (within the meaning of section 109 of the Constitution) with a national scheme law of the Capital Territory, that law prevails and, to the extent of the inconsistency, that Act does not operate.
77 Regulations may exclude residual operation of Co‑operative Scheme Acts
(1) Regulations under section 73 may provide that prescribed provisions of Co‑operative Scheme Acts do not operate, either generally or as otherwise prescribed by the regulations.
(2) Regulations in force because of subsection (1) have effect accordingly.
78 Effect of sections 76 and 77
To the extent that an Act ceases to operate because of section 76 or 77, the Act is taken for the purposes of the Acts Interpretation Act 1901 to have been repealed by this Act.
79 Regulations may modify Co‑operative Scheme Acts
(1) Regulations under section 73 may provide that a specified Co‑operative Scheme Act, or specified provisions of a Co‑operative Scheme Act, has or have effect with such modifications as the regulations prescribe.
(2) Regulations in force because of subsection (1) have effect accordingly, even if, because of section 76 or 77, the specified Act does not operate of its own force, or the specified provisions do not operate of their own force, as the case requires.
(3) However, a reference in subsection 76(2) of this Act to a Co‑operative Scheme Act includes a reference to such an Act as it has effect, or to provisions of such an Act as they have effect, because of this section.
80 Updating references to Co‑operative Scheme Acts and regulations
(1) In this section:
instrument has the same meaning as in section 14, but does not include:
(a) a Co‑operative Scheme Act; or
(b) regulations under such an Act or under this Act; or
(c) a national scheme law, or national scheme regulations, of the Capital Territory;
national scheme regulations of the Capital Territory means the Corporations Regulations, or the ASIC Regulations, of the Capital Territory.
(2) Subject to subsection (4) and to any regulations in force under subsection (6), a reference in an instrument to a Co‑operative Scheme Act is to be taken to include a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.
(3) Subject to subsection (4) and to any regulations in force under subsection (6), a reference in an instrument to regulations under a Co‑operative Scheme Act is to be taken to include a reference to such provisions of national scheme regulations of the Capital Territory as correspond to provisions of the first‑mentioned regulations.
(4) Subject to any regulations in force under subsection (6), a reference in an instrument to a provision of a Co‑operative Scheme Act, or of regulations under such an Act, is to be taken to include a reference to the corresponding provision of a national scheme law, or of national scheme regulations, of the Capital Territory.
(4A) Subject to any regulations in force under subsection (6), a reference in an instrument to the National Companies and Securities Commission is to be taken to include a reference to the Australian Securities Commission.
(5) Regulations under section 73 may declare that, for the purposes of this section:
(a) prescribed provisions of national scheme laws of the Capital Territory correspond to prescribed provisions of Co‑operative Scheme Acts; and
(b) prescribed provisions of national scheme regulations of the Capital Territory correspond to prescribed provisions of regulations under Co‑operative Scheme Acts.
(6) Regulations under section 73:
(a) may declare that subsection (2), (3), (4) or (4A) of this section does not apply in relation to prescribed references in prescribed instruments; and
(b) may declare that subsection (2), (3), (4) or (4A) of this section has effect in relation to prescribed references in prescribed instruments as if, in that subsection, the words “be taken to be” were substituted for the words “be taken to include”.
(7) Regulations in force because of subsection (5) or (6) have effect accordingly.
81 Saving of provisions about Australian Stock Exchange Limited
(1) Section 76 does not apply in relation to Part IIA of the Securities Industry Act 1980.
(2) Part IIA has effect, as provided in this section, despite the national scheme laws of the Capital Territory.
(3) A reference in Part IIA to a relevant Act, except in relation to a time before the commencement of this section, is taken to be a reference to a national scheme law of the Capital Territory.
(4) Subject to subsection (5), a reference in Part IIA to a particular Co‑operative Scheme Act, except in relation to a time before that commencement, is taken to be a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.
(5) A reference in Part IIA to a provision of a Co‑operative Scheme Act (other than a provision of Part IIA itself), except in relation to a time before that commencement, is taken to be a reference to the corresponding provision of a national scheme law of the Capital Territory.
(6) Regulations in force because of subsection 80(5) also have effect for the purposes of this section.