Corporations Reform (Northern Territory) Act 2001

This Act provides the Northern Territory framework for the legal transition from the pre‑2001, Territory‑based corporations and ASIC laws to the Commonwealth Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001, and for the continued application of elements of Commonwealth corporations/ASIC law in Territory matters where the Territory chooses to do so. The Act operates as ancillary and transitional machinery. Its stated purpose is to “enact ancillary provisions, including transitional provisions, relating to the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation” (s 3). It comes into operation on the day immediately before the Corporations Act 2001 (Cth) commences, thereby sequencing the repeal and replacement mechanics (s 2).

Mechanically, the Act:

Repeals a long list of pre‑existing Territory companies and securities statutes (Schedule 1; s 7). The repeal is effected with the saving and transitional consequences described in the Act (s 7(2)).
Designates how references in Territory laws and instruments to the old Corporations Law, old ASIC law, or other specified instruments are to be read after commencement, by mapping those references to corresponding Commonwealth instruments and preserved instruments (s 12 and Schedule 2).
Establishes the concept of “corresponding provision” (s 5) so that particular old and new provisions are treated as equivalent for transitional purposes unless the Regulations say otherwise.
Provides that certain Territory laws that would otherwise be inconsistent with national scheme law are to operate despite that inconsistency (s 9).
Prescribes which pre‑commencement proceedings survive the repeal and which are terminated (s 8 and s 10), and provides transitional rules for winding up and liquidation matters that started prior to the relevant commencement (ss 15-17).

NORTHERN TERRITORY OF AUSTRALIA CORPORATIONS REFORM (NORTHERN TERRITORY) ACT 2001 As in force at 10 February 2026 Table of provisions Part 1 Preliminary 1 Short title ......................................................................................... 1 2 Commencement .............................................................................. 1 3 Purpose ........................................................................................... 1 4 Definitions ........................................................................................ 1 5 Corresponding provision .................................................................. 6 6 Operation of Act............................................................................... 8 Part 2 Repeal 7 Repeal of Acts ................................................................................. 8 8 Extinguishing rights and liabilities, and terminating proceedings, dealt with by new Corporations legislation ................. 8 Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws 9 Certain provisions of Northern Territory law taken to operate despite national scheme law.......................................................... 10 10 Court proceedings and orders ....................................................... 11 11 Existing rules of court continue to have effect ............................... 12 12 References in Acts or instruments to old corporations legislation or old ASIC legislation .................................................. 13 13 References to companies incorporated in a State or Territory....... 15 Division 2 Transitional arrangements for co-operative scheme laws 14 Definition........................................................................................ 17 15 Winding up started before commencement ................................... 17 16 Companies Liquidation Account .................................................... 18 17 General .......................................................................................... 18 Division 3 Functions etc. of Commonwealth agencies in relation to transitional arrangements for national scheme laws 18 Definitions ...................................................................................... 19

Corporations Reform (Northern Territory) Act 2001 ii 19 Continuing functions etc. of Commonwealth agencies under national scheme laws .................................................................... 21 Part 4 Application of Commonwealth Corporations legislation to Territory matters 20 Definitions ...................................................................................... 21 21 Northern Territory provisions to which this Part applies ................. 22 22 Effect of declaratory provisions...................................................... 22 23 Modifications to applied law ........................................................... 23 24 Conferral of functions on ASIC ...................................................... 24 25 Conferral of functions on Northern Territory courts........................ 24 26 Implied application of regulations and other provisions of Corporations legislation ................................................................. 24 27 Proceedings for offences ............................................................... 25 28 Application of Corporations legislation by other means ................. 26 Part 5 General 29 Rules of the Supreme Court .......................................................... 26 30 ASIC has certain functions and powers ......................................... 27 31 Regulations.................................................................................... 27 Schedule 1 Repealed Acts Schedule 2 Table ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 10 February 2026

CORPORATIONS REFORM (NORTHERN TERRITORY) ACT 2001 An Act to enact ancillary provisions relating to the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation and for other purposes Part 1 Preliminary 1 Short title This Act may be cited as the Corporations Reform (Northern Territory) Act 2001. 2 Commencement This Act comes into operation on the day on which, but immediately before, the Corporations Act 2001 (Cth) commences. 3 Purpose The purpose of this Act is to enact ancillary provisions, including transitional provisions, relating to the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation under its legislative powers, including powers with respect to matters referred to that Parliament for the purposes of section 51(xxxvii) of the Constitution of the Commonwealth. Note: The Corporations (Northern Territory Request) Act 2001 requests the Parliament of the Commonwealth to enact legislation in respect of certain matters relating to corporations and financial products and services. 4 Definitions (1) In this Act: applicable provision of the Northern Territory means a provision of: (a) the old Corporations Law or the old Corporations Regulations; (b) the old ASIC Law or the old ASIC Regulations; or

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 2 (c) a Commonwealth law as applying because an Act 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 Northern Territory, a State of the Commonwealth or the Australian Capital Territory and the Jervis Bay Territory. ASIC means the Australian Securities and Investments Commission. carried over provision: (a) of the old corporations legislation means a provision of that legislation that: (i) was in force immediately before the relevant time; and (ii) corresponds to a provision of the new corporations legislation; and (b) of the old ASIC legislation means a provision of that legislation that: (i) was in force immediately before the relevant time; and (ii) corresponds to a provision of the new ASIC legislation. co-operative scheme law means any of the following laws: (a) Companies (Application of Laws) Act 1986; (b) Companies (Northern Territory) Code; (c) Companies (Acquisition of Shares)(Application of Laws) Act 1986; (d) Companies (Acquisition of Shares) (Northern Territory) Code; (e) Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1986; (f) Companies and Securities (Interpretation and Miscellaneous Provisions) (Northern Territory) Code; (g) Securities Industry (Application of Laws) Act 1986;

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 3 (h) Securities Industry (Northern Territory) Code; (i) Futures Industry (Application of Laws) Act 1986; (j) Futures Industry (Northern Territory) Code. Corporations Law of the Northern Territory means the Corporations Law set out in section 82 of the Corporations Act 1989 (Cth) applying as a law of the Northern Territory under section 7 of the old application Act. corresponds derives its meaning from the meaning of a corresponding provision in section 5. instrument includes an instrument of a legislative or administrative character. liability includes a duty or obligation. made includes issued, given or published. national scheme law of this jurisdiction means: (a) the Corporations (Northern Territory) Act 1990; (b) the old Corporations Law; or (c) the old ASIC Law. new ASIC Act means the Australian Securities and Investments Commission Act 2001 (Cth). new ASIC legislation means: (a) the new ASIC Act; (b) the new ASIC Regulations (as amended and in force from time to time) and any other regulations made under the new ASIC Act; (c) the laws of the Commonwealth referred to in paragraph (a)(ii) and (in relation to the Northern Territory) paragraph (b)(iii) of the definition of old ASIC legislation in section 254(1) of the new ASIC Act, being those laws as they apply after the relevant time; and (d) the preserved instruments. new ASIC Regulations means the old ASIC Regulations that, because of section 264 of the new ASIC Act, have effect as if they were made under section 251 of that Act.

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 4 new Corporations Act means the Corporations Act 2001 (Cth). new corporations legislation means: (a) the new Corporations Act; (b) the new Corporations Regulations (as amended and in force from time to time) and any other regulations made under the new Corporations Act; (c) the laws of the Commonwealth referred to (in relation to the Northern Territory) in paragraph (c) of the definition of old corporations legislation in section 1371(1) of the new Corporations Act, being those laws as they apply after the relevant time; and (d) the preserved instruments. new Corporations Regulations means the old Corporations Regulations that, because of section 1380 of the new Corporations Act, have effect as if they were made under section 1364 of that Act. old application Act means the Corporations (Northern Territory) Act 1990 as in force from time to time before the relevant time. old ASIC Act means the Australian Securities and Investments Commission Act 1989 (Cth) as in force from time to time before the relevant time. old ASIC Law means the old ASIC Act, other than the excluded provisions specified in section 58(2) of the old application Act, from time to time applying before the relevant time as the ASIC Law of the Northern Territory within the meaning of section 58 of the old Application Act. old ASIC legislation means: (a) the old ASIC Law and the old ASIC Regulations, and any instruments made under that Law or those Regulations; (b) the old application Act, and any instruments made under that Act, as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time; and (c) the laws of the Commonwealth as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time as laws of, or for the government of, the Northern Territory because of Part 8 of the old application

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 5 Act, and any instruments made under those laws as so applying. old ASIC Regulations means the regulations in force under section 251 of the old ASIC Act applying from time to time before the relevant time as the ASIC Regulations of the Northern Territory within the meaning of section 59 of the old application Act. old Corporations Law means the Corporations Law of the Northern Territory as in force from time to time, before the relevant time. old corporations legislation means: (a) the old Corporations Law and the old Corporations Regulations, and any instruments made under that Law or those Regulations; (b) the old application Act, and any instruments made under that Act, as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time; and (c) the laws of the Commonwealth as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time as laws of, or for the government of, the Northern Territory because of Part 8 of the old application Act, and any instruments made under those laws as so applying. old Corporations Regulations means the regulations in force under section 22 of the Corporations Act 1989 (Cth) applying from time to time before the relevant time as the Corporations Regulations of the Northern Territory within the meaning of section 8 of the old application Act. order, in relation to a court, includes any judgment, conviction or sentence of the court. preserved instrument means: (a) in relation to the new corporations legislation – an instrument that, because of section 1399 of the new Corporations Act, has effect after the relevant time as if it were made under a provision of the new corporations legislation; and (b) in relation to the new ASIC legislation – an instrument that, because of section 275 of the new ASIC Act, has effect after the relevant time as if it were made under a provision of the new ASIC legislation.

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 6 previous Northern Territory corporations law means: (a) the Companies Act 1963; (b) the Marketable Securities Act 1971; (c) a co-operative scheme law; or (d) any other Act, or provision of an Act, specified by the regulations under subsection (2). provision of a law includes any portion of the law. referring State has the same meaning as in section 4 of the new Corporations Act. relevant time means the time when the new Corporations Act, as originally enacted, comes into operation. right includes an interest or status. (2) The Regulations may provide that a specified Act, or a specified provision of an Act, is a previous Northern Territory corporations law for the purposes of this Act. 5 Corresponding provision (1) For the purposes of this Act, a provision (the old provision) of the old corporations legislation or the old ASIC legislation corresponds to a provision (the new provision) the new corporations legislation or the new ASIC legislation (and vice versa) if: (a) the old provision and the new provision are substantially the same, unless the Regulations specify that the 2 provisions do not correspond; or (b) the Regulations specify that the 2 provisions correspond. (2) For the purposes of this Act, a provision (the old provision) of a previous Northern Territory corporations law corresponds to a provision (the new provision) of a national scheme law of this jurisdiction (and vice versa) if: (a) the old provision and the new provision are substantially the same, unless the regulations specify that the 2 provisions do not correspond; or (b) the regulations specify that the 2 provisions correspond.

Part 1 Preliminary Corporations Reform (Northern Territory) Act 2001 7 (3) For the purposes of subsection (1)(a) or (2)(a), differences of all or any of the following kinds are not sufficient to mean that 2 provisions are not substantially the same: (a) differences in the numbering of the provisions; (b) differences of a minor technical nature (for example, differences in punctuation, or differences that are attributable to the correction of incorrect cross references); (c) the fact that one of the provisions refers to a corresponding previous law and the other does not; (d) for the purposes of subsection (1)(a), the fact that: (i) the old provision allowed a court to exercise powers on its own motion but the new provision does not; (ii) the old provision required a court to apply a criterion of public interest but the new provision requires a court to apply a criterion of justice and equity; or (iii) the new provision requires ASIC to take account of public interest but the old provision did not; (e) for the purposes of subsection (1)(a), other differences that are attributable to the fact that the new corporations legislation and the new ASIC legislation apply as Commonwealth laws in the Northern Territory and the States and other Territories of the Commonwealth; (f) other differences of a kind prescribed by the Regulations for the purposes of this paragraph. (4) Subsection (3) is not intended to otherwise limit the circumstances in which 2 provisions are, for the purposes of subsection (1)(a) or (2)(a), substantially the same. (5) The Regulations may provide that: (a) a specified provision of the old corporations legislation does, or does not, correspond to a specified provision of the new corporations legislation; (b) a specified provision of the old ASIC legislation does, or does not, correspond to a specified provision of the new ASIC legislation; or

Part 2 Repeal Corporations Reform (Northern Territory) Act 2001 8 (c) a specified provision of a previous Northern Territory corporations law does, or does not, correspond to a specified provision of a national scheme law of this jurisdiction. 6 Operation of Act This Act has effect despite any provision of the old application Act or of an applicable provision of the Northern Territory. Part 2 Repeal 7 Repeal of Acts (1) The Acts specified in Schedule 1 are repealed. (2) The effect of the repeal of a national scheme law of this jurisdiction under subsection (1) is that which would have resulted had this Act and that law been Commonwealth Acts in relation to which the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000 applied. Note: Part III of the Acts Interpretation Act 1901 (Cth) contains provisions dealing with the effect of the repeal of an Act. These provisions protect accrued rights and liabilities and allow legal proceedings in respect of them to be commenced or continued. However, this section and section 9 have the effect of cancelling certain rights and liabilities and terminating certain legal proceedings. 8 Extinguishing rights and liabilities, and terminating proceedings, dealt with by new Corporations legislation (1) If, by force of: (a) Chapter 10 of the new Corporations Act; or (b) Part 16 of the new ASIC Act, a person acquires, accrues or incurs a right or liability in substitution for a pre-commencement right or liability, the pre-commencement right or liability is cancelled at the relevant time. (2) A proceeding in a court that: (a) was started before the relevant time; (b) was: (i) under a provision of the old corporations legislation or the old ASIC legislation; or

Part 2 Repeal Corporations Reform (Northern Territory) Act 2001 9 (ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation; (c) was a proceeding to which section 1383 of the new Corporations Act or section 267 of the new ASIC Act applies; and (d) had not been concluded or terminated before the relevant time, is terminated at the relevant time. (3) If, by force of a Commonwealth Act (other than the new Corporations Act) referred to in section 1393 to 1396 (inclusive) of the new Corporations Act, a person becomes liable to pay an amount that is the same as, and is in respect of the same matter as, an amount (pre-commencement amount) that was payable by the person before the relevant time under a provision of the old corporations legislation, the person's liability to pay the pre-commencement amount is cancelled at the relevant time. (4) This section has effect despite Part III of the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000. (5) In this section, pre-commencement right or liability means a right or liability, whether civil or criminal, other than a right or liability under an order made by a court before the relevant time or a liability referred to in subsection 1397(4) of the new Corporations Act, that: (a) was acquired, accrued or incurred under: (i) a carried over provision of the old corporations legislation or the old ASIC legislation; or (ii) a provision of the old corporations legislation or the old ASIC legislation that was no longer in force immediately before the relevant time; and (b) was in existence immediately before the relevant time.

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 10 Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws 9 Certain provisions of Northern Territory law taken to operate despite national scheme law (1) Any provision of a relevant law of the Northern Territory that: (a) makes (or, if not in force, would make on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction; or (b) but for the operation of section 5 of the old application Act would have made (or, if not in force, would have made on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction, is declared by this subsection to have effect despite the provision or provisions of the national scheme law of this jurisdiction with which it is inconsistent and as if the relevant law, or (in the case of a relevant law that is not an Act) the Act under which the relevant law was made, had itself provided expressly for this outcome. Note: Section 5G of the new Corporations Act only applies to a provision of a Northern Territory law that is inconsistent with a provision of the Corporations legislation to which Part 1.1A of that Act applies if that provision operated, immediately before the commencement of that Act, despite the provision of the old Corporations Law or the old ASIC Law that corresponds to the Commonwealth provision. (2) Any provision of a relevant law of the Northern Territory that provides that the whole of a previous Northern Territory corporations law or a specified provision of a previous Northern Territory corporations law does not apply to a matter is declared by this subsection to also provide that the whole of the old Corporations Law and the old ASIC Law or the corresponding provision (if any) of the old Corporations Law or the old ASIC Law (as the case requires) does not apply to that matter. Note: Under section 5F(4) of the new Corporations Act if the old Corporations Law or the old ASIC law, or a provision of that Law, did not apply to a matter immediately before the commencement of that Act, then the Corporations legislation to which Part 1.1A of that Act applies, or the corresponding provision of that legislation, does not apply to the matter.

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 11 (3) Subsection (1) or (2) does not apply to a provision of a relevant law of the Northern Territory (or a class of provisions of relevant laws of the Northern Territory) specified by the Regulations as a provision (or class of provisions) to which the subsection does not apply. (4) For the purposes of subsection (1), a provision of a relevant law of the Northern Territory is inconsistent with a provision of a national scheme law of this jurisdiction if it would be inconsistent within the meaning of section 109 of the Constitution of the Commonwealth of Australia if the national scheme law were an Act of the Commonwealth and the provision of the relevant law were a law of a State of the Commonwealth. (5) Nothing in this section affects the operation of section 6 of the old application Act in relation to an Act enacted before the commencement of that section or an instrument made under such an Act. (6) In this section: matter includes act, omission, body, person or thing. relevant law of the Northern Territory means a law of the Northern Territory enacted or made before the relevant time (whether or not it is in force before that time) other than a national scheme law of this jurisdiction or a previous Northern Territory corporations law. 10 Court proceedings and orders (1) This section applies to a proceeding, whether criminal or civil, in relation to which the following paragraphs are satisfied: (a) the proceeding was started in a court before the relevant time; (b) the proceeding was: (i) under a provision of the old corporations legislation or the old ASIC legislation; or (ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation; (c) the proceeding was not a proceeding to which section 1383 or 1384 of the new Corporations Act or section 267 or 268 of the new ASIC Act applies; (d) the proceeding had not been concluded or terminated before the relevant time.

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 12 (2) Without limiting section 7 but subject to subsection (3), a proceeding to which this section applies may be continued, and any order made by a court in such a proceeding may be appealed against, reviewed or enforced as if section 7 had not been enacted and the new corporations legislation and the new ASIC legislation had not commenced. (3) Nothing in this Part, section 7, the Regulations or the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000 operates to preserve the effect of an order to which section 1383(5) of the new Corporations Act or section 267(5) of the new ASIC Act applies and, at the relevant time, that order ceases to have effect as an order of the court by which it was made and any proceeding in relation to such an order is terminated. (4) To avoid doubt, Part 9 of the old application Act continues to have the same application to a proceeding to which this section applies as it did before the relevant time. (5) In this section, proceeding includes: (a) a proceeding by way of appeal against, or otherwise seeking review of, an order made by a court; (b) a proceeding to enforce an order made by a court; and (c) any other proceeding in respect of a breach of an order made by a court. 11 Existing rules of court continue to have effect The rules of court made under section 51 of the old application Act and all other enabling powers, as in force immediately before the relevant time, continue to have effect (and may be dealt with) at and after the relevant time as if: (a) they were rules of court in force under section 29; and (b) they were made for the purposes of the provisions of the corporations legislation (within the meaning of section 29) that correspond to the provisions of the old Corporations Law for which they were made.

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 13 12 References in Acts or instruments to old corporations legislation or old ASIC legislation (1) Subject to subsections (2) and (3), a reference in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the Northern Territory by force of an Act to: (a) a law, regulations or instrument specified in column 1 of the table in Schedule 2 is taken, at and after the relevant time, to include a reference to the Act, regulations or instrument of the kind specified opposite it in column 2 of the table; or (b) a provision or group of provisions of a law, regulations or instrument of a kind specified in column 1 of the table in Schedule 2 is taken, at and after the relevant time, to include a reference to the corresponding provision or provisions (if any) of the Act, regulations or instrument specified opposite it in column 2 of the table. (2) The Regulations may: (a) provide that subsection (1) does not apply in relation to prescribed references or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts; (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind; or (b) provide that subsection (1) applies in relation to prescribed references or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts; or (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under an Act, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind, as if, in that subsection, the words to be a reference were substituted for the words to include a reference.

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 14 (3) Subsection (1) does not apply in relation to references in, or taken immediately before the relevant time to be in: (a) the old application Act or an applicable provision of the Northern Territory; (b) a previous Northern Territory corporations law or an instrument made under a previous Northern Territory corporations law; (c) this Act or the Regulations; (d) the Corporations Reform (Consequential Amendments NT) Act 2001; (e) the Interpretation Act 1978; (f) any other Act, or any provision of an Act, or any kind of Act or provision of an Act, specified by the Regulations; (g) an instrument made under an Act, or any provision of an instrument made under an Act, or any kind of instrument made under an Act or provision of an instrument made under an Act, specified by the Regulations; or (h) a law applying as a law of the Northern Territory by force of an Act, or any provision of a law applying as a law of the Northern Territory by force of an Act, or any kind of a law applying as a law of the Northern Territory by force of an Act or provision of a law applying as a law of the Northern Territory, specified by the Regulations. (4) For the purposes of this Act, the Regulations may provide that a reference of a specified kind in, or taken immediately before the relevant time to be in, a specified Act or instrument made under an Act or a specified law applying as a law of the Northern Territory by force of an Act is to be taken to be the reference of the kind specified in relation to the reference in the Regulations. (5) An express reference in an Act, an instrument made under an Act or a law applying a law of the Northern Territory by force of an Act to: (a) an Act, regulations or other instrument forming part of the new corporations legislation or the new ASIC legislation; or (b) a provision or group of provisions of such an Act, regulations or other instrument,

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 15 is taken, in relation to events, circumstances or things that happened or arose at a time before the relevant time, to include (unless the contrary intention appears or the context of the reference otherwise requires) a reference to the corresponding provision or provisions of the old corporations legislation, or the old ASIC legislation (as the case requires) of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act. (6) The Regulations may: (a) provide that subsection (5) does not apply in relation to prescribed references or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts; or (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind; or (b) provide that subsection (5) applies in relation to prescribed references or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts; (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind, as if, in that subsection, the words "of a jurisdiction specified by the regulations" were substituted for the words "of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act". 13 References to companies incorporated in a State or Territory (1) Unless the contrary intention appears and subject to subsections (2) and (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the Northern Territory by force of an Act to:

Part 3 Transitional provisions Division 1 Transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 16 (a) a company (within the meaning of the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth) incorporated in the Northern Territory or that State or other Territory; (b) a company that is incorporated under the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth; (c) a company that is registered or taken to be registered under the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth; or (d) a body that is taken to be registered as a company under the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth, is taken, after the relevant time, to be a reference to a company that, under section 119A or 1378(4) of the new Corporations Act, is taken to be registered in the Northern Territory or that State or other Territory, as the case requires. (2) Unless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the Northern Territory by force of an Act to a foreign company (within the meaning of the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth) is taken, after the relevant time, to be a reference to a foreign company within the meaning of the new Corporations Act. (3) Unless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the Northern Territory by force of an Act to the jurisdiction of incorporation of a corporation, being a company registered or taken to be registered under the Corporations Law of the Northern Territory or of a State or another Territory of the Commonwealth, is taken, after the relevant time, to be a reference to the State or Territory in which the corporation is taken to be registered under section 119A or 1378(4) of the new Corporations Act. (4) The Regulations may: (a) provide that subsection (1), (2) or (3) does not apply in relation to prescribed references, or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts;

Part 3 Transitional provisions Division 2 Transitional arrangements for co-operative scheme laws Corporations Reform (Northern Territory) Act 2001 17 (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under Acts or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind; or (b) provide that subsection (1), (2) or (3) applies in relation to prescribed references or references of a prescribed kind: (i) in prescribed Acts or instruments made under Acts; (ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or (iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind, as if, in that subsection, the words "to include a reference" were substituted for the words "to be a reference". Division 2 Transitional arrangements for co-operative scheme laws 14 Definition In this Division, Corporations Law commencement means 1 January 1991 (which is the day the Corporations (Northern Territory) Act 1990 commenced). 15 Winding up started before commencement (1) The provisions of the new Corporations Act with respect to winding up do not apply to any body corporate whose winding up was started before the Corporations law commencement. (2) If a body corporate's winding up started before the Corporations Law commencement under a law in force in the Northern Territory: (a) the body corporate is to be wound up in the same manner, and with the same incidents, as if the Companies Act 1981 (Cth) had not been repealed and the Corporations Act 1989 (Cth) had not been enacted; and (b) for the purposes of the winding up, the Companies Act 1981 (Cth) applies, with such modifications as the circumstances require, as if a reference in that Act to the NCSC were, except in relation to a time before that commencement, a reference to the ASIC.

Part 3 Transitional provisions Division 2 Transitional arrangements for co-operative scheme laws Corporations Reform (Northern Territory) Act 2001 18 16 Companies Liquidation Account (1) In this section, relevant money means: (a) money that, immediately before the Corporations Law commencement, stood to the credit of the Companies Liquidation Account established by section 428 of the Companies Act 1981 (Cth); and (b) money that, after the Corporations Law commencement, was or is paid into the Companies Liquidation Account under the provisions of the Companies Act 1981 (Cth) that were taken to continue in force after the Corporations Law commencement for the purposes of windings up started before that commencement. (2) Relevant money is to be dealt with in accordance with section 427 of the Companies Act 1981 (Cth). 17 General (1) If, immediately before the commencement of the new Corporations Act, an Act that is a co-operative scheme law repealed under section 7 and that applied to a matter in the Northern Territory, that Act: (a) continues to apply to that matter after that commencement despite its repeal; and (b) if that Act applied to that matter immediately before that commencement with particular modifications – continues to apply to the matter with the same modifications. (2) For the purposes of subsection (1), if a company was dissolved before the Corporations Law commencement, the Companies Act 1981 (Cth) is taken to have applied to the dissolution immediately before the commencement of the new Corporations Act.

Part 3 Transitional provisions Division 3 Functions etc. of Commonwealth agencies in relation to transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 19 Division 3 Functions etc. of Commonwealth agencies in relation to transitional arrangements for national scheme laws 18 Definitions In this Division: 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 of the Commonwealth; (b) the Administrative Review Tribunal established by the Administrative Review Tribunal Act 2024 (Cth); (c) the Australian Federal Police; and (d) any other court, tribunal or authority established by or in accordance with an Act of the Commonwealth. non-federal proceeding means: (a) a proceeding in relation to which: (i) sections 1383(1)(a), (b) and (d) of the Corporations Act 2001 are satisfied but section 1383(1)(e) of that Act is not satisfied; or (ii) sections 267(1)(a), (b) and (d) of the Australian Securities and Investments Commission Act 2001 (Cth) are satisfied but section 267(1)(e) of that Act is not satisfied; (b) an enforcement proceeding, or an appeal or review proceeding, in relation to an order of a court made before the commencement in relation to a proceeding that was: (i) under a provision of the old corporations legislation; (ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation; (iii) under a provision of the old ASIC legislation; or (iv) brought as, or connected with, a prosecution for an offence against a provision of the old ASIC legislation; or

Part 3 Transitional provisions Division 3 Functions etc. of Commonwealth agencies in relation to transitional arrangements for national scheme laws Corporations Reform (Northern Territory) Act 2001 20 (c) an enforcement proceeding, or an appeal or review proceeding, in relation to an order of a court made after the commencement in relation to a proceeding referred to in paragraph (a). officer, in relation to the Commonwealth, includes: (a) a Minister of the Commonwealth; (b) a person holding: (i) an office established by or under an Act of the Commonwealth; (ii) an appointment made under an Act of the Commonwealth; or (iii) an appointment made by the Governor-General or a Minister of the Commonwealth but not under an Act; (c) a member or special member of the Australian Federal Police; (d) the Director of Public Prosecutions within the meaning of the Director of Public Prosecutions Act 1983 (Cth); (e) the Commonwealth Ombudsman within the meaning of the Ombudsman Act 1976 (Cth); (f) the Privacy Commissioner appointed under the Privacy Act 1988 (Cth); (g) a Special Prosecutor appointed under the Special Prosecutors Act 1982 (Cth); (h) any other person who is a member or officer of an authority of the Commonwealth; and (i) any other 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 of the Commonwealth. transitional national scheme function or power means a function or power in relation to a non-federal proceeding that is expressed to be conferred by or under a law of the Northern Territory.

Part 4 Application of Commonwealth Corporations legislation to Territory matters Corporations Reform (Northern Territory) Act 2001 21 19 Continuing functions etc. of Commonwealth agencies under national scheme laws (1) Commonwealth authorities and officers: (a) have the transitional national scheme powers and functions; and (b) may perform the functions and exercise the powers imposed and conferred on them by virtue of Division 1. (2) A Commonwealth authority or officer: (a) is not subject to any directions in relation to the performance or exercise of a transitional national scheme function or power; and (b) is not under a duty to perform or exercise a transitional national scheme function or power. (3) Subsection (2) does not apply to ASIC. Part 4 Application of Commonwealth Corporations legislation to Territory matters 20 Definitions In this Part: applied law means a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that this Part applies to a matter as if the provision or provisions were a law or laws of the Northern Territory. confer includes impose. Corporations legislation means the Corporations legislation to which Part 1.1A of the new Corporations Act applies. declaratory provision means a provision of a law of the Northern Territory to which this Division applies by operation of section 21. function includes a power. matter includes act, omission, body, person or thing. modification includes addition, exception, omission or substitution. perform includes exercise.

Part 4 Application of Commonwealth Corporations legislation to Territory matters Corporations Reform (Northern Territory) Act 2001 22 21 Northern Territory provisions to which this Part applies (1) This Part applies to a provision of a law of the Northern Territory if the provision declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to any of the following (whether with or without modifications): (a) the whole of the Corporations legislation; (b) a specified Act, regulations or other instrument forming part of the Corporations legislation; (c) a specified provision or provisions of the Corporations legislation or of an Act, regulations or other instrument forming part of the Corporations legislation. (2) Subsection (1) does not apply to a provision of a law of the Northern Territory to the extent that it declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that already applies to the matter as a law of the Commonwealth. 22 Effect of declaratory provisions (1) Subject to this Part, a declaratory provision has effect in relation to a matter as follows: (a) if the declaratory provision is one to which section 21(1)(a) applies – the whole of the Corporations legislation applies to the matter as if it were a law of the Northern Territory; (b) if the declaratory provision is one to which section 21(1)(b) applies – the Act, regulations or other instrument specified by the declaratory provision applies or apply to the matter as if it or they were a law or laws of the Northern Territory; (c) if the declaratory provision is one to which section 21(1)(c) applies – the provision or provisions specified by the declaratory provision applies or apply in relation to the matter as if it or they were a law or laws of the Northern Territory. (2) A provision applied to a matter by a declaratory provision, or taken by force of section 26(1) to apply to the matter, is applied as in force for the time being unless the declaratory provision applies it as in force at a particular time specified by the declaratory provision.

Part 4 Application of Commonwealth Corporations legislation to Territory matters Corporations Reform (Northern Territory) Act 2001 23 23 Modifications to applied law (1) This Part operates to apply a provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the Northern Territory subject to the following modifications: (a) any modifications specified by or under the law containing the declaratory provision; (b) a reference to ASIC is (unless a function under an applied law is conferred on ASIC as referred to in section 24) taken to be a reference to: (i) the Minister administering the declaratory provision or another person (or person belonging to a class of persons) specified by the Regulations (whether generally or in relation to a particular applied law); or (ii) any other person specified by or under the declaratory provision; (c) a reference to the Gazette is a reference to the Gazette as defined in section 18 of the Interpretation Act 1978; (d) a reference to the Minister is a reference to the Minister administering the declaratory provision; (e) a reference to this jurisdiction is a reference to the Northern Territory; (f) any other modifications that are necessary or that are prescribed by Regulations made under this Act, whether generally or in relation to a particular applied law. (2) Any power to make regulations under an Act containing a declaratory provision extends to the making of regulations specifying modifications for the purposes of this Part. (3) Except as provided by subsection (1), definitions and other interpretation provisions of the Corporations legislation, or of the Act, regulations or other instrument forming part of the Corporations legislation, relevant to the applied law are taken also to apply to the matter that is the subject of the declaratory provision. (4) This section has effect subject to sections 24 to 27 (inclusive).

Part 4 Application of Commonwealth Corporations legislation to Territory matters Corporations Reform (Northern Territory) Act 2001 24 24 Conferral of functions on ASIC (1) Neither a declaratory provision nor an applied law operates to confer a function on ASIC in relation to the applied law unless: (a) the declaratory provision provides for ASIC to perform that function pursuant to an agreement or arrangement of the kind referred to in section 11(8) or (9A)(b) of the new ASIC Act; and (b) ASIC is authorised to perform that function under section 11 of the new ASIC Act. (2) If a declaratory provision operates to confer a function on ASIC in relation to an applied law, the conferral of that function is taken not to impose a duty to perform that function despite anything to the contrary in the applied law. 25 Conferral of functions on Northern Territory courts An applied law that confers a function or duty on a court or on the Court is taken to confer that function or duty (along with the jurisdiction to exercise that function or duty) on the Supreme Court or such other court of the Northern Territory specified by or under the declaratory provision. 26 Implied application of regulations and other provisions of Corporations legislation (1) Unless a declaratory provision provides otherwise, the following provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, are also taken to apply to a matter that is the subject of a declaratory provision as if they were laws of the Northern Territory: (a) the provisions of any regulations made under the applied law; (b) any provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that creates an offence in relation to a contravention of the applied law or specifies the penalty for an offence created by a provision of the applied law; (c) the provisions of Part 9.4B (Civil consequences of contravening civil penalty provisions) of the new Corporations Act for the purposes of any provision of the applied law that is a civil penalty provision within the meaning of that Part.

Part 4 Application of Commonwealth Corporations legislation to Territory matters Corporations Reform (Northern Territory) Act 2001 25 (2) The Regulations may prescribe modifications (whether generally or in relation to a particular applied law) of any of the provisions that are also taken to apply to a matter by force of subsection (1) for the purposes of that application. 27 Proceedings for offences (1) Proceedings for an offence against an applied law may be dealt with as an offence against a law of the Northern Territory. (2) For the purposes of an offence against an applied law: (a) the amount of a penalty unit specified in relation to that offence by the applied law, or a provision taken by force of section 26(1) to apply to the matter that is the subject of the declaratory provision, is $100; and (b) the laws of the Northern Territory apply in relation to that offence as if the applied law, or a provision taken by force of section 26(1) to apply to the matter that is the subject of the declaratory provision, were a law or laws of the Northern Territory. (3) Without limiting subsection (2)(b), the laws of the Northern Territory referred to in that subsection as applying in relation to an offence include laws with respect to: (a) the investigation and prosecution of offences; (b) the arrest, custody, bail, trial, finding of guilt and conviction of persons charged with offences; (c) proceedings relating to a matter referred to in paragraph (a) or (b); (d) the classification of offences as indictable or summary; (e) appeals and reviews relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c); (f) the sentencing, punishment and release of persons found guilty or convicted of offences; (g) fines, penalties and forfeitures; and (h) confiscation of the proceeds of crime.

Part 5 General Corporations Reform (Northern Territory) Act 2001 26 28 Application of Corporations legislation by other means Nothing in this Part prevents a law of the Northern Territory from applying any provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the Northern Territory otherwise than by means of a declaratory provision. Part 5 General 29 Rules of the Supreme Court (1) The Judges of the Supreme Court of the Northern Territory or a majority of them may make rules of court: (a) with respect to proceedings, and the practice and procedure, of that Court under the Corporations legislation; (b) with respect to any matter or thing that is: (i) required or permitted by the Corporations legislation to be prescribed by rules within the meaning of the Corporations legislation; or (ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to the Corporations legislation; and (c) without limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court. (2) When a lower court of the Northern Territory is exercising jurisdiction with respect to matters arising under the Corporations legislation, the court must apply the rules of court made under subsection (1), with such alterations as are necessary. (3) In this section: Corporations legislation means: (a) the new Corporations Act; (b) the new ASIC Act; and (c) the regulations made under the new Corporations Act and the new ASIC Act.

Part 5 General Corporations Reform (Northern Territory) Act 2001 27 30 ASIC has certain functions and powers (1) The Minister, or a person authorised in writing by the Minister, may enter into an agreement or arrangement with ASIC for the performance of functions or the exercise of powers by ASIC as an agent of the Northern Territory, even if those functions or powers are conferred on another person or body by or under a law of the Northern Territory. (2) An agreement or arrangement of a kind referred to in subsection (1) has effect by force of this section despite any provision of a law of the Northern Territory with respect to any function or power that is the subject of the agreement or arrangement. Note: Section 11(9) of the new ASIC Act provides that ASIC has, but is not under a duty to perform, the functions and powers that are the subject of the agreement or arrangement with the Northern Territory. 31 Regulations (1) The Administrator may make regulations, not inconsistent with this Act, prescribing matters: (a) required or permitted by this Act to be prescribed; or (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act. (2) Without limiting subsection (1), the Regulations may provide that certain provisions of Part 2 are taken to be modified as set out in the Regulations (and those provisions then have effect as if they were so modified). (3) Without limiting subsection (1), the Regulations may amend regulations made under another Act, rules and by-laws, but only if the amendment is consequential on the enactment, or proposed enactment, by the Parliament of the Commonwealth of: (a) the old ASIC Act; (b) the Corporations Act 1989 (Cth); (c) an Act amending an Act specified to in paragraph (a) or (b); (d) the new ASIC Act; or (e) the new Corporations Act.

Part 5 General Corporations Reform (Northern Territory) Act 2001 28 (4) Without limiting subsection (1), the Regulations may: (a) declare a matter to be an excluded matter for the purposes of section 5F of the new Corporations Act in relation to: (i) the whole of the Corporations legislation to which Part 1.1A of that Act applies; (ii) a specified provision of that legislation; (iii) that legislation other than a specified provision; or (iv) that legislation otherwise than to a specified extent; and (b) declare a provision of a law of the Northern Territory, or a provision of a law of the Northern Territory as amended as specified in the Regulations, to be a Corporations legislation displacement provision for the purposes of section 5G of the new Corporations Act (either generally or specifically in relation to a provision of the Corporations legislation to which Part 1.1A of that Act applies). (5) Without limiting subsection (1), the Regulations may make provision for or with respect to enabling jurisdiction conferred by or under the old corporations legislation or the old ASIC legislation or a previous Northern Territory corporations law to be exercised by a court of the Northern Territory, or confirming that such jurisdiction is exercisable by a court of the Northern Territory, including (without limitation) provisions for or with respect to: (a) conferring jurisdiction on courts of the Northern Territory; (b) the construction of references in the old corporations legislation or the old ASIC legislation or a previous Northern Territory corporations law to Commonwealth authorities and officers; (c) the disapplication of provisions of the old corporations legislation or the old ASIC legislation or a previous Northern Territory corporations law, including provisions that contemplate the administration or enforcement of laws as if they were Commonwealth laws or that contemplate offences and other matters as being offences against and matters under Commonwealth laws; (d) the treatment of offences arising under the old corporations legislation or the old ASIC legislation or a previous Northern Territory corporations law (including the specification of penalties);

Part 5 General Corporations Reform (Northern Territory) Act 2001 29 (e) prescribing modifications of the old corporations legislation or the old ASIC legislation or a previous Northern Territory corporations law; and (f) associated procedural and consequential matters. (6) Without limiting subsection (1), the Regulations may deal with matters of a transitional nature that relate to: (a) the transition from the application of provisions of the old corporations legislation or a previous Northern Territory corporations law to the application of provisions of the new corporations legislation or the new ASIC legislation; and (b) the repeal of an Act under section 7, and, in so doing, the Regulations may: (c) provide for the appointment by the Minister of a person (whether by name, by reference to an office, position or designation held by a person or by reference to a person holding, acting in or performing the duties of an office, position or designation) to be a person who may, in relation to an event, circumstance or thing that happened or arose before the commencement of section 7, exercise a power or perform a function conferred or imposed on the Commissioner for Corporate Affairs (within the meaning of the Companies (Administration) Act 1986) under an Act in force before that commencement as if that Act continued to be in force; (d) provide that, if no person holds the appointment referred to in paragraph (c), the Chief Executive Officer of the Agency administering this Act may, in relation to an event, circumstance or thing that happened or arose before the commencement of section 7, exercise a power or perform a function conferred or imposed on the Commissioner for Corporate Affairs (within the meaning of the Companies (Administration) Act 1986) under an Act in force before that commencement as if that Act continued to be in force; and (e) prohibit or regulate the exercise of a power or performance of a function of the Commissioner for Corporate Affairs by a person appointed in accordance with paragraph (c) or the Chief Executive Officer referred to in paragraph (d), including by imposing conditions, limitations or qualifications on the exercise of such a power or performance of such a function by that person.

Part 5 General Corporations Reform (Northern Territory) Act 2001 30 (7) Any provision of the Regulations may be expressed to take effect from a time that is before the day on which the Regulations containing the provision are made, not being a time earlier than immediately before the relevant time. (8) To the extent to which a provision of a regulation takes effect from a time that is before the day on which the Regulations containing the provision are made, the provision does not operate so as: (a) to affect in a manner prejudicial to any person (other than the Northern Territory or an authority of the Northern Territory), the rights of that person existing before the date of making of those Regulations; or (b) to impose liabilities on any person (other than the Northern Territory or an authority of the Northern Territory) in respect of anything done or omitted to be done before the date of making of those Regulations. (9) The Regulations have effect despite anything to the contrary in Part 2. (10) In this section, matters of a transitional nature includes matters of an application or savings nature.

Schedule 1 Repealed Acts Corporations Reform (Northern Territory) Act 2001 31 Schedule 1 Repealed Acts section 7 Companies Ordinance 1963 No. 43, 1963 Companies Ordinance (No. 2) 1963 No. 62, 1963 Companies Ordinance (No. 3) 1963 No. 75, 1963 Companies Ordinance 1967 No. 25, 1967 Companies Ordinance 1968 No. 3, 1968 Companies Ordinance 1969 No. 44, 1969 Companies Ordinance 1972 No. 54, 1972 Companies Ordinance 1973 No. 38. 1973 Companies Ordinance 1974 No. 21, 1974 Companies Ordinance 1976 No. 22, 1976 Companies Act 1978 No. 80, 1978 Companies Amendment Act 1984 No. 40, 1984 Companies (Acquisition of Shares)(Application of Laws) Act 1986 No. 15, 1986 Companies (Administration) Act 1986 No. 17, 1986 Companies and Securities (Consequential Amendments) Act 1986 No. 18, 1986 Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1986 No. 16, 1986 Companies (Application of Laws) Act 1986 No. 13, 1986 Companies (Application of Laws) Amendment Act 1987 No. 25, 1987 Corporations (Consequential Amendments) Act 1990 No. 59, 1990 Corporations (Northern Territory) Act 1990 No. 56, 1990

Schedule 1 Repealed Acts Corporations Reform (Northern Territory) Act 2001 32 Corporations (Northern Territory) Amendment Act 1991 No. 81, 1991 Corporations (Northern Territory) Amendment Act 1992 No. 69, 1992 Corporations (Northern Territory) Amendment Act 1995 No. 11, 1995 Futures Industry (Application of Laws) Act 1986 No. 60, 1986 Marketable Securities Ordinance 1971 No. 54, 1971 Securities Industry (Application of Laws) Act 1986 No. 14, 1986

Schedule 2 Table Corporations Reform (Northern Territory) Act 2001 33 Schedule 2 Table section 12(1) Column 1 Column 2 the Corporations Law of the Northern Territory the new Corporations Act the Corporations Regulations of the Northern Territory the new Corporations Regulations an instrument made under the Corporations Law of the Northern Territory or the Corporations Regulations of the Northern Territory a corresponding preserved instrument under the new corporations legislation the Corporations Law the new Corporations Act the Corporations Regulations the new Corporations Regulations the Corporations Law of a jurisdiction other than the Northern Territory that is a referring State the new Corporations Act the Corporations Regulations of a jurisdiction other than the Northern Territory that is a referring State the new Corporations Regulations an instrument made under the Corporations Law, or the Corporations Regulations, of a jurisdiction other than the Northern Territory that is a referring State a corresponding preserved instrument under the new corporations legislation the old ASIC Law Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act the ASC Law of the Northern Territory Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act

Schedule 2 Table Corporations Reform (Northern Territory) Act 2001 34 the old ASIC Regulations the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part the ASC Regulations of the Northern Territory the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part an instrument made under the old ASIC Law or the old ASIC Regulations a corresponding preserved instrument under the new ASIC legislation an instrument made under the ASC Law of the Northern Territory or the ASC Regulations of the Northern Territory a corresponding preserved instrument under the new ASIC legislation the ASIC Law Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act the ASC Law Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act the ASIC Regulations the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part the ASC Regulations the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part the ASIC Law of a jurisdiction other than the Northern Territory that is a referring State Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act

Schedule 2 Table Corporations Reform (Northern Territory) Act 2001 35 the ASC Law of a jurisdiction other than the Northern Territory that is a referring State Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act the ASIC Regulations of a jurisdiction other than the Northern Territory that is a referring State the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part the ASC Regulations of a jurisdiction other than the Northern Territory that is a referring State the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of that Part an instrument made under the ASIC Law, or the ASIC Regulations, of a jurisdiction other than the Northern Territory that is a referring State a corresponding preserved instrument under the new ASIC legislation an instrument made under the ASC Law, or the ASC Regulations, of a jurisdiction other than the Northern Territory that is a referring State a corresponding preserved instrument under the new ASIC legislation

ENDNOTES Corporations Reform (Northern Territory) Act 2001 36 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Corporations Reform (Northern Territory) Act 2001 (Act No. 19, 2001) Assent date 29 June 2001 Commenced 15 July 2001 (s 2, s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001) Corporations (Financial Services Reform Amendments) Act 2002 (Act No. 16, 2002) Assent date 7 June 2002 Commenced 11 March 2002 (s 2, s 2 Financial Services Reform Act 2001 (Cth Act No. 122, 2001), s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001) Local Court (Related Amendments) Act 2016 (Act No. 8, 2016) Assent date 6 April 2016 Commenced 1 May 2016 (s 2, s 2 Local Court (Repeals and Related Amendments) Act 2016 (Act No. 9, 2016) and Gaz S34, 29 April 2016) Statute Law Revision and Repeals Act 2026 (Act No. 3, 2026) Assent date 9 February 2026 Commenced 10 February 2026 (s 2) 3 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22 of 2018) to: ss 1, 3, 12, 14, 23 and 31. 4 LIST OF AMENDMENTS s 2 amd No. 3, 2026, s 64 s 4 amd No. 3, 2026, s 64 ss 7 – 8 amd No. 3, 2026, s 64

ENDNOTES Corporations Reform (Northern Territory) Act 2001 37 s 10 amd No. 3, 2026, s 64 s 15 – 18 amd No. 3, 2026, s 64 s 23 amd No. 16, 2002, s 7 s 27 amd No. 8, 2016, s 45 s 31 amd No. 3, 2026, s 64

1 Corporations Reform (Northern Territory) Act 2001

This Act constructs a small vocabulary of interlocking legal concepts used to translate Commonwealth corporations law into Territory effect and to manage the transition.

Relevant time: The anchor point for most transitional rules is the “relevant time”, defined as the time when the new Corporations Act, as originally enacted, comes into operation (s 4). The Act’s repeal, carry‑over and extinguishment rules refer to that moment.

Corresponding provision / corresponds: Section 5 defines when an “old” provision (of old corporations or old ASIC legislation, or of a previous Territory corporations law) corresponds to a “new” provision in the Commonwealth Acts, and permits the Regulations to declare correspondence. Subsection 5(3) sets out that certain types of differences (numbering, minor technical differences, and other specified differences) do not prevent provisions being treated as substantially the same. The Regulations may also specify correspondences or non‑correspondences (s 5(5)).

Carried over provision / preserved instrument: “Carried over provision” denotes an old provision in force immediately before the relevant time that corresponds to a provision in the new legislation (s 4). “Preserved instrument” describes instruments that, by operation of transitional provisions in the federal Acts (sections referenced in the definitions), continue to have effect as if made under the new Commonwealth legislation (s 4). Schedule 2 maps old Territory instruments to the new Acts and to preserved instruments.

Declaratory provision / applied law: Part 4 introduces “declaratory provisions” , Territory laws that declare a matter to be an “applied Corporations legislation matter” so that the whole or parts of the Corporations legislation (or associated instruments) apply to a Territory matter as if they were Territory law (ss 20-22). The applied law is the provision or instrument of the Corporations legislation so applied (s 20).

Modifications and substitution: When the Corporations legislation is applied as Territory law, the Act specifies particular modifications to make federal concepts workable in the Territory context, for example:

references to ASIC may be read as references to the Territory Minister or another person when a function is not to be conferred on ASIC (s 23(1)(b));
references to the Gazette or to “this jurisdiction” are recast to the Territory (s 23(1)(c) and (e));
other necessary or prescribed modifications may be made by the declaratory provision or by Regulations (s 23(1)(a),(f)).

Conferral of functions on ASIC and courts: The Act does not automatically import federal agency responsibilities. Section 24 provides that neither a declaratory provision nor an applied law confers a function on ASIC unless the declaratory provision provides for ASIC to perform the function under an agreement or arrangement of the kind in s 11(8) or (9A)(b) of the new ASIC Act, and ASIC is authorised under s 11 of the new ASIC Act. Similarly, s 25 takes applied law powers conferred on courts to be exercisable by the Territory Supreme Court or another specified Territory court, thereby localising judicial functions.

Extinguishing rights and terminating proceedings: The Act cancels pre‑commencement rights replaced by the federal carry‑over (s 8(1)), and specifies which proceedings started before the relevant time are terminated and which may be continued (s 8(2); s 10). It also sets out that the effect of repeal is to be as if the Commonwealth Acts applied (s 7(2)), but subject to specific cancellations made by the Act itself (s 8(4)).

Offences and penalties: Where Corporations legislation is applied to a Territory matter, offences under applied law are to be treated as Territory offences, with penalty units for the purposes of such offences set at $100 each (s 27). Section 26(1) also brings in regulations and the civil penalty Part 9.4B of the new Corporations Act to apply to applied law matters unless a declaratory provision provides otherwise.

Regulation and rule‑making: The Administrator has broad powers to make Regulations to carry the Act into effect, to modify the operation of Part 2 repeals, to make transitional and consequential amendments consequential on Commonwealth enactments, and to declare excluded matters and displacement provisions for s 5F/5G purposes of the new Corporations Act (s 31). The Judges of the Supreme Court may make court rules for proceedings under the Corporations legislation as applied in the Territory (s 29), and existing rules under the old application Act continue to have effect (s 11).

These concepts combine to make the Act both a mapping instrument, converting old Territory concepts into the new Commonwealth architecture, and a toolbox for the Territory to adopt Commonwealth provisions as Territory law, subject to specific localisation and to limits on agency conferral.

The Act affects a set of actors and interests that include corporates, litigants, courts, regulatory agencies, Territory administrators, and persons with vested pre‑commencement rights. The Act’s text identifies who assumes responsibilities, who retains discretion, and who bears costs.

Companies and bodies: Companies that were incorporated, registered, wound up, dissolved or otherwise regulated under previous Territory schemes or the old Corporations Law are affected by the statutory mapping in ss 12 and 13 and by the transitional winding‑up rules in ss 15-17. For bodies in winding up before the commencement, s 15 preserves the pre‑2001 winding‑up regime: the new Corporations Act’s winding‑up provisions do not apply to a body corporate whose winding up started before the Corporations Law commencement, and the Companies Act 1981 is taken to continue to apply in the manner specified (s 15).

Litigants and prospective claimants: Section 8 cancels pre‑commencement rights when those rights are replaced by post‑commencement rights under the new Acts (s 8(1)). Section 8(2) terminates certain proceedings started before the relevant time where sections of the new federal Acts apply (and subject to s 10 which preserves other proceedings). Practitioners and parties with matters in flight at the time of commencement must therefore identify whether their proceedings are among those that may be continued (s 10(1)-(2)) or instead are terminated by the transitional scheme (s 8 and s 10(3)). Section 10 identifies the categories and notes that Part 9 of the old application Act continues to apply to proceedings preserved by s 10(4).

The Northern Territory courts and judges: The Supreme Court has express rule‑making power for Corporations legislation matters as applied in the Territory (s 29(1)), and where lower Territory courts exercise jurisdiction under the Corporations legislation they must apply the Supreme Court’s rules (s 29(2)). Section 25 localises any functions an applied law confers on federal courts to Territory courts.

Commonwealth authorities and officers: Part 3 Division 3 and s 19 preserve the ability of Commonwealth authorities and officers to continue to perform transitional national scheme powers and functions in relation to non‑federal proceedings (definitions in s 18 and the continuance in s 19). The Act declares that Commonwealth authorities and officers may perform transitional national scheme functions and are not subject to directions in relation to those functions, except that subsection 19(3) excludes ASIC from that non‑direction rule. In other words, Commonwealth bodies retain roles in transitional matters, but the Act draws a line around ministerial or specified Territory control for those powers.

ASIC and Territory executive: Section 24 restricts automatic conferral of functions on ASIC. An applied law does not confer functions on ASIC unless a declaratory provision provides for ASIC to perform that function pursuant to specified kinds of agreements and ASIC is authorised under s 11 of the new ASIC Act. Separately, s 30 allows the Territory Minister, or a person authorised by the Minister, to enter agreements with ASIC for ASIC to perform functions as agent of the Northern Territory; those agreements have effect despite Territory law that might otherwise regulate the function (s 30(2)).

Administrators, Ministers and the Administrator: The Administrator has broad regulation‑making power under s 31, including the power to make Regulations with retrospective effect (within limits) and to modify repeals in Part 2. The Territory Minister is the default addressee where references to ASIC are localised under the applied law (s 23(1)(b),(d)).

Regulated persons and general public: Persons regulated by applied Corporations legislation (for example directors, company officers, auditors, and financial services providers) will see federal corporate standards imported into Territory obligations if a declaratory provision or other Territory law applies those provisions. Penalties for offences under applied law are enforced under Territory criminal law and measured in $100 penalty units for the relevant offence (s 27(2)(a)-(b)).

Who pays: The Act makes explicit that penalties for offences against applied laws are to be expressed in Territory penalty units of $100 for this purpose (s 27(2)(a)). Transaction and compliance costs fall on regulated entities where Territory law imports Commonwealth requirements; litigation and enforcement costs fall on defendants and prosecuting authorities according to Territory criminal procedure (s 27(3)). Implementation and administrative costs for the Territory government are borne by the Territory because the Administrator, the Minister, or a Minister‑authorised person coordinates applied law declarations, Regulations, and potential agreements with ASIC (ss 21-31).

Who decides: The Territory decides how (and whether) to apply Corporations legislation as Territory law through declaratory provisions in Territory legislation (s 21). The Administrator and the Minister exercise regulatory and contracting powers under s 31 and s 30 respectively. Courts decide disputes and exercise judicial functions under applied law as localised by s 25 and by Supreme Court rules under s 29.

The Act recasts duties and rights by importing federal provisions into Territory operation and by extinguishing, preserving or modifying pre‑existing rights. Its text establishes obligations on public actors and prescribes legal consequences for private actors.

Territory legislative duties and discretion:

Declaratory provision duty: A Territory law may declare an applied law matter and thereby impose obligations on persons within its scope, because the declaratory provision makes the relevant Corporations legislation apply as if it were Territory law (ss 21-22). The right of the Territory to do this is not an obligation the Act imposes; it is permissive of Territory action.
Regulation‑making duty: The Administrator may make Regulations necessary or convenient for carrying out the Act (s 31(1)). Regulations may modify Part 2 repeals, alter transitional mechanics, declare excluded or displacement matters (s 31(4)), and be expressed to operate from before the making date (s 31(7)). The Act imposes the formal duty on the Administrator to act within the constraint that Regulations must be not inconsistent with the Act (s 31(1)).

ASIC, Minister and agreement duties:

Conferral limit: A declaratory provision or applied law does not, of itself, confer functions on ASIC unless the declaratory provision provides for it and ASIC is authorised under the new ASIC Act (s 24(1)). That creates a duty on the Territory to make an express arrangement if it wants ASIC to act, and it requires ASIC’s consent and federal authorisation.
Minister’s contracting power: The Minister (or authorised person) may agree with ASIC for ASIC to perform functions as the Territory’s agent (s 30(1)). Such an agreement has effect despite Territory law to the contrary (s 30(2)). The practical duty for the Minister is to negotiate and document such agreements if the Territory wants ASIC to perform functions without statutory conferral.

Court and procedural duties:

Courts must apply the Supreme Court rules made under s 29 where lower courts exercise jurisdiction for Corporations legislation matters (s 29(2)). The existing rules made under the old application Act continue to have effect as if they were rules under s 29 (s 11), so courts are required to follow the transitional and existing procedural architecture until changed.

Rights preserved, extinguished or modified:

Extinguishment and substitution rights: If a person acquires a right or liability under the new Corporations Act or the new ASIC Act by force of federal carry‑over rules, the pre‑commencement right or liability is cancelled at the relevant time (s 8(1)). That means the right to rely on an earlier entitlement is lost when a new corresponding entitlement is substituted by the Commonwealth carry‑over mechanisms.
Proceedings continuity: Some proceedings started before the relevant time may be continued as if repeal had not occurred (s 10(2)), but proceedings that are within the scope of particular federal sections and that had not concluded are terminated (s 8(2) and s 10(3)).
Localisation of judicial functions: Where applied law confers functions on a court, those functions are taken to be conferred on the Supreme Court or another Territory court specified by the declaratory provision (s 25). That localises judicial rights and duties.

Civil penalty and offence consequences:

Civil consequences: Section 26(1)(c) takes Part 9.4B of the new Corporations Act (civil consequences for contravening civil penalty provisions) to apply to applied law civil penalty provisions unless the declaratory provision provides otherwise. That creates civil enforcement rights and remedies for regulators and civil liabilities for regulated entities.
Criminal enforcement: Proceedings for an offence against an applied law may be dealt with as Territory offences (s 27(1)), and Territory criminal procedure and sentencing laws apply (s 27(3)).

Interpretation and mapping duties:

Correspondence assessment: The Regulations and the Ministerial/Administrator actions may set which old and new provisions correspond (s 5). Practitioners must therefore consult the Regulations to determine whether an old provision and a new provision are treated as corresponding for transitional purposes.

Right to make regulations and retrospective effect:

The Regulations may be expressed to have retrospective effect to a point not earlier than immediately before the relevant time (s 31(7)), but cannot be used to affect adversely the rights of private persons except the Territory or a Territory authority (s 31(8)). That is a constrained right to retroactivity vested in the Administrator.

In sum, duties and rights under the Act are largely about who imports and operationalises federal provisions in Territory law, who negotiates with ASIC, which proceedings survive, and how offences and civil penalties under applied law are treated locally. The Act places responsibilities on the Territory executive and courts to create and operate the machinery for applying Commonwealth corporations and ASIC law to Territory matters, and places corresponding duties and liabilities on regulated entities and litigants once those declarations or mappings are in force.

The Act sets a clear enforcement architecture when Corporations legislation is applied as Territory law and specifies the penalty regime and applicable procedures.

Criminal offences treated as Territory offences: Section 27(1) declares that proceedings for an offence against an applied law may be dealt with as offences against Territory law. That means the procedural and institutional framework for criminal investigation, charging, trial, conviction and sentence will be Territory law, not federal prosecutorial machinery, where the applied law is operating as a Territory statute.

Penalty unit setting: For the purposes of offences against an applied law, s 27(2)(a) fixes the penalty unit amount at $100. The section transforms the quantum of penalties specified in the applied law into Territory penalty units of $100; the Act’s text is explicit and self‑contained in that respect. Section 27(2)(b) also requires that the laws of the Northern Territory apply in relation to those offences as if the applied law were a Territory law.

Territory criminal procedure and related matters: Section 27(3) lists specific categories of Territory law that apply to offences under applied laws, making clear that Territory law governs investigation and prosecution (s 27(3)(a)), arrest, custody, bail, trial, conviction and sentencing (s 27(3)(b) and (f)), classification of offences as indictable or summary (s 27(3)(d)), appeals and reviews (s 27(3)(e)), fines, penalties and forfeitures (s 27(3)(g)), and confiscation of proceeds of crime (s 27(3)(h)). Practically, this places enforcement in the Territory’s criminal justice system, which affects prosecutorial practice, forensic resources, and potential cross‑jurisdictional co‑operation.

Civil consequences and civil penalties: Section 26(1)(c) expressly takes Part 9.4B of the new Corporations Act, which governs civil consequences of contravening civil penalty provisions, to apply to any applied law provision that is a civil penalty provision unless a declaratory provision provides otherwise. That imports federal civil enforcement tools such as pecuniary penalties (civil rather than criminal), injunctions, and possibly disqualification orders as made available by the federal Part 9.4B, but converted to operate as Territory law under the applied law scheme. Practitioners must therefore consider both criminal and civil enforcement exposures for contraventions under applied law.

Proceedings started pre‑commencement: Sections 8 and 10 control which pre‑commencement criminal and civil proceedings survive. Proceedings that fall within the reach of particular federal transitional sections (e.g. s 1383 of the new Corporations Act or s 267 of the new ASIC Act) may be terminated at the relevant time (s 8(2) and s 10(3)), while other proceedings started before the relevant time may be continued as if repeal had not been enacted (s 10(2)). That requires detailed assessment of each in‑flight matter.

Court rules and procedure: Section 29 empowers the Judges of the Supreme Court to make rules related to practice and procedure under the Corporations legislation as applied in the Territory (s 29(1)). Lower courts exercising jurisdiction under applied law must use those rules, with necessary adaptations (s 29(2)). The existing rules under the old application Act continue to apply as if they were made under s 29 (s 11). These textual provisions indicate that enforcement practice will be harmonised by rule‑making powers invested in the judiciary.

Regulatory enforcement by ASIC and Territory agencies: The Act structures the extent to which ASIC can be the enforcing agency. Section 24 restricts the conferral of functions on ASIC under an applied law unless a declaratory provision provides for ASIC to perform the function pursuant to a specified type of agreement and ASIC is authorised under the federal new ASIC Act. Section 30 provides that the Territory Minister may enter agreements with ASIC for ASIC to perform functions as agent of the Territory and that such agreements have effect despite Territory law to the contrary (s 30(2)). Those two sections together permit but do not compel ASIC involvement in enforcement under applied law, and they require explicit contractual or statutory arrangements.

Regulations affecting enforcement: The Regulations under s 31 may deal with consequential, transitional and procedural matters, including the treatment of offences and specification of penalties, and may amend subordinate instruments consequential on the federal enactments (s 31(3)-(6)). The Regulations may also declare certain matters to be excluded or displacement matters for the purposes of Part 1.1A of the new Corporations Act (s 31(4)), which can affect substantive enforcement coverage.

In short, enforcement under applied Corporations legislation in the Territory is carried out under Territory criminal and civil procedures, with penalty units fixed at $100 for these offences, civil enforcement capacity imported via Part 9.4B where applicable, and ASIC’s participation conditional on agreement and federal authorisation. Practitioners need to map whether an applied law has been declared, whether civil penalty provisions have been adopted, and whether any agreement with ASIC exists.

The Act is a statutory bridge between pre‑existing Territory corporations statutes and the Commonwealth Corporations Act 2001 and ASIC Act 2001. Its provisions create a network of interactions and specify precedence, mapping, and exceptions.

Priority and operation despite other Territory provisions: Section 6 provides the Act operates despite any provision of the old application Act or an applicable provision of the Northern Territory. That gives the Act primacy within the transitional space it governs.

Territory laws declared operative despite national scheme law: Section 9 declares that certain provisions of Territory law that would be inconsistent with national scheme law of this jurisdiction are to have effect despite that inconsistency. Subsection 9(1) makes explicit that a Territory provision that would otherwise have been inconsistent with the corresponding national scheme law is to operate as though the Territory law expressly provided for that outcome. The section also contains exceptions handled by the Regulations (s 9(3)) and ties inconsistency to the constitutional s 109 meaning if the national scheme were a Commonwealth Act (s 9(4)). The practical effect is that the Territory can make some of its own law operate even where it would otherwise conflict with the national scheme, subject to regulatory exception.

Mapping references between old and new regimes: Section 12 and Schedule 2 perform textual mapping so that references to old Territory Corporations Law or old ASIC law in Acts or instruments are read after commencement as references to the new Corporations Act, new Corporations Regulations, new ASIC Act, or to corresponding preserved instruments. The Regulations may exclude or include particular references or classes of references (s 12(2)-(4)). Section 13 provides specific mapping for references to companies incorporated in a State or Territory so that post‑commencement references are taken to be references to the company as taken to be registered under the new Corporations Act (ss 13(1)-(3)). These mapping rules create direct linkages between prior Territory law and the federal enactments.

Effect of repeal and carry‑over: Section 7 repeals the Acts listed in Schedule 1. Subsection 7(2) deems the effect of the repeal to be that which would have resulted had the repeal been of Commonwealth Acts for the purposes of the federal Acts Interpretation Act, but s 8 then expressly cancels certain accrued rights and terminates proceedings where those rights or proceedings are replaced under the new federal legislation (s 8(1)-(4)). The Act therefore both invokes standard repeal consequences and overrides them where the transitional policy requires cancelation or termination.

Application of federal provisions as Territory law: Part 4 provides the mechanism by which Territory legislation can declare Corporations legislation to apply as Territory law (ss 21-23). Section 23 prescribes the principal modifications required for federal provisions to operate in the Territory context, such as substitution of the Minister for references to ASIC unless ASIC is to be given the function (s 23(1)(b)), references to Gazette being read as Territory Gazette (s 23(1)(c)), and other necessary or prescribed modifications (s 23(1)(f)). The Regulations may also prescribe additional modifications (s 23(2)).

Interaction with court powers and rules: Section 25 localises functions that an applied law confers on “a court” to the Supreme Court or another Territory court specified in the declaratory provision, and s 29 gives the Supreme Court rule‑making power to regulate procedure in Corporations matters. Section 11 preserves existing rules of court made under the old application Act and makes them continue as if they were rules under s 29.

Interaction with federal agencies: Part 3 Division 3 provides for continuing functions of Commonwealth agencies and officers in relation to transitional matters. Section 19(1) confirms Commonwealth authorities and officers have transitional national scheme powers and may perform functions imposed by Division 1. Subsection 19(2) says a Commonwealth authority or officer is not subject to directions in relation to the performance of a transitional national scheme function or power, but subsection 19(3) makes an exception for ASIC. This interaction preserves the role of federal actors while carving out a special position for ASIC (with restrictions in s 24 on what an applied law can confer on ASIC absent an agreement and authorisation).

Regulatory interactions and displacement: Section 31(4) allows Regulations to declare matters excluded for the purposes of s 5F of the new Corporations Act, or to declare Territory provisions to be Corporations legislation displacement provisions for s 5G purposes. That enables the Territory, by regulation, to delineate the territorial scope of federal Part 1.1A displacement and preservation rules.

Civil penalty interplay: Section 26(1)(c) brings Part 9.4B of the new Corporations Act into application for applied law civil penalty provisions, linking federal civil penalty enforcement architecture with the Territory’s applied law approach.

Other interactions and saving provisions: The Act contains a number of saving and transitional rules to ensure continuity. For example, windings up that started before the Corporations Law commencement are governed by the previous statutory regime (s 15). Companies Liquidation Account money is to be dealt with under the Companies Act 1981 (Cth) rules (s 16). The Regulations can preserve or modify transitional outcomes and may amend subordinate instruments to align with federal changes (s 31(3)).

Overall, the Act is drafted to permit and regulate three kinds of interaction: (1) conversion and mapping of old Territory references to the new Commonwealth regime; (2) selective importation of Commonwealth provisions into Territory law via declaratory provisions and applied law, with prescribed modifications; and (3) the continued role of Commonwealth authorities and federal instruments in transitional proceedings, with specific constraints on the conferral of functions to ASIC.

The source material includes a chronological record of the Act’s assent, commencement and subsequent amending Acts as recorded in its Endnotes. The following items appear in the Act’s Endnotes and the text of the Act itself identifies the sections that were amended.

Key original dates:

Assent: Corporations Reform (Northern Territory) Act 2001 received assent on 29 June 2001 (Endnotes 2 and 4).
Commencement: The Act comes into operation on the day immediately before the Corporations Act 2001 (Cth) commences (s 2). The Endnotes record the commencement date used for the reprint as 15 July 2001 (Endnotes 2 and 4 reference commencement being 15 July 2001 tied to federal commencement).

Listed subsequent amendments and relevant instruments (as recorded in the Endnotes and list of legislation):

Corporations (Financial Services Reform Amendments) Act 2002 (Act No. 16, 2002): Assent date 7 June 2002; commenced 11 March 2002. The Endnotes list s 23 as amended by No. 16, 2002, s 7 (Endnotes 4).
Local Court (Related Amendments) Act 2016 (Act No. 8, 2016): Assent date 6 April 2016; commenced 1 May 2016. The Endnotes list s 27 as amended by No. 8, 2016, s 45 (Endnotes 4).
Statute Law Revision and Repeals Act 2026 (Act No. 3, 2026): Assent date 9 February 2026; commenced 10 February 2026. The Endnotes note amendments to ss 2 and 4 and ss 7-8, 10 and 15-18 and s 31 effected by No. 3, 2026, s 64 (Endnotes 4).

General technical amendments of a formal nature made by the Interpretation Legislation Amendment Act 2018 (Act No. 22 of 2018) are also recorded as affecting ss 1, 3, 12, 14, 23 and 31 (Endnotes 3). The Endnotes include a table of amendments that notes which sections were amended and by which amending Acts (Endnotes 4, List of Amendments).

The Schedule of repealed Acts (Schedule 1) itself has been consequential to the Act’s operation and reflects the repeal of numerous pre‑existing Corporations and securities Acts, including the Corporations (Northern Territory) Act 1990 and its amendments, Companies Ordinances dating back to 1963, and various securities and futures industry Acts and Codes (Schedule 1).

The Endnotes and the Act’s own provisions indicate that later Regulations may have modified the operation or content of some transitional provisions (for instance, s 5 and s 31 contemplate regulatory specifics). Practitioners must consult the Legislative Instrument Register and the Territory Regulations that have been made under s 31 or consequential amendments in order to get the up‑to‑date, operative text.

The Act’s Endnotes are the authoritative internal record for the legislative history provided in the source document. They identify the amending instruments and the sections amended, which is essential for tracking changes to the core transitional and declaratory mechanics the Act establishes.

The Act as provided contains no judgments, cases or reported litigation history. The text and its Endnotes do not cite, endorse or summarise judicial decisions concerning its operation. The source names no cases.

Implication for practitioners: If disputes arise about the Act’s interpretation , for example, the scope of “corresponding provisions” under s 5, the validity of Regulations made under s 31 that purport to disapply s 9 or to declare displacement under s 31(4), the proper localising of court functions under s 25, or the lawful conferral of functions on ASIC under s 24 , there is no litigation record in the source to indicate established lines of judicial authority on those points. Parties and advisers will therefore need to rely on statutory text, legislative history recorded in the Endnotes, and any subsequent judicial decisions outside the source (not included in the material you provided) for interpretive guidance.

Where litigation is initiated, possible issues that might be litigated (based on the Act’s text) include:

whether a particular Territory declaratory provision validly and lawfully applies part or whole of the Corporations legislation to a specified matter (ss 21-23);
whether a regulation purporting to modify a “corresponding” relationship under s 5 is within the power conferred by s 5(5) and the Regulations power in s 31;
whether particular proceedings started before the relevant time are preserved or terminated under ss 8 and 10;
the lawfulness and effect of an Administrator’s Regulations that are expressed to operate from a date before they were made under s 31(7), particularly given the protective limitation in s 31(8) that prevents prejudicial effect to persons other than the Territory;
the power and scope of arrangements under s 30 permitting ASIC to act as agent, and whether an agreement satisfies the federal conditions in s 24(1).

Because the source contains no litigation history, users must check legal databases and court reports for subsequent judicial treatment of those questions. The Act’s text frames a number of potentially litigable hooks; the absence of cases in the provided source simply means you will need to find judicial interpretation elsewhere to assess contested points.

The Act contains multiple technical features and transitional traps that advisers and compliance professionals should treat as concrete legal risks. Below are specific “gotchas”, each explicitly tied to the relevant section.

Extinguishment of pre‑commencement rights (s 8)

Risk: Section 8(1) cancels pre‑commencement rights or liabilities when they are replaced by carry‑over rights under specified federal chapters. Subsection 8(2) terminates proceedings started before the relevant time that fall into defined categories. The consequence is that clients with pending claims, statutory rights or accruals immediately before the relevant time may find those rights extinguished or the proceedings terminated.
Practical step: Audit any rights or proceedings that depend on carried‑over or corresponding provisions; determine whether the pre‑commencement right survives or is cancelled.

Proceeding survival map is nuanced (ss 8 and 10)

Risk: Section 10 preserves some proceedings started before the relevant time but only where they do not fall within the scope of federal sections such as s 1383 of the new Corporations Act or s 267 of the new ASIC Act (s 10(1)(c)-(d)). It is not automatic that a proceeding survives; the Act distinguishes categories.
Practical step: For each live matter, classify it under the Act’s categories to determine whether it can be continued (s 10(2)) or is terminated (s 8(2)).

“Corresponds” is regulatory and flexible (s 5)

Risk: The statutory test for “corresponds” includes “substantially the same” but excludes certain differences and allows the Regulations to specify correspondences or non‑correspondences (s 5(1), (3), (5)). The Regulations therefore can change the mapping and potentially alter the legal effect of old provisions.
Practical step: Check the Regulations and any Schedule mappings to confirm which old and new provisions are treated as corresponding; do not assume equivalence without consulting s 5 and the Regulations.

Territorial law may be declared to operate despite inconsistency with national scheme law (s 9)

Risk: Section 9(1) declares certain Territory provisions to have effect despite inconsistency with national scheme law. The Regulations may carve out exceptions (s 9(3)). This can create operational divergence between Territory and national frameworks.
Practical step: Identify Territory laws that have been declared to operate despite inconsistency and check for Regulations that exclude particular provisions from s 9.

ASIC functions are not automatically conferred (s 24)

Risk: An applied law does not impose a function on ASIC unless the declaratory provision provides for that function via an agreement type specified in the new ASIC Act and ASIC is authorised under s 11 of the federal Act (s 24(1)). Misreading this as automatic could lead to assuming ASIC oversight where none exists.
Practical step: Review declaratory provisions and any agreements under s 30 before assuming ASIC involvement; ensure ASIC authorisations under the federal Act exist where required.

Ministerial agreements with ASIC can displace Territory provisions (s 30)

Risk: Section 30 permits the Minister to enter agreements with ASIC for ASIC to perform functions as the Territory’s agent and states such agreements have effect despite Territory law (s 30(2)). This can place Territory functions in the hands of a federal regulator by agreement, with potential institutional consequences.
Practical step: If an ASIC agreement exists, obtain and review it; assess its effect on Territory administrative functions and delegated responsibilities.

Penalty unit conversion and enforcement under Territory law (s 27)

Risk: For applied law offences, s 27(2)(a) sets a penalty unit at $100. If the Territory’s ordinary penalty unit value differs, parties may miscalculate exposure if they do not use $100 as set by s 27 for applied law offences.
Practical step: For any applied law offence, calculate penalties using the $100 unit specified by s 27(2)(a).

Civil penalty Part 9.4B applies unless excluded (s 26(1)(c))

Risk: Section 26(1)(c) imports Part 9.4B of the new Corporations Act for any applied law provision that is a civil penalty provision unless a declaratory provision says otherwise. That brings federal civil enforcement powers into Territory operation.
Practical step: Identify applied provisions that are civil penalty provisions and determine whether the declaratory provision has excluded Part 9.4B.

Regulations with retroactive effect subject to narrow protection (s 31(7)-(8))

Risk: Section 31(7) allows Regulations to be expressed to take effect from a time before they are made (but not earlier than immediately before the relevant time). Section 31(8) prevents those Regulations from operating to affect prejudicially the rights of any person other than the Territory or a Territory authority. Even so, retrospective Regulations can create uncertainty, and their scope is wide.
Practical step: Monitor the Regulations register and review any instrument that claims retrospective effect to see whether it falls within the protective limitation in s 31(8).

Localisation of references to ASIC (s 23(1)(b))

Risk: If a declaratory provision does not confer a function on ASIC, references to ASIC in the applied law are to be read as references to the Minister or another person specified by Regulations (s 23(1)(b)). That substitution changes the responsible actor without changing the substantive legal duty.
Practical step: Verify who is the responsible official or body where applied law is localised and whether Regulations or the declaratory provision specify an alternate addressee.

Existing court rules continue to apply but may need updating (s 11 and s 29)

Risk: Section 11 carries over existing rules of court under the old application Act as if made under s 29, but those rules may reference old statutory terms. Unless updated, procedural inconsistencies may persist.
Practical step: Ensure Supreme Court rules have been reviewed and updated for consistency with applied law and that lower courts are using the updated rules.

Treatment of previous corporates and schemes (ss 14-17)

Risk: Division 2 preserves pre‑1991 winding‑up regimes for windings started before the Corporations Law commencement (s 15). Practitioners dealing with older windings need to apply the preserved rules, not the new federal winding‑up provisions.
Practical step: For any winding‑up started prior to the specified date, confirm which statutory scheme governs and apply s 15’s preservation.

These are concrete legal mechanics in the Act that change rights, duties, enforcement and administrative architecture. Addressing these “gotchas” requires targeted legal and compliance checks and monitoring of Regulations and declaratory provisions.

Compliance under this Act requires a blend of statutory mapping, procedural review, regulatory monitoring and contractual awareness. Below is a practical compliance checklist tailored to lawyers, compliance officers and regulatory teams, with references to the governing sections.

Identify whether Corporations legislation has been declared to apply to your matter (ss 21-22)

Action: Search Territory legislation for any declaratory provision under s 21 that applies the whole or part of the Corporations legislation to the subject matter relevant to your client. Where a declaratory provision exists, obtain its text and any attached modifications.
Why: Without a declaratory provision, Corporations legislation is not automatically a Territory law for the relevant matter.

Map references from old to new law (s 12, Schedule 2 and s 5)

Action: For any Territory instruments or Acts referencing the old Corporations Law or old ASIC law, check Schedule 2 and s 12 mapping and the Regulations. Confirm whether the reference is taken to include the corresponding new Commonwealth provision or preserved instrument.
Why: Incorrect mapping can produce compliance failures if old obligations are assumed to exist but have been replaced, extinguished or re‑mapped.

Audit in‑flight proceedings and rights (ss 8 and 10)

Action: For any proceedings started before the relevant time, classify them under ss 8 and 10 to determine whether they continue or are terminated. For client matters, prepare a schedule identifying proceedings that survive and those that do not.
Why: Section 8 cancels certain pre‑commencement rights and terminates specified proceedings; failure to identify terminated matters can result in missed remedies or estoppel.

Review and update corporate policies and contracts for applied law obligations (ss 22-23)

Action: Where an applied law is in force, update internal compliance manuals, director duties training, and contract clauses to reflect the content of the applied provisions, including any localising modifications under s 23 (e.g. references to ASIC).
Why: Applied law provisions will impose federal corporate obligations as Territory law, possibly with a different responsible official.

Confirm enforcement regime and penalty quantums (ss 26-27)

Action: Determine whether civil penalty Part 9.4B applies to any applied law provisions and whether criminal offences under applied law have been adopted. Calculate financial exposure using $100 penalty units for offences under s 27.
Why: Civil enforcement can occur via Part 9.4B and criminal penalties are enforced under Territory law with the $100 penalty unit conversion.

Determine ASIC’s role and any agreements (ss 24 and 30)

Action: Check whether functions have been conferred on ASIC by declaratory provision consistent with s 24(1), and whether any Ministerial agreement exists under s 30 for ASIC to act as the Territory’s agent. Obtain copies of agreements and check for s 11 authorisation under the federal ASIC Act where necessary.
Why: ASIC’s presence or absence materially affects enforcement and administrative pathways.

Update court practice and file management for rule changes (ss 11 and 29)

Action: Ensure litigation teams use the Supreme Court rules made under s 29 for Corporations matters and review any carry‑over rules that remain in force under s 11. Where necessary, seek directions in court about applicable rules and procedures.
Why: Procedural non‑compliance can derail matters; courts have the power to prescribe consistent rules.

Monitor Regulations and declaratory Regulations (s 31)

Action: Maintain an up‑to‑date watch on Regulations made under s 31, including any retroactive Regulations (s 31(7)): register any instrument that modifies correspondence, displaces parts of the federal legislation, or declares excluded matters under s 31(4).
Why: Regulations can substantially change the transitional mapping and applied law scope.

Deal with legacy winding‑up and liquidation matters appropriately (ss 15-16)

Action: For bodies in winding up that commenced before the Corporations Law commencement, apply the preserved Companies Act 1981 rules and the Companies Liquidation Account rules (ss 15-16), including any necessary modifications.
Why: The new Corporations Act winding‑up provisions do not apply to these legacy matters (s 15(1)).

Prepare for potential retroactive regulation impacts, and protect client rights (s 31(8))

Action: Where a Regulation purports to have retrospective effect, check s 31(8)’s limitation protecting persons other than the Territory. Where there is a risk of retroactive adverse impact, assess remedies and communicate risk to affected clients.
Why: Although protective, the provision allows retrospective adjustments that may affect rights and liabilities.

Keep records of preserved instruments and check the preserved instrument mapping (s 4; Schedule 2)

Action: Maintain an indexed set of preserved instruments and their mappings to ensure internal compliance checklists reflect the operative instruments that now govern corporate obligations.
Why: Preserved instruments may continue in effect under the new regime and are essential compliance documents.

Advise boards and officers on duty changes and civil enforcement tools (s 26(1)(c))

Action: Provide briefings to directors and company officers on duty changes resulting from applied Corporations legislation and the availability of civil penalty remedies under Part 9.4B if the declaratory provision allows it.
Why: Civil penalties and broader enforcement affect governance risk and insurance considerations.

Litigation readiness for jurisdictional and mapping disputes

Action: Prepare to litigate or seek declaratory relief where the scope of an applied law, remaining pre‑commencement rights, or the correctness of Regulations is contested. Maintain contemporaneous records from the relevant regulatory and legislative transitions.
Why: The Act creates many potential points of statutory ambiguity where a court may need to determine the effect of declaratory provisions, Regulations, or whether a proceeding is preserved or terminated.

Coordinate with Commonwealth agencies where required

Action: If interactions with Commonwealth authorities are necessary (for example, in relation to transitional national scheme matters, s 19), coordinate paperwork and establish lines for communication, noting Commonwealth officers are not subject to Territory directions for transitional functions except ASIC (s 19(2)-(3)).
Why: Effective regulatory co‑operation reduces enforcement friction and reduces the risk of non‑compliance due to multi‑jurisdictional enforcement.

This compliance roadmap is designed to convert the Act’s textual mechanics into operational steps. The Act places the onus on advisers to identify whether the federal provisions have been imported into Territory law for specific matters, to calculate exposures using the $100 penalty unit where relevant, to coordinate agreements when ASIC is to be involved, and to keep abreast of Regulations and court rules that materially affect rights and procedures.

Corporations Reform (Northern Territory) Act 2001

Plain English Summary

Deep Dive

What it does

Current sections

Corporations Reform (Northern Territory) Act 2001

Source text: opening excerpt

1 Corporations Reform (Northern Territory) Act 2001

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply