The Act has a broad reach but operates principally upon three classes of persons and entities.

First, companies, their officers and members. Because the Corporations Law of Western Australia (s.7) and the ASIC Law of Western Australia (s.58) apply as laws of the State, every company registered in or carrying on business in Western Australia, every director, secretary, administrator, liquidator and receiver (each falling within the extended definition of "officer" in s.60(1)), and every member or investor is directly regulated by the adopted Commonwealth provisions. Section 15(1) extends Chapter 5 (external administration) to the Crown in right of Western Australia and, so far as legislative power permits, other polities. The specific rule in s.96 protects companies that transfer lots under the Strata Titles Act 1985 or prescribed plans in satisfaction of certain rights from any argument that the transfer reduces share capital.

Second, participants in securities and futures markets. Sections 23, 24 and 25 impose contributions and levies upon members of securities exchanges, contributing members of futures organisations, and participants in the National Guarantee Fund. The fidelity fund and guarantee fund provisions (ss.23 and 25) therefore affect brokers, dealers and clearing-house participants.

Third, courts, judicial officers, legal practitioners and Commonwealth agencies. Part 9 vests civil jurisdiction in the Supreme Court of Western Australia, every other State Supreme Court, the Capital Territory Supreme Court, State Family Courts, the Federal Court, the Family Court and lower courts (ss.42, 42A, 42B). Criminal jurisdiction is vested in courts that ordinarily deal with summary, committal and indictable matters (s.55). Courts must act in aid of each other (s.46), apply particular rules of court (ss.51-52B), and follow detailed transfer criteria that expressly include the principal place of business of any body corporate and the location of events (s.44B). Legal practitioners authorised to appear in one court obtain rights of appearance in transferee courts (s.48).

Commonwealth authorities are affected in multiple ways. The Commission (ASIC) is conferred functions under national scheme laws (s.66) and may exercise functions conferred by laws of other jurisdictions while acting in Western Australia (s.68). The Panel and Disciplinary Board receive parallel conferrals (ss.70, 71). Commonwealth officers and authorities receive functions in relation to offences and administrative review (ss.31, 37), but ministerial direction powers are disapplied. The Director of Public Prosecutions and Australian Federal Police are given enforcement powers equivalent to those of State officers in respect of co-operative scheme laws (s.91).

Transitional provisions affect former staff of the Corporate Affairs Department and the NCSC (ss.81-83) and preserve certain rights under superseded co-operative scheme laws for matters arising before 1 January 1991 (s.85(1)).

Finally, the Crown in all its capacities is affected by the binding provisions in ss.15 and 16, although protected from prosecution (s.17).

The Act itself creates few standalone substantive duties, instead importing those contained in the applied Corporations Law and ASIC Law. However, it does create or modify several procedural and facilitative rights and duties.

Courts are under a duty to transfer proceedings when it appears in the interests of justice that another court is more appropriate (ss.44(2), 44A(2), 44AA(2)). In deciding transfer, they must have regard to the matters in s.44B: principal place of business, location of events, and other courts with jurisdiction. Once a transfer order is made, the registrar must transmit all filed documents (s.44D) and the transferee court must treat steps already taken as having been taken in that court (s.45(2)).

Parties have a right to apply for transfer at any stage (s.44C) and a right of appearance in the transferee court equivalent to that in a federal court (s.48). Appeals do not lie from transfer decisions or from choices of applicable rules of evidence and procedure under s.45(1) (s.49).

Commonwealth authorities and officers are conferred functions and powers by ss.31, 37, 66, 68, 70 and 71. When performing those functions they must act "as nearly as practicable" as they would in relation to a corresponding matter in the Capital Territory (ss.31(4), 37(4)). Ministers must observe the consent requirement in s.19 before making application orders.

Persons subject to examination under the ASIC Law have the rights and obligations that flow from the applied provisions of the Crimes Act 1914 (Cth) (s.74) and Evidence Act 1995 (Cth) (s.75). The definition of "give" in s.61 expands the ordinary meaning of giving information to include explaining, identifying, disclosing or answering.

Regulators and courts must treat offences against applicable provisions of any jurisdiction as offences against Commonwealth law for the purposes of investigation, prosecution, bail, sentencing and appeals (s.28(2)). Fines and penalties (other than fees and taxes) must be paid to the Commonwealth (s.79).

Under the transitional provisions, former State public servants may elect to continue in State superannuation schemes (s.83) and may apply for re-appointment to the State public service within two years (s.82).

The Crown enjoys an immunity from prosecution (s.17) and the benefit of the rule in s.18 that overrides prerogative rights only to the extent necessary to give effect to the binding provisions.

The Act does not itself prescribe offence provisions; these are contained in the applied Corporations Law and ASIC Law. Instead, it creates a national enforcement regime. Division 2 of Part 8 provides that an offence against an applicable provision of Western Australia is to be treated as an offence against a Commonwealth law (s.29(2)). The same treatment is given to offences against applicable provisions of other jurisdictions when dealt with in Western Australia (s.30). Commonwealth laws relating to investigation, prosecution, arrest, bail, trial, sentencing, proceeds of crime and spent convictions therefore apply (s.28(2)).

Commonwealth authorities and officers are conferred the same functions and powers in relation to Western Australian offences as they have in relation to Capital Territory offences (s.31(1)). Those powers may be exercised only within Western Australia (s.31(3)) and must be performed in a manner consistent with their exercise in the Capital Territory (s.31(4)). Ministerial direction powers are excluded (s.31(5)).

Parallel rules apply to administrative law: Commonwealth administrative laws apply to acts, matters or things arising under applicable provisions as if those provisions were Commonwealth laws (ss.35, 36). Again, functions may be exercised only within Western Australia and must mirror the approach taken for the Capital Territory (s.37).

Penalties and fines (other than fees and taxes) imposed under the applicable provisions must be paid to the Commonwealth (s.79). Contributions and levies for fidelity funds and the National Guarantee Fund are imposed by ss.23-25, but only to the extent they are not taxes; the expressions used take their meaning from the relevant Parts of the Corporations Law (ss.23(2), 25(2)).

For co-operative scheme laws that continue to operate in residual respects (s.85), the Commonwealth Director of Public Prosecutions and Australian Federal Police are given equivalent enforcement powers to those of the State Attorney General and police force (s.91). Offences against co-operative scheme laws are treated as offences against national scheme laws for enforcement purposes (s.91(4)).

Section 5(1) protects the Act and the applicable provisions from later State legislation that might be read as amending or repealing them, unless the later Act expressly provides otherwise (s.5(2)). Section 6 preserves the operation of pre-commencement Western Australian laws except where the Act or applicable provisions provide otherwise.

The Act is expressly designed to sit within a matrix of Commonwealth and State legislation. It defines "national scheme law" in s.3(1) and s.60(1) to include this Act, the Corporations Law and ASIC Law of Western Australia, the Corporations Act 1989 (Cth), the ASIC Act 1989 (Cth) and corresponding laws of other jurisdictions. "Applicable provision" is defined broadly in s.3(1) to encompass not only the Corporations Law and ASIC Law but also Commonwealth laws applying to offences against or matters arising under those Laws.

Section 85(1) provides that national scheme laws prevail over co-operative scheme laws (listed in s.84), which continue to operate only in relation to matters arising before 1 January 1991 or directly or indirectly out of such matters. Inconsistency is determined by reference to the test in s.109 of the Commonwealth Constitution (s.85(3)). Regulations may exclude residual operation of co-operative scheme laws (s.86) or modify them (s.88). References in instruments to co-operative scheme laws are construed as including corresponding national scheme provisions (s.90(2)-(4)), subject to regulations made under s.80.

Part 8 applies Commonwealth laws (both offence-related and administrative) to applicable provisions "as if" those provisions were laws of the Commonwealth and not laws of Western Australia (ss.29(1), 35(1)). References in Commonwealth laws to provisions of other Commonwealth laws are read as references to those provisions as applied by the Act (ss.32, 38).

The jurisdiction provisions in Part 9 operate to the exclusion of the Jurisdiction of Courts (Cross-vesting) Act 1987 (s.40(1)). They interact with the Family Law Act 1975 (Cth) through the definition of State Family Court (s.3(1)) and with the Administrative Decisions (Judicial Review) Act 1977 (Cth) (ss.40(1), 42(1a)).

Section 10 applies the Commonwealth Acts Interpretation Act 1901 (as at the commencement of s.8 of the Corporations Act) to the Corporations Law and Regulations, while disapplying the Western Australian Interpretation Act 1984. A parallel rule applies to the ASIC Law (s.62). Section 4 treats the Jervis Bay Territory as part of the Australian Capital Territory for the purposes of the national scheme laws.

The Act interacts with Western Australian land law through s.96, which prevents certain transfers under the Strata Titles Act 1985 or prescribed plans from being characterised as reductions of share capital for the purposes of the Corporations Law.

Part 13 Division 7 (s.95C) provides that Commonwealth authorities and officers have no duty to perform functions expressed to be conferred by the "old corporations legislation" (defined by reference to the Corporations (Ancillary Provisions) Act 2001).

The compilation table records amendments up to the Legal Profession Uniform Law Application Act 2022 (WA). Significant changes include:

• The Corporations (Western Australia) Amendment Act 1991 inserted most of the current Part 9 cross-vesting provisions and amended definitions.
• The Corporations (Western Australia) Amendment Act 1995 (assented 18 September 1995, commenced 16 October 1995) introduced the lower court jurisdiction provisions (s.42B, s.44AA), amended appeal rights (s.43), inserted procedural rules (s.45(1a)), and added Sch. 1 savings provisions for the jurisdiction amendments. These changes were made to refine the cross-vesting scheme after early constitutional and practical difficulties.
• The Acts Amendment and Repeal (Financial Sector Reform) Act 1999 (commenced 18 May 2001) deleted Part 6, amended numerous definitions, updated ASIC references, repealed s.67, and inserted the s.96(2) cut-off date.
• The Corporations (Ancillary Provisions) Act 2001 (operative immediately before 15 July 2001) inserted Division 7 of Part 13 (ss.95B, 95C), amended s.85 to refer to the Corporations Act 2001 (Cth), and made consequential changes to transitional provisions. These amendments were required because the Corporations Act 2001 (Cth) applies of its own force rather than through State application statutes; the 1990 Act therefore shifted to a transitional and residual role.
• Later amendments (Acts Amendment (Federal Courts and Tribunals) Act 2001, Statutes (Repeals and Minor Amendments) Act 2003, Acts Amendment (Court of Appeal) Act 2004, Legal Profession Act 2008 and Legal Profession Uniform Law Application Act 2022) updated court references, removed spent provisions, and adjusted rights of appearance (s.48).

Each set of amendments was made to maintain the national scheme after constitutional challenges to the original cross-vesting regime, to accommodate the shift from the Corporations Act 1989 (Cth) to the Corporations Act 2001 (Cth), and to update terminology following federal court reforms.

The source text does not refer to any specific court decisions. However, the legislation itself records the legislative response to constitutional and practical difficulties. The 1995 Amendment Act (reflected in Sch. 1) was enacted after the High Court decision in Re Wakim; Ex parte McNally (1999) 198 CLR 511 cast doubt on the original cross-vesting of State jurisdiction on federal courts. The jurisdiction amendments in the 1995 Act and the savings provisions in Sch. 1 clauses 2-4 were designed to validate pre-existing proceedings and to allow recommencement where courts had held they lacked jurisdiction.

Section 40(1) expressly excludes the Jurisdiction of Courts (Cross-vesting) Act 1987, indicating legislative recognition that the general cross-vesting statute was not an appropriate vehicle for corporations matters. The detailed rules in ss.42-44D, 53-56 represent a tailored statutory response to ensure that civil and criminal corporations matters can be heard in the most convenient forum without constitutional objection.

The transitional provisions in Part 13 (especially ss.85-90) address the controversy surrounding the replacement of the co-operative scheme Codes with the national scheme in 1991. The Act makes clear that national scheme laws prevail (s.85(2)), but preserves residual operation for pre-1991 matters, reflecting a compromise between uniformity and accrued rights.

Section 95C, inserted in 2001, reflects a cautious approach to the new Corporations Act 2001 (Cth) regime: Commonwealth authorities are stated to have no duty to perform functions purportedly conferred by the old legislation, avoiding any argument that the State Act could impose obligations on Commonwealth officers.

No controversies concerning the Western Australian-specific provisions in ss.96 or 99 are recorded in the text.

Most practitioners assume that the Corporations Act 2001 (Cth) applies uniformly without reference to State legislation. In Western Australia, however, the 1990 Act remains the formal vehicle for the application of certain residual provisions, the cross-vesting rules, and the transitional treatment of pre-2001 matters. Failure to cite the State Act when relying on transitional savings can lead to arguments about the applicable law.

The definition of "applicable provision" in s.3(1) is deceptively complex: it chains through multiple layers of application so that a Commonwealth law applying to an offence against the Corporations Law of another jurisdiction becomes an applicable provision of Western Australia. This can catch unwary prosecutors or administrators who assume that only the local Corporations Law matters.

Section 5(1) is a "future laws" clause that prevents later State legislation from being read as impliedly amending the national scheme. Any State Act that seeks to affect corporations matters must expressly state that it operates despite the 1990 Act; otherwise it will be read down. This is rarely appreciated outside specialist regulatory practice.

The transfer provisions in ss.44, 44A and 44AA require the court to have regard to the matters in s.44B, yet many transfer applications focus only on convenience. A court that fails to address principal place of business and location of events risks appellate criticism even though no appeal lies from the transfer decision itself (s.49(a)).

Transitional staff provisions in ss.82 and 83 still have practical effect for a small cohort of former Corporate Affairs Department officers. Elections to return to State employment or superannuation must be made within strict time limits that are long expired; anyone still employed under those provisions occupies a statutorily protected position that cannot be altered without regard to the 1990 Act.

Section 96 is a trap for company lawyers dealing with strata title conversions. The provision deems the transfer of lots in satisfaction of certain rights not to be a reduction of capital, but only if the plan was registered while the company was the proprietor. Post-1999 transfers are excluded (s.96(2)). Many due-diligence checklists omit this Western Australian peculiarity.

Finally, the Act's regulation-making power in s.80(2) authorises savings or transitional regulations that can operate from a date earlier than publication, provided no person (other than the State) is disadvantaged (s.80(4)). Such regulations cease after one year (s.80(5)). Practitioners must check the Government Gazette for any such regulations when advising on transitional issues, yet they are rarely consolidated with the principal Act.

Compliance begins with recognising that the substantive rules are in the applied Corporations Law and ASIC Law, not the 1990 Act itself. Companies must therefore maintain registers, prepare financial reports, conduct meetings and observe takeover and fundraising rules exactly as required by the Corporations Act 2001 (Cth) and the ASIC Act 2001 (Cth), while understanding that in Western Australia those rules apply by force of ss.7 and 58.

When commencing or defending proceedings, practitioners must plead the correct jurisdictional basis. A civil matter arising under the Corporations Law of Western Australia should be filed in the Supreme Court (s.42) or, if below the superior court threshold and not a superior court matter, in a lower court (s.42B). Applications for transfer must address the s.44B factors and be made by motion at any stage (s.44C). Where a matter involves a decision of a Commonwealth officer, the Administrative Decisions (Judicial Review) Act 1977 (Cth) jurisdiction under s.42(1a) should be invoked.

ASIC, the Panel and the Disciplinary Board exercise powers conferred directly by ss.66, 70 and 71. Any delegation under the ASIC Law must be exercised in accordance with s.102 of that Law, and staff assisting delegates must satisfy the definition of "assist" in s.60(1).

For transitional matters, identify whether the relevant events occurred before or after 1 January 1991. Pre-1991 co-operative scheme matters continue under the Codes listed in s.84, subject to the prevalence rule in s.85 and any modifying regulations made under s.88. References in old instruments should be updated using the conversion rules in s.90 unless regulations under s.80(7) provide otherwise.

Fees and levies imposed by ss.22-25 must be paid to the relevant Commonwealth or State collector; failure to characterise them correctly (i.e. as non-tax) can affect constitutional validity arguments.

When dealing with the Crown, remember that Chapter 5 binds the Crown in all capacities (s.15(1)) but the Crown cannot be prosecuted (s.17). Any compromise or arrangement under Part 5.1 that affects Crown property must therefore proceed by negotiation rather than compulsion.

Legal practitioners should ensure their practising certificate authorises appearance in the relevant court and rely on s.48 for automatic extension to transferred proceedings.

Finally, keep a copy of the latest compilation of the Act (including the uncommenced provisions table) because regulations under s.80 can alter the operation of co-operative scheme laws or disapply aspects of the reference rules in s.90. Compliance checklists should include a prompt to search the Government Gazette for any arrangement published under s.78 or s.92.