Corporations Regulations 2001 — Zoe

Commonwealth legislation

Corporations Regulations 2001

In ForceCTH

Jurisdiction

Commonwealth

Act Number

193 of 2001

Collection

legislative instrument

Plain English Summary

3/10 complexity

Part 1.0 of the Corporations Regulations 2001 sets out miscellaneous provisions that support the Corporations Act 2001. It contains an extensive list of definitions for terms used across the regulations, such as financial product, managed investment scheme, superannuation entity, approved form, ASTC regulated transfer, capital guaranteed fund, and various types of infringement notices. The part also covers rules for prescribed forms, document preparation and lodgement with ASIC, certification and verification of documents, annexures to forms, general formatting requirements, and time limits for lodging documents.

This part affects companies, directors, secretaries, responsible entities, financial services licensees, superannuation trustees, auditors, and anyone required to submit documents or comply with obligations under the corporations legislation. It standardises terminology and procedures to ensure consistent interpretation and application of the Act.

The practical point is to provide clarity on key terms and outline how documents must be prepared, signed, and lodged with ASIC. For example, it specifies requirements for financial reports, continuous disclosure notices, and resolutions. Search visitors should review this part if their query involves definitions, form compliance, or document lodgement under the Corporations Act, as these rules underpin much of the regulatory framework.

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What it does

The Corporations Regulations 2001 prescribe detailed operational requirements that support the Corporations Act 2001 across miscellaneous provisions, director benefits, financial reporting, external administration, restructuring, winding up, crowd-sourced funding and related areas. Part 1.0 sets out core definitions in reg 1.0.02(1), including approved form, Division 4 financial product, Division 3 securities, ASTC-regulated transfer, income stream financial product, investment-based financial product, risk-based financial product, simple managed investment scheme, simple sub-fund product, capital guaranteed, superannuation-sourced money, warrant, prescribed CS facility, approved foreign bank, NFPFRN, old Corporations Act, pre-FSR securities, registration number, quarter day, recipient, client money reporting infringement notice, unauthorised foreign insurer, benefit fund, friendly society, RSA Act, SIS Act, public offer superannuation fund, successor fund, settlement documents, qualifying gas exchange product, medical indemnity insurance product, minor fee, enduring power of attorney, Exchange body, financial business, agent, cash management trust interest, carbon abatement contract, generic MySuper product, non-cash payment financial product, non-Division 3 securities, sub-plan, Lloyd’s and basic deposit product under reg 1.0.02AA. It also prescribes proprietary company thresholds in reg 1.0.02B for s 45A, forms and documents in regs 1.0.03 to 1.0.03C, form completion in regs 1.0.04 to 1.0.06, general document requirements in reg 1.0.07, financial document information in regs 1.0.08 to 1.0.09, continuous disclosure in reg 1.0.10, signing and timing in regs 1.0.11 to 1.0.14, affidavits and certification in regs 1.0.15 to 1.0.17, and prescribed provisions in regs 1.0.18, 1.0.20 and 1.0.21.

Division 2D prescribes benefits for s 200AB in reg 2D.2.02, circumstances for s 200A(1A) and s 200F(1)(b) in reg 2D.2.03, New Zealand for s 206B(7) in reg 2D.6.01, and hedging arrangements for s 206J(3) in reg 2D.7.01. Regulation 2E.1.01 prescribes $5 000 for s 213(1). Regulation 2G.2.01 prescribes electronic authentication for s 250A. Regulations 2K.2.01 to 2K.2.03 prescribe laws and periods for registrable securities under ss 262(5), 265(5)(b), 273A(4)(b), 273B(3)(b) and 273C(3)(b). Regulations 2M.3.01, 2M.3.03 and 2M.3.04 prescribe disclosures for ss 295, 300A and 300C. Regulations 2M.4.01A, 2M.4.01, 2M.4A.01 and 2M.4A.02 prescribe auditor designations, notices and transparency report content under ss 324BE, 331AAA, 331AAB and 332B. Regulations 2M.6.01 and 2M.6.05 modify Chapter 2M. Regulations 2N.2.01 and 2N.4.01 prescribe particulars for ss 346B and 348B. Part 5.1 prescribes explanatory statement information for ss 411(3)(b) and 412(1)(a)(ii) via Schedule 8 and contracts for s 415D(6)(b)(i). Part 5.2 prescribes notices and certified copies for ss 419A(3), 429(2)(c) and 475(7) and contracts for s 434J(5)(b)(i). Part 5.3A prescribes notices, deed provisions and contracts for ss 436E(3)(b), 443B(3), 444A(5), 446A(5)(b), 450A(1)(b) and 451E(5)(b)(i). Part 5.3B sets out the full restructuring regime under ss 453C, 453L, 453J, 454N, 456E and related sections, including definitions, eligibility, proposal periods, declarations, creditor processes, plan making, binding effects, termination and practitioner functions. Part 5.6 prescribes debt and claim procedures for ss 554A(3), 554B, 563B and 568A(2), including proofs, dividends, contributories and interest rates. Regulations 6D.3A.06 to 6D.3A.10 prescribe CSF offer document contents, acknowledgements, intermediary checks and risk warnings for ss 738ZD, 738ZA, 738Q, 738J, 738K and 738H. Regulations 6D.5.01 to 6D.5.03 provide exemptions and modifications for Chapter 6D. Additional provisions cover register copies in reg 2C.1.02, improper purposes in reg 2C.1.03, applications in reg 2C.1.04, managed investment scheme declarations in reg 5C.11.01, licensed trustee company requirements in Part 5D, and prescribed countries and publication in regs 5.6.74 and 5.6.75.

Current sections

Direct links to the current provisions in Corporations Regulations 2001.

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The regulations also prescribe the mandatory form and content of base prospectuses and offer-specific prospectuses for simple corporate bonds under regs 6D.2.04(1)-(12) and 6D.2.05(1)-(6), requiring tables of contents, six sections in the base prospectus and three sections in the offer-specific prospectus, prescribed statements, program information, key bond aspects, issuer summaries, risks, financial ratios under reg 6D.2.06, taxation consequences and cross-references permitted to documents lodged under s 713E of the Act. They prescribe the content of crowd-sourced funding offer documents under reg 6D.3A.02(3), including four sections on risk warnings, company information, offer details and investor rights, together with gatekeeper checks by intermediaries under regs 6D.3A.08(2)-(4) and 6D.3A.09(2)-(4) using ASIC register verification and certified copies of primary or secondary identification documents. Certain schemes are declared not managed investment schemes under reg 5C.11.01(2)-(5), including approved benefit funds under the Life Insurance Act 1995 s 16B(1), litigation funding schemes meeting dominant purpose and funding criteria, and Chapter 5 body corporate litigation funding schemes. The regulations set out procedures for contacting members after failure to supply register copies under reg 2C.1.05(1)-(5), prescribe base salary components, retirement benefits and risk-limiting arrangements under Chapter 2D, electronic proxy authentication under reg 2G.2.01, prescribed State and Territory laws for charges under reg 2K.2.01, trustee register details under reg 2L.2.01, financial statement notes and directors' report disclosures under regs 2M.3.01 and 2M.3.03, extracts and returns under regs 2N.2.01 and 2N.4.01, explanatory statements under reg 5.1.01, controller notices under reg 5.2.01, administration notices and excluded contracts under regs 5.3A.07A and 5.3A.50(1)-(2), restructuring processes under Part 5.3B including proposal periods, practitioner declarations, creditor acceptances and standard terms, and creditor proof, rejection, dividend and distribution procedures under Part 5.6 including Forms 535-553 and lodgement under reg 5.6.75(4).

Main concepts

Core concepts include approved form and form under reg 1.0.02(1) and s 350, Division 3 asset, Division 3 rights and Division 3 securities by reference to s 1073A(1), ASTC-regulated transfer and proper ASTC transfer by reference to Div 4 of Pt 7.11, simple managed investment scheme and simple sub-fund product by 80 per cent asset tests, benefit under reg 2D.2.02 for s 200AB(1)(e) including pensions, voluntary settlements and restrictive covenant payments exceeding s 200G limits, deferred bonus as pre-retirement remuneration not paid at the time, restructuring ending on specified events under reg 5.3B.02, admissible debt or claim excluding employee entitlements and s 553(1A) claims, affected creditor and excluded creditor, proposal period of 20 business days under reg 5.3B.17, restructuring proposal statement containing a schedule of debts and claims under reg 5.3B.16, plan practitioner functions under reg 5.3B.37, formal proof on Form 535 or 536 under reg 5.6.49, informal admission under reg 5.6.47, provisional list of contributories on Form 538 under reg 5.6.58, CSF offer document section 4 contents under reg 6D.3A.06, general CSF risk warning under reg 6D.3A.10, restructuring practitioner declaration under reg 5.3B.18, and publication website under reg 5.6.75.

Other concepts encompass capital guaranteed fund as investments limited to ADI deposits or capital guaranteed products with no reduction by negative returns, simple managed investment scheme as at least 80 per cent assets in bank accounts or deposits or realisable within 10 days, NFPFRN, restructuring plan standard terms, and key financial ratios such as gearing, working capital and interest cover for simple corporate bonds under reg 6D.2.06. The two-part prospectus structure for simple corporate bonds comprises a base prospectus valid for three years with sections on what you need to know, about the bonds, about the issuer, risks, other information and glossary, plus an offer-specific prospectus with sections on what you need to know, key dates and offer details, and offer-specific information. Key financial ratios under reg 6D.2.06(1)-(5) are the gearing ratio as total liabilities divided by total equity, working capital ratio as current assets divided by current liabilities and interest cover ratio as EBITDA divided by net interest expense, calculated from the most recent financial statements. Crowd-sourced funding offer documents must contain a mandatory risk warning on speculative nature, total loss risk, dilution and illiquidity under reg 6D.3A.03, company details including capital structure and convictions history under reg 6D.3A.04, offer terms including payments to directors and prior offers under reg 6D.3A.05, and investor rights including cooling-off under reg 6D.3A.06. Restructuring under Part 5.3B involves a proposal period of 20 business days under reg 5.3B.17, practitioner declaration under reg 5.3B.18 on eligibility and plan dischargeability, creditor acceptance by majority in value of admissible debts and claims under reg 5.3B.25, and standard terms under reg 5.3B.27 providing equal ranking and proportionate payment. Formal proof of debt or claim under regs 5.6.49-5.6.50 requires delivery of Form 535 or 536 with detailed particulars, statement of account and vouchers. Dividend procedures under regs 5.6.65-5.6.67 require notice of intention at least 21 days before the submission date, admission of claims and distribution as soon as practicable, with single declaration only in simplified liquidation under reg 5.6.67A. Common fund concepts cover valuation by the third business day of each month using last sale prices or later prices if in the best interests of accounts, allocation of income at intervals not exceeding six months, and crediting or debiting realised profits or losses to unit holders within 14 days.

Who it affects

The provisions affect companies including proprietary companies, CCIVs and retail CCIV sub-funds, registered schemes, notified foreign passport funds, Australian passport funds, registrable superannuation entities, directors, secretaries, responsible entities, corporate directors, operators, restructuring practitioners, liquidators, provisional liquidators, administrators, controllers, auditors, creditors including affected, excluded and related creditors, members, contributories, CSF intermediaries, offering companies, key management personnel, parent entities, and persons lodging documents or seeking register copies. Specific rules apply to ADIs for basic deposit products, market participants for approved foreign banks, and persons in prescribed foreign jurisdictions such as New Zealand. The regulations affect issuers of simple corporate bonds and their trustees, crowd-sourced funding companies, directors, senior managers and intermediaries, companies limited by guarantee and their members, directors and officers for remuneration and risk arrangements, companies entering voluntary administration or restructuring, restructuring practitioners, liquidators, provisional liquidators, creditors with unadmitted debts or claims, contributories, and registrable bodies including CCIV sub-funds and registered schemes. Licensed trustee companies under Part 5D, companies under administration, restructuring or simplified liquidation under Parts 5.3A, 5.3B, 5.5, liquidators and creditors in voluntary or court windings up under Part 5.6, directors, officers and key management personnel under Chapters 2D, 2M, related parties under Chapter 2E, members and proxy holders under Chapter 2G, chargees and debenture trustees under Chapters 2K, 2L, parent entities and registrable superannuation entities under regs 2M.3.01, 2M.3.04, CSF issuers, intermediaries and investors under Part 6D.3A, bidders and target holders in takeovers under Chapter 6, and bodies corporate listed in Schedule 3 or prescribed under reg 6.2.01 are also affected. Foreign companies must accompany constitution change notices with certified copies under reg 5B.2.06 and obtain consents for specified names under reg 5B.3.02.

Key duties and rights

Directors must sign documents under reg 1.0.11 for proprietary companies without a director or secretary, provide declarations under reg 5.3B.49 within 5 business days of restructuring commencing, and notify practitioners of administrator or liquidator appointments under reg 5.3B.47 within 2 business days. Restructuring practitioners must investigate under reg 5.3B.08, make declarations under reg 5.3B.18 with reasonable inquiries, give notices and documents to creditors under reg 5.3B.21, resolve disagreements under reg 5.3B.22, and complete outstanding actions within 2 business days under regs 5.3B.09 and 5.3B.38. Liquidators must fix days for proofs under regs 5.6.39 and 5.6.48, deal with proofs within 28 days under reg 5.6.53, declare dividends under reg 5.6.67, settle contributory lists under reg 5.6.60, and pay interest at 8 per cent per annum under reg 5.6.70A for s 563B. Creditors have rights to submit particulars and formal proofs, notify disagreements within 5 business days under reg 5.3B.22, withdraw acceptance statements under reg 5.3B.23, appeal rejections under reg 5.6.54 within the specified period, and receive dividends only on admitted claims under reg 5.6.63. CSF intermediaries must conduct identity, eligibility and director checks under reg 6D.3A.08 to the reasonable standard in reg 6D.3A.09. Responsible entities must lodge auditor appointment notices within 14 days under reg 2M.4.01. Documents must meet paper, printing, margin, identification and certification requirements under regs 1.0.07 and 1.0.16. Plans bind parties under reg 5.3B.29 with secured creditor limits and do not affect owner or lessor rights unless accepted and affected by the plan or Court order.

Licensed trustee companies must value common fund investments by the third business day of each month using last sale prices or later prices if in the best interests of accounts, allocate income at intervals not exceeding six months, credit or debit realised profits or losses to unit holders within 14 days, maintain investment registers and lodge audited financial statements within three months of year end under regs 5D.2.06(8)-(11), 5D.2.07, 5D.2.08. They must not pay interest on withdrawn amounts or apply income other than for proportionate fees and allocations under regs 5D.2.06(3), (5). Directors must provide declarations on voidable transactions and eligibility within 5 business days of restructuring commencement under reg 5.3B.49, notify practitioners of administrator or liquidator appointments within 2 business days under reg 5.3B.47, and sign restructuring proposal statements. Restructuring practitioners must investigate business affairs under reg 5.3B.08, make declarations on eligibility and statement completeness under reg 5.3B.18, give copies of plans and statements to affected creditors under reg 5.3B.21, resolve disagreements within specified periods under reg 5.3B.22, lodge notices with ASIC within 1 or 2 business days under regs 5.3B.50, 5.3B.52, 5.3B.54, and hold money on trust under reg 5.3B.37. Responsible entities must lodge winding-up notices within 14 days under reg 5C.9.01, attach agent authorities to compliance plans under reg 5C.4.01, and assist auditors and compliance committees. Foreign companies must accompany constitution change notices with certified copies under reg 5B.2.06 and obtain consents for specified names under reg 5B.3.02. Licensed trustee companies must provide annual information returns within 30 days on request under reg 5D.2.01, decide common fund limitations in writing and lodge with ASIC within 14 days under reg 5D.2.05, and maintain investment registers under reg 5D.2.07. Creditors have rights to disagree with debt schedules within 5 business days under reg 5.3B.22, withdraw statements before acceptance period end under reg 5.3B.23, and apply for court orders on plan variation or termination under regs 5.3B.61, 5.3B.63. Practitioners hold rights of indemnity with priority over unsecured debts and certain PPSA security interests under reg 5.3B.44 and liens on company property under reg 5.3B.45. Companies have rights to propose plans within the proposal period and receive protection from liability for good-faith acts under reg 5.3B.11.

Issuers must include five prescribed statements in each prospectus section on validity, need to read both documents and MoneySmart reference, calculate and explain financial ratios with change-impact information, and provide continuous disclosure statements. Crowd-sourced funding intermediaries must verify company identity, eligibility under ss 738H(1)(a)-(f), 738J(2) and 738K, and director details using ASIC registers and identification documents before publishing documents. Restructuring practitioners must investigate company affairs under reg 5.3B.08, prepare compliant plans and statements, give copies to affected creditors within the acceptance period of 15 business days under reg 5.3B.21, resolve disagreements under reg 5.3B.22, and ensure employee entitlements are paid and taxation laws complied with under reg 5.3B.24. Liquidators must notify receipt of proofs, deal with formal proofs within 28 days of request under reg 5.6.53 or allow Court application, notify grounds of rejection on Form 537 within 7 days under reg 5.6.54, and declare dividends as soon as practicable under reg 5.6.67. Creditors have rights to submit formal proofs, appeal rejections within 14 days or Court-allowed periods, withdraw or vary proofs with consent, and receive dividends on admitted claims without disturbing prior declarations. Companies must arrange member contact via third-party providers under reg 2C.1.05 on receipt of statutory declaration and payment of costs, and maintain records of consents for non-ordinary course transactions for 5 years under reg 5.3B.05.

Penalties and enforcement

Strict liability offences of 50 penalty units apply for failure to make reasonable inquiries when preparing a restructuring practitioner declaration under reg 5.3B.18, failure to notify incompleteness under reg 5.3B.19, and offering valuable consideration to secure plan acceptance or non-acceptance under reg 5.3B.25. Offences of 500 penalty units apply for licensed trustee company failures to provide annual information returns under reg 5D.2.01, maintain investment registers under reg 5D.2.07, or comply with common fund rules under reg 5D.2.05. A person bound by a restructuring plan cannot commence winding-up applications or enforcement for admissible debts or claims without Court leave under reg 5.3B.30. Non-complying creditors are excluded from dividend benefits under reg 5.6.48(4). ASIC maintains the publication website for notices under reg 5.6.75, with electronic lodgement deemed compliance.

Strict liability offences apply for failing to make reasonable inquiries or verify information in restructuring declarations (50 penalty units under reg 5.3B.18), failing to notify incompleteness in plans or statements (50 penalty units under reg 5.3B.19), and giving valuable consideration to secure acceptance or non-acceptance (50 penalty units under reg 5.3B.25). Non-compliance with lodgement of appointment notices, plan documents or termination notices carries offences under regs 5.3B.50, 5.3B.52, 5.3B.55, 5.3B.56. Licensed trustee companies face 500 penalty units for failing to provide annual returns, decide common fund rules or maintain registers, with 50/500 penalty units for involvement under regs 5D.2.01, 5D.2.05, 5D.2.06, 5D.2.07, 5D.2.08. ASIC enforces via publication website lodgements, form approvals and court applications for temporary responsible entities or plan termination. Contraventions by licensed trustee companies of common fund operation, register maintenance, financial reporting or valuation rules attract 500 penalty units under regs 5D.2.06(3)-(5), (7)-(8), (11), 5D.2.07(1), 5D.2.08(2)-(4), (6). Involvement by any person in those contraventions attracts 50 penalty units for individuals and 500 for bodies corporate under regs 5D.2.06(12), 5D.2.07(3), 5D.2.08(8). Restructuring practitioners commit strict liability offences of 50 penalty units for failing to make reasonable inquiries before signing declarations or failing to notify incompleteness under regs 5.3B.18-5.3B.19. Offering valuable consideration to secure acceptance or non-acceptance of a restructuring plan is an offence of 50 penalty units under reg 5.3B.25. Failure by liquidators to lodge adoption or cessation notices for simplified liquidation within two business days is an offence under s 1311(1) under regs 5.5.06, 5.5.08. Non-compliance with winding-up proof and dividend notice requirements excludes creditors from distributions under regs 5.6.48, 5.6.65. Strict liability offences carrying 50 penalty units apply to restructuring practitioners for inadequate inquiries or verification in declarations under reg 5.3B.18, failure to notify incomplete or inaccurate information under reg 5.3B.19, and offering valuable consideration to secure acceptance or non-acceptance under reg 5.3B.25. Failure to obtain or record consent for non-ordinary course transactions is an offence. Liquidators failing to deal with proofs within time limits allow creditors to apply to the Court for decision. ASIC enforces publication of notices on the prescribed website under reg 5.6.75 and lodgement of prescribed-form notices. Bodies failing to supply register copies may be required to arrange third-party contact, and may terminate arrangements if use falls outside permitted purposes under reg 2C.1.05(3).

How it interacts with other laws

Provisions cross-refer to the Corporations Act 2001 sections including ss 9, 45A, 118, 136, 157, 162, 200AB, 200A, 200F, 200G, 200H, 201F, 206B, 206J, 213, 246F, 250A, 254H, 254N, 254X, 256C, 260B, 262, 265, 273A, 273B, 273C, 283BC, 295, 300A, 300C, 319, 320, 324BE, 331AAA, 331AAB, 332B, 343, 346B, 348B, 411, 412, 415D, 419A, 427, 429, 430, 436A to 436C, 436E, 443B, 444A, 446A, 450A, 450C, 450D, 451E, 453C, 453J, 453L, 454N, 456E, 461, 470, 475, 506, 507, 510, 553, 554A, 554B, 563B, 568, 568A, 601BD, 601CB, 601CE, 601CG, 601CV, 601DC, 601DE, 601DG, 601DH, 601EA, 601EB, 601EC, 601ED, 601FL, 601FM, 601FN, 601FP, 601HC, 601HE, 601SCC, 601TAB, 601WBH, 675, 675A, 708, 738H, 738J, 738K, 738Q, 738X, 738ZA, 738ZD, 738ZI, 738ZK, 742, 912A, 912B, 1073A, 1074A, 1074E, 1075A, 1212B, 1213P, 1232C, 1232F, 1237B and 588FE. Cross-references exist to the SIS Act, SIS Regulations, RSA Act, RSA Regulations, Life Insurance Act 1995, Insurance Act 1973, Insurance Regulations 2024, Medical Indemnity (Prudential Supervision and Product Standards) Act 2003, Carbon Credits (Carbon Farming Initiative) Act 2011, National Gas Law, Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1), Payment Systems and Netting Act, and State and Territory laws for liens, mortgages, enduring powers of attorney and prescribed countries. Modifications apply to Chapter 2M under regs 2M.6.01 and 2M.6.05 and to s 601EC under reg 5C.1.03. Schedule 8, Schedule 8A, Schedule 7A, Schedule 5C, Schedule 6, Schedule 8AA, Schedule 8AB, Schedule 8AC, Schedule 8AD and Schedule 8AE contain prescribed information, provisions and exemptions.

The regulations interact with the Corporations Act 2001 by prescribing details for ss 300A, 300C, 411, 412, 415D, 434J, 451E, 454N, 601CB, 601CE, 601CV, 601DC, 601DH, 601EA, 601FL, 601FM, 601QB, 601RAC, 601RAB, 601YAB, 675, 738G and Schedule 2. They reference the Superannuation Industry (Supervision) Act 1993 and Regulations for public offer entities, preserved benefits and sub-plans; Retirement Savings Accounts Act 1997 and Regulations for RSA products; Life Insurance Act 1995 for benefit funds and friendly societies; Payment Systems and Netting Act 1998 for netting arrangements; Personal Property Securities Act 2009 for security interests and retention of title property; Banking Act 1959 for covered bonds and ADIs; and Carbon Credits (Carbon Farming Initiative) Act 2011 for carbon abatement contracts. Modifications apply to Chapter 2M (Schedule 5C), Chapter 5C (s 601QB) and s 601ED(2). Exemptions link to ASX listing rules, Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 and Insurance Regulations 2024. Common fund investments and derivatives must comply with relevant State or Territory trustee provisions listed in Schedule 8AE under regs 5D.2.06(4), (7). Charge registration interacts with prescribed State and Territory laws on liens, stock mortgages and security interests in goods under regs 2K.2.01, 2K.2.03. Restructuring and administration stays do not apply to contracts governed by the Payment Systems and Netting Act 1998, Cape Town Convention, Banking Act 1959 covered bonds or Prudential Standards CPS 231 and SPS 231 under regs 5.3A.50(2), 5.3B.12. Continuous disclosure under s 675 is modified by reg 6CA.1.01. CSF provisions interact with s 738G, s 738J, s 738K, s 738ZD and Chapter 2E as modified for proprietary companies with CSF shareholders under regs 6D.3A.01, 6D.3A.06. Takeover acceptances and withdrawals must follow prescribed CS facility operating rules under regs 6.6.01, 6.8.01-6.8.02. Parent-entity disclosures are calculated in accordance with accounting standards in force for the financial year under reg 2M.3.01. Provisions cross-reference the Corporations Act 2001 at ss 713B, 713C, 713D, 713E, 738G, 738H, 738J, 738K, 738L, 738Q, 738X, 738ZA, 738ZD, 738ZK, 177(1A), 200AB, 200A, 200G, 200H, 206B, 206J, 213, 262, 265, 283BCA, 283BC, 300A, 300C, 324BE, 331AAA, 331AAB, 346B, 348B, 411, 412, 415D, 419A, 429, 434J, 436A-436C, 443B, 446A, 451E, 453A, 453C, 453J, 453L, 454N, 455A, 475, 553, 563B, 568A, 571, 579Q, 581, 793B and 822B. They interact with the Life Insurance Act 1995 for approved benefit funds, Payment Systems and Netting Act 1998 for netting and RTGS arrangements, Banking Act 1959 for covered bonds, AML/CTF Rules for identification documents, Federal Safety Commissioner Act 2022 and Building and Construction Industry Security of Payment Act 1999 (NSW) for project contracts, and specified State and Territory laws including the NSW Security Interests in Goods Act 2005 for liens and stock mortgages. New Zealand is prescribed for s 206B(7). CCIV sub-fund references are translated under s 1237B where Division 1 of Part 5.6 applies. The regulations support the Act by prescribing forms, amounts and details for sections 45A, 115, 147, 153, 300A, 300C, 319, 320, 350, 453C, 453J, 453L, 454N, 455A, 456E, 458B, 465A, 475, 477, 489EA, 491, 498, 500AA, 500AC, 500AE, 579Q, 581, 588GAAA, 601CB, 601CE, 601DA, 601DG, 601DH, 601EA, 601EB, 601ED, 601FB, 601FL, 601FM, 601FN, 601FP, 601QB, 601RAB, 601RAC, 601RAE, 738ZA, 742 and Schedule 2. Regulation 5.3B.12 cross-references regulation 5.3A.50(2) for stayed contracts. Regulation 5.3B.24 references employee entitlements under subsections 596AA(2) and (3) and taxation laws under the Income Tax Assessment Act 1997. Regulation 1.0.22 includes external Territories for Chapter 7 except specified Parts. Regulation 5C.11.01 excludes approved benefit funds and certain litigation funding schemes from the managed investment scheme definition. Regulation 5D.1.04 excludes specified State or Territory laws for trustee companies.

Gotchas

Simplified liquidation process companies are excluded from certain proof and dividend timing rules under regs 5.6.39(1A), 5.6.48(1A), 5.6.65(1A) and 5.6.68(3), with a single fixed day of exactly 14 days under reg 5.6.39(1B) and only one dividend under reg 5.6.67A. Restructuring plans must not provide for non-money property transfers to creditors or payments after 3 years from making under reg 5.3B.15. A post-demand disposal of PPSA retention-of-title property is not in the ordinary course of business under reg 5.3B.39. Creditors must use detailed particulars, statements of account and vouchers in disagreement notices under reg 5.3B.22, and late notices may be refused. Parent entity disclosures under reg 2M.3.01 apply only where paragraph 295(2)(b) applies. Loans exclude in-substance options including non-recourse loans under reg 2M.3.03(3A). Trivial or domestic arm’s-length transactions are excluded from certain related-party disclosures under reg 2M.3.03(3B). Documents must display specific identifying marks, endorsements and page numbering under reg 1.0.06, with 35 mm by 65 mm blank space under reg 1.0.07. Acceptance requires majority in value of responding affected creditors excluding excluded creditors under reg 5.3B.25, with value determined at restructuring start or by purchase price. Practitioner liability protection requires good faith and absence of negligence under regs 5.3B.11 and 5.3B.42. Replacement practitioners must resolve outstanding disagreements and complete actions within strict 2-business-day periods under regs 5.3B.09 and 5.3B.38. Restructuring eligibility excludes prior restructuring or simplified liquidation within 7 years and requires related body corporate circumstances to be within 20 business days under reg 5.3B.03. Plans must not provide for transfer of property (other than money) to creditors or payments after 3 years from the day the plan is made under reg 5.3B.15. Loans exclude in-substance options under reg 2M.3.03. Items 22-24 exclude transactions within normal employee/customer/supplier relationships on arms-length terms that are trivial or domestic under reg 2M.3.03. Name changes for registered schemes must not match pending applications, registered schemes, foreign passport funds with unwithdrawn notices under s 1213 or notified foreign passport funds under reg 5C.1.02. Certified copies for foreign company registration must be within 3 months before lodgement under regs 5B.2.01, 5B.2.02. Continuous disclosure under s 675 is not required if information is confidential and falls within specified categories including incomplete proposals or trade secrets under reg 6CA.1.01. Statutory minimum and period under reg 5.4.01AAA differ for temporary restructuring relief companies. Valuation of listed securities must use the first business day last sale price unless the trustee company decides a later price is in the best interests of every account in the common fund under reg 5D.2.06(9). Lost clients and lost agents are exempt from fee change disclosure only if the company never held an address or communications were returned unclaimed and no new address supplied under reg 5.3.01(6). Restructuring plans must not provide for non-money property transfers or payments after three years from the day made under reg 5.3B.15. Unfair preferences in simplified liquidation are not voidable only if the creditor is not a related entity and the transaction meets the $30,000 or pre-relation-back timing thresholds under reg 5.5.04. Creditors in simplified liquidation are excluded from the 25 per cent value test if they are related entities under reg 5.5.09. Formal proofs in simplified liquidation may be required for all or specified classes of debts under reg 5.6.39. Base salary excludes performance-dependent components under reg 2D.2.01. Hedging arrangements include put options and short positions on incentive remuneration but exclude foreign currency risk and certain income protection insurance under reg 2D.7.01. Exact wording must be used for the CSF risk warning; no invention of terms is permitted. Loans in items 20-21 exclude in-substance options and non-recourse loans under subregulation 3A. Items 17-24 apply only to financial years commencing on or after 1 July 2013 under subregulation 3C. Late disagreement notices may be refused if the creditor did not take all reasonable steps under regulation 5.3B.22(5)-(6). Plans must not provide for non-money property transfers or payments after 3 years under regulation 5.3B.15(4). Replacement practitioners must complete outstanding Subdivision B or C requirements within 2 business days under regulations 5.3B.09 and 5.3B.38. Documents require specific physical standards (A4 paper, 10 mm margins, identification details) unless ASIC approves otherwise under regulation 1.0.07. Subregulation 3B excludes only transactions that are trivial or domestic and do not adversely affect resource allocation or accountability decisions. Reg 5.6.48(1A) and reg 5.6.67A provide that notice and single-declaration requirements do not apply to companies in the simplified liquidation process. Restructuring eligibility under reg 5.3B.03 requires total admissible liabilities not exceeding $1 million on the restructuring day and no prior insolvency, restructuring or simplified liquidation events within 7 years, with 20-business-day timing for related body corporate circumstances. Certain contracts, agreements and arrangements listed in reg 5.3A.50(2) are excluded from stays under ss 451E and 454N, including derivatives, securities financing transactions, Cape Town Convention agreements, government licences and permits, public hospital contracts, margin lending facilities and close-out netting contracts. Cross-references under s 713E permit incorporation of information from lodged documents but do not relieve the requirement to include all prescribed statements and sections. Late creditor disagreement notices under reg 5.3B.22 may be refused if not all reasonable steps were taken, and are taken as recommending no variation. Undistributed property reverts to the company on fulfilment termination but admissible debts and claims become due on other terminations under reg 5.3B.31.

How to comply

Use approved or prescribed forms from Schedule 2 or as required under regs 1.0.03 to 1.0.03C, complete forms per directions under reg 1.0.04, and meet lodgement timing of 1 month or as prescribed under reg 1.0.13. Lodge documents on white or light pastel A4 paper with permanent black or dark blue printing, minimum 10 mm margins, fastened top left, and required identifying details under reg 1.0.07. Accompany annual and half-year financial documents with approved forms containing ACN, ARBN, ARSN, ARFN, ABN, NFPFRN, dates and certifications under regs 1.0.08 and 1.0.09. For restructuring, satisfy eligibility criteria of total admissible liabilities not exceeding $1 million and 7-year periods under reg 5.3B.03, prepare plans in approved form identifying property dealings and practitioner remuneration under reg 5.3B.15, obtain practitioner declarations after reasonable inquiries under reg 5.3B.18, give documents to affected creditors and allow 15 business days for acceptance under reg 5.3B.21, and ensure employee entitlements are paid and tax compliance is met under reg 5.3B.24 before proposal. For winding up, submit formal proofs on Form 535 or 536 under reg 5.6.49, allow for discounts under reg 5.6.42, and respond to liquidator requests within 28 days under reg 5.6.53. For CSF offers, include the prescribed risk warning and section 4 investor rights description under regs 6D.3A.10 and 6D.3A.06, and conduct checks to the standard in reg 6D.3A.09 using certified copies of identification documents. Maintain records for 5 years where required under reg 5.3B.05. Lodge notices with ASIC and publish on the publication website under reg 5.6.75 where applicable. Apply relevant accounting standards for remuneration and financial disclosures under regs 2M.3.03(4) and 2M.3.04(4).

Use approved forms for all prescribed documents and lodge on A4 medium-weight paper with required first-page details, ACN/ARSN/NFPFRN and certification under regs 1.0.07, 1.0.08, 1.0.03A. For restructuring, prepare plans in approved form identifying property dealings and practitioner remuneration, execute within the proposal period, obtain practitioner declaration, give copies to affected creditors, and ensure employee entitlements are paid and taxation documents provided under regs 5.3B.14, 5.3B.15, 5.3B.16, 5.3B.24. Lodge all notices with ASIC within 1 or 2 business days and give copies to creditors as required under regs 5.3B.50 to 5.3B.58. For foreign companies and schemes, accompany applications and notices with certified copies and consents where names include Schedule 6 Part 4 or 5 expressions under regs 5B.2.06, 5B.3.02. Maintain registers, provide annual returns on request, and follow common fund investment, valuation and allocation rules under regs 5D.2.01, 5D.2.05 to 5D.2.08. Apply relevant accounting standards to remuneration disclosures under regs 2M.3.03, 2M.3.04. Publish notices on the ASIC publication website or lodge electronically for publication under reg 5.6.75. Licensed trustee companies should maintain monthly valuation records, allocate income within six-month intervals, credit realised profits or losses within 14 days and lodge audited statements within three months under regs 5D.2.06(8), (11), 5D.2.08(4). Restructuring practitioners should prepare compliant plans and statements in approved form, obtain signed declarations, give copies to affected creditors within the 15-business-day acceptance period and resolve disagreements promptly under regs 5.3B.15-5.3B.16, 5.3B.21-5.3B.22. Liquidators should fix a single proof day 14 days after notice for simplified liquidation companies, deal with formal proofs within 28 days of request and declare dividends only once under regs 5.5.06, 5.6.39, 5.6.67A. CSF intermediaries should verify identity using primary photographic or non-photographic documents plus secondary documents and apply documented processes for eligibility checks under reg 6D.3A.09. Companies proposing simple corporate bond offers should structure offer-specific prospectuses with the three prescribed sections and update key financial ratios under regs 6D.2.05-6D.2.06. Directors seeking simplified liquidation should include the required voidable transaction and eligibility declarations under reg 5.5.02. All parties should use forms approved by prescribed CS facility operating rules for takeover acceptances and withdrawals under regs 6.6.01, 6.8.01-6.8.02. Prepare base prospectuses with table of contents, six mandatory sections, prescribed statements on 3-year validity and separate offer-specific prospectuses, key bond aspects including coupon, term, default events, guarantees, security and ranking, issuer summaries with financial ratios and explanations, and risk disclosures, permitting cross-references under s 713E. Prepare offer-specific prospectuses with three sections, offer terms including series size, face value, interest rate, payment dates, minimum application size, redemption circumstances, fees and advisor details, plus updates to ratios and risk changes. For crowd-sourced funding offers, include the four sections with mandatory risk warning statement, company name, ACN, addresses, directors' skills and experience, capital structure, business risks, financial statements, convictions and insolvency history, securities description, subscription amounts, proceeds use, payments to directors and related parties, and investor rights including cooling-off and communication facility effects; intermediaries must perform ASIC register and website verification, obtain written explanations for other information, and document processes for s 738K compliance using certified copies of identification documents. In restructuring, prepare plans in approved form identifying property and remuneration, execute within the 20-business-day proposal period (extendable once by up to 10 business days), obtain practitioner declaration on reasonable grounds of eligibility, give plan, statement and declaration to affected creditors, request written acceptances within 15 business days, resolve disagreements with detailed particulars and vouchers, and ensure employee entitlements and taxation compliance before proposal. For creditor claims, submit formal proofs using Form 535 or 536 with detailed particulars, statement of account and vouchers; liquidators must admit or reject within 28 days of request, notify on Form 537 with appeal rights, use Form 547 or 548 for dividend notices at least 21 days before submission date, declare and distribute as soon as practicable using Forms 549-553, and lodge notices with ASIC under reg 5.6.75(4) for publication on the website. Maintain 5-year records of consents for non-ordinary course transactions and use electronic lodgement for all ASIC notices.