Div 5Registration of instruments

Division 5—Registration of instruments 73A—Interpretation In this Division— title means a permit, lease, licence, pipeline licence or access authority. 74—Register of certain instruments to be kept For the purposes of this Part, the Minister shall keep a register of titles and special prospecting authorities granted by him. 75—Particulars to be entered in register (1) The Minister shall enter in the register a memorial in respect of each title or special prospecting authority— (a) specifying the name of the holder of the title or special prospecting authority; and (b) in the case of a permit, lease or licence, setting out an accurate description (including, where convenient, a map) of the permit area, lease area or licence area; and (c) in the case of a special prospecting authority or an access authority, setting out an accurate description (including, where convenient, a map) of the area in respect of which the special prospecting authority or access authority is in force; and (d) in the case of a pipeline licence, setting out a description of the route of the pipeline; and (e) specifying the term of the title or special prospecting authority; and (f) setting out such other matters and things as are required by this Part to be entered in the register; and (g) setting out such further matters relating to the registered holder or to the terms and conditions of the title or special prospecting authority as the Minister deems proper and expedient in the public interest. (2) The Minister shall enter in the register a memorial of— (a) any instrument varying, cancelling, surrendering or otherwise affecting a title or special prospecting authority; and (b) any instrument under section 58(5), (6) or (7); and (c) any agreement under section 108; and (d) any instrument varying or revoking an instrument referred to in paragraph (a) or (b). (3) It is a sufficient compliance with the requirements of subsection (1) or (2) if the Minister enters a copy of the title, special prospecting authority or instrument in the register. (5) The Minister shall endorse on the memorial or copy of the title, special prospecting authority or instrument a memorandum of the date upon which the memorial or copy was entered in the register. 76—Memorials to be entered of permits etc determined etc (a) a permit or lease ceases to be in force in respect of a block in respect of which a licence is granted; or (aa) a permit ceases to be in force in respect of a block in respect of which a lease is granted; or (b) a permit or lease has been wholly determined or partly determined; or (c) a title or special prospecting authority has expired, the Minister shall enter in the register a memorial of the fact. 77—Approval and registration of transfers (1) A transfer of a title is of no force until it has been approved by the Minister and an instrument of transfer is registered as provided by this section. (2) Where it is desired that a title be transferred, one of the parties to the proposed transfer may make an application in writing to the Minister for approval of the transfer. (3) An application for approval of a transfer of a title shall be accompanied by— (a) an instrument of transfer in the prescribed form executed by the registered holder or, if there are 2 or more registered holders, by each registered holder and by the transferee or, if there are 2 or more transferees, by each transferee; and (b) in a case where the transferee or one or more of the transferees is not a registered holder or are not registered holders of the title, an instrument setting out— (i) the technical qualifications of that transferee or those transferees; and (ii) details of the technical advice that is or will be available to that transferee or those transferees; and (iii) details of the financial resources that are or will be available to that transferee or those transferees; and (c) two copies of the application and of the instruments referred to in paragraphs (a) and (b). (4) The Minister shall not approve the transfer of a title unless the application was lodged with the Minister within 3 months after the day on which the party who last executed the instrument of transfer so executed the instrument of transfer or within such longer period as the Minister, in special circumstances, allows. (5) Where an application for approval of a transfer is made in accordance with this section, the Minister shall enter a memorandum in the register of the date on which the application was lodged and may make such other notation in the register as the Minister considers appropriate. (6) The Minister must consider each application for approval of the transfer of a title and determine whether to approve the transfer. (7) Where an application for approval of the transfer of a title is made in accordance with this section, the Minister shall, by notice in writing served on the person who made the application, inform the person of the Minister's decision. (9) Where the Minister approves the transfer of a title, the Minister shall forthwith endorse on the instrument of transfer and on one copy of the instrument a memorandum of approval and shall, on payment of the prescribed fee, enter in the register a memorandum of the transfer and the name of the transferee or of each transferee. (10) Upon the entry in the register of a memorandum of the transfer of a title and of the name of the transferee or each transferee in accordance with subsection (9)— (a) the transfer shall be deemed to be registered; and (b) the transferee becomes the registered holder, or the transferees become the registered holders, of the title. (11) Where the Minister refuses to approve the transfer of a title, the Minister shall make a notation of the refusal in the register. (12) Where a transfer is registered— (a) the copy of the instrument of transfer endorsed with the memorandum of approval shall be retained by the Minister and made available for inspection in accordance with this Division; and (b) the instrument of transfer endorsed with the memorandum of approval shall be returned to the person who lodged the application for approval of the transfer. (13) The mere execution of an instrument of transfer of a title creates no interest in the title. 78—Entries in register on devolution of title etc (1) A person upon whom the rights of a registered holder of a particular title have devolved by operation of law may apply in writing to the Minister to have his name entered in the register as the holder of the title. (2) The Minister shall, if he is satisfied that the rights of the holder have devolved upon the applicant by operation of law and on payment of the prescribed fee enter the name of the applicant in the register as the holder of the title and, upon that entry being so made, the applicant becomes the registered holder of the title. (3) Where a company that is the registered holder of a particular title has changed its name, it may apply in writing to the Minister to have its new name substituted for its previous name in the register in relation to that title and, if— (a) the Minister is satisfied that the company has so changed its name; and (b) the company has paid the prescribed fee, the Minister shall make the necessary alterations in the register. 80—Approval of dealings creating etc interests etc in existing titles (1) This section applies to a dealing that would, but for subsection (2), have one or more of the following effects: (a) the creation or assignment of an interest in an existing title; (b) the creation or assignment of a right (conditional or otherwise) to the assignment of an interest in an existing title; (c) the determining of the manner in which persons may exercise the rights conferred by, or comply with the obligations imposed by or the conditions of, an existing title (including the exercise of those rights or the compliance with those obligations or conditions under co-operative arrangements for the recovery of petroleum); (d) the creation or assignment of— (i) an interest in relation to an existing permit, lease or licence, being an interest known as an overriding royalty interest, a production payment, a net profits interest or a carried interest; or (ii) any other interest that is similar to an interest referred to in subparagraph (i), being an interest relating to petroleum produced from operations authorised by an existing permit, lease or licence or relating to revenue derived as a result of the carrying out of operations of that kind; (e) the creation or assignment of an option (conditional or otherwise) to enter into a dealing, being a dealing that has one or more of the effects referred to in paragraphs (a), (b), (c) and (d); (f) the creation or assignment of a right (conditional or otherwise) to enter into a dealing, being a dealing that has one or more of the effects referred to in paragraphs (a), (b), (c) and (d); (g) the alteration or termination of a dealing, being a dealing that has one or more of the effects referred to in paragraphs (a), (b), (c), (d), (e) and (f), but this section does not apply to a transfer to which section 77 applies. (2) A dealing to which this section applies is of no force insofar as the dealing would, but for this subsection, have an effect of a kind referred to in subsection (1) in relation to a particular title until— (a) the dealing, insofar as it relates to that title, has been approved by the Minister; and (b) an entry has been made in the register in relation to the dealing by the Minister in accordance with subsection (12). (3) A party to a dealing to which this section applies may lodge with the Minister— (a) in a case where the dealing relates to only one title, an application in writing for approval of the dealing; or (b) in any other case, a separate application in writing for approval of the dealing in relation to each title to which the dealing relates. (4) An application under subsection (3) for approval of a dealing— (a) must be accompanied by the instrument evidencing the dealing or, if that instrument has already been lodged with the Minister for the purposes of another application, a copy of that instrument; and (b) may be accompanied by an instrument setting out such particulars (if any) as are prescribed for the purposes of an application for approval of a dealing of that kind. (4a) An application under subsection (3) for approval of a dealing must be accompanied by two copies of— (a) the application; and (b) the instrument referred to in subsection (4)(a); and (c) any instrument lodged for the purposes of subsection (4)(b). (5) Subject to subsection (6), the Minister shall not approve a dealing unless the application for approval of the dealing is lodged with the Minister within 3 months after the day on which the party who last executed the instrument evidencing the dealing so executed the instrument or such longer period as the Minister, in special circumstances, allows. (6) Where a dealing relating to a title was, immediately before the title came into existence, a dealing referred to in section 80A(1), the Minister shall not approve the dealing unless— (a) a provisional application for approval of the dealing was lodged in accordance with section 80A(1); or (b) an application for approval of the dealing is lodged with the Minister in accordance with this section within 3 months after the day on which the title came into existence or such longer period as the Minister, in special circumstances, allows. (7) Where a dealing to which this section applies forms a part of the issue of a series of debentures, all the dealings constituting the issue of that series of debentures shall, for the purposes of this section, be taken to be one dealing. (8) Where a dealing to which this section applies (including a dealing referred to in subsection (7)) creates a charge over some or all of the assets of a body corporate, the person lodging the application for approval of the dealing shall be deemed to have complied with subsection (4)(a), and with subsection (4a) insofar as that subsection requires 2 copies of the document referred to in subsection (4)(a) to accompany the application, if the person lodges with the application 3 copies of each document required to be lodged with the National Companies and Securities Commission relating to the creation of that charge pursuant to section 201 of the Companies (South Australia) Code or pursuant to the corresponding provision of a law of a State or Territory. (9) On receipt of an application made under this section, the Minister shall enter a memorandum in the register of the date on which the application was lodged and may make such other notation in the register as the Minister considers appropriate. (10) The Minister may approve or refuse to approve a dealing to which this section applies insofar as the dealing relates to a particular title. (11) The Minister shall, by notice in writing served on the person who made an application for approval of a dealing, inform the person of the decision of the Minister. (12) If the Minister approves a dealing, the Minister shall endorse on the original instrument evidencing the dealing and on one copy of that instrument or, if the original instrument was not lodged with the application, on 2 of the copies of that instrument a memorandum of approval and, on payment of the prescribed fee make an entry of the approval of the dealing in the register on the memorial relating to, or on the copy of, the title in respect of which the approval is sought. (13) Where an entry is made in the register in relation to a dealing in accordance with subsection (12)— (a) if the dealing was approved before the commencement of section 44 of the Petroleum (Submerged Lands) (Miscellaneous) Amendment Act 1994 or the application for approval of the dealing was not accompanied by an instrument for the purposes of subsection (4)(b), one copy of the instrument evidencing the dealing endorsed with a memorandum of approval must be retained by the Minister and made available for inspection in accordance with this Division; and (b) if the application for approval of the dealing was accompanied by an instrument for the purposes of subsection (4)(b), a copy of that instrument endorsed with a copy of the memorandum of approval of the dealing must be retained by the Minister and made available for inspection in accordance with this Division but a copy of the instrument evidencing the dealing must not be so made available; and (c) the original instrument evidencing the dealing, or a copy of the original instrument, as the case requires, endorsed with a memorandum of approval and the instrument (if any) lodged for the purposes of subsection (4)(b) must be returned to the person who made the application for approval. (13a) The approval of a dealing or the making of an entry in the register in relation to a dealing is not rendered ineffective by any failure to comply, in relation to the application for approval of the dealing, with the requirements of this section. (14) Where the Minister refuses to approve a dealing, the Minister shall make a notation of the refusal in the register. (15) In this section— charge and debenture have the same respective meanings as they have for the purposes of section 201 of the Companies (South Australia) Code. 80A—Approval of dealings in future interests etc (1) Where two or more persons enter into a dealing relating to a title that may come into existence in the future and that dealing would, if the title came into existence, become a dealing to which section 80 applies, a person who is a party to the dealing may, during the prescribed period in relation to the title, lodge with the Minister— (a) in a case where the dealing relates to only one title that may come into existence in the future, a provisional application in writing for approval by the Minister of the dealing; or (b) in any other case, a separate provisional application in writing for approval by the Minister of the dealing in relation to each title that may come into existence in the future and to which the dealing relates. (2) Sections 80(4), (4a), (7) and (8) apply to a provisional application lodged under subsection (1) as if that provisional application were an application lodged under section 80(3). (a) the title to which a dealing referred to in subsection (1) relates comes into existence; and (b) upon that title coming into existence, the dealing becomes a dealing to which section 80 applies, the provisional application lodged under subsection (1) in relation to the dealing shall be treated as if it were an application lodged under section 80(3) on the day on which that title came into existence. (4) A reference in subsection (1) to the prescribed period, in relation to a title, is a reference to the period— (a) commencing— (i) in the case of a permit, lease, licence or pipeline licence—on the day of service of an instrument informing the applicant for the permit, lease, licence or pipeline licence that the Minister is prepared to grant the permit, lease, licence or pipeline licence; or (ii) in the case of an access authority—on the day on which the application for the grant of the access authority is made; and (b) ending on the day on which the title comes into existence. 81—True consideration to be shown (1) A person who is a party to a transfer referred to in section 77, a dealing to which section 80 applies or a dealing referred to in section 80A(1) shall not lodge with the Minister— (a) an instrument of transfer; or (b) an instrument evidencing the dealing; or (c) an instrument of the kind referred to in section 80(4)(b), that contains a statement relating to the consideration for the transfer or dealing, or to any other fact or circumstance affecting the amount of the fee payable in respect of the transfer or dealing, being a statement that is, to the knowledge of the person, false or misleading in a material particular. (2) Where a person is convicted of an offence against subsection (1), the Minister may make a fresh determination of the amount of the fee payable under section 91 in respect of the memorandum relating to the transfer or dealing. (3) Subsections (2) and (3) of section 90 apply in relation to a determination under subsection (2) as they apply in relation to a determination under section 90(1). 82—Minister not concerned with certain matters Neither the Minister nor a person acting under his direction or authority is concerned with the effect in law of any instrument lodged with him in pursuance of this Division nor does the approval of a transfer or dealing give to the transfer or dealing any force, effect or validity that the transfer or dealing would not have had if this Division had not been enacted. 83—Power of Minister to require information as to dealings (1) The Minister may require the person lodging an application for approval of a transfer or dealing or a provisional application for approval of a dealing under this Division to furnish to him in writing such information concerning the transfer or dealing as the Minister considers necessary or advisable. (1a) The Minister may require a person who is a party to a dealing approved by the Minister under section 80 to furnish to the Minister a statement in writing setting out such information concerning alterations in the interests or rights existing in relation to the title to which the approved dealing relates as the Minister considers necessary or advisable. (1b) The Minister may require a person making an application under section 78(1) or (3) or 86A(2) to furnish to the Minister in writing such information concerning the matter to which the application relates as the Minister considers necessary or advisable. (1c) A person shall not fail or refuse to comply with a requirement given to the person under subsection (1), (1a) or (1b). (2) A person who is so required to furnish information shall not knowingly furnish information that is false or misleading in a material particular. 84—Production and inspection of documents (1) The Minister may require any person to produce to him or to make available for inspection by him any documents in the possession or under the control of that person and relating to a transfer or dealing in relation to which approval is sought under this Division. (1a) The Minister may require any person to produce to the Minister or to make available for inspection by the Minister any documents in the possession or under the control of that person and relating to an application made to the Minister under section 78(1) or (3) or 86A(2). (2) A person shall not fail or refuse to comply with a requirement given to him under subsection (1) or (1a). 85—Inspection of register and documents (1) The register and all instruments or copies of instruments subject to inspection under this Division shall at all convenient times be open for inspection by any person upon payment of the prescribed fee. 86—Evidentiary provision (1) The register shall be received by all courts as evidence of all matters required or authorised by this Division to be entered in the register. (2) The Minister may, on payment of the prescribed fee, supply copies of or extracts from the register or of or from any instrument lodged with him under this Division certified by writing under his hand, and such a copy or extract so certified is admissible in evidence in all courts and proceedings without further proof or production of the original. (3) The Minister may, on payment of the prescribed fee, by instrument in writing under his hand certify that an entry, matter or thing required or permitted by or under this Division to be made or done or not to be made or done has or has not, as the case may be, been made or done and such a certificate is evidence in all courts and proceedings of the statements contained in the certificate. 86A—Minister may make corrections to register (1) The Minister may alter the register for the purposes of correcting a clerical error or an obvious defect in the register. (2) Subject to subsection (3), the Minister may, on application being made in writing to the Minister by a person or of the Minister's own motion, make such entries in the register as the Minister considers appropriate for the purposes of ensuring that the register accurately records the interests and rights existing in relation to a title. (3) Where the Minister proposes to make an entry in the register in accordance with subsection (2), the Minister shall cause to be published in the Gazette a notice— (a) setting out the terms of the entry that the Minister proposes to make in the register; and (b) inviting interested persons to give to the Minister, by such day as is specified in the notice, being a day not earlier than 45 days after the publication of the notice, submissions in writing relating to the making of the entry. (4) Where submissions are, in accordance with a notice under subsection (3), given to the Minister in relation to the proposed making of an entry in the register, the Minister shall— (a) take those submissions into account before making an entry in the register; and (b) after making an entry in the register, cause to be published in the Gazette a notice setting out the terms of the entry. 87—Appeals (1) The Supreme Court may on the application of a person aggrieved by— (a) the omission of an entry from the register; or (b) an entry made in the register without sufficient cause; or (c) an entry wrongly existing in the register; or (d) an error or defect in an entry in the register, make such order as it thinks fit directing the rectification of the register. (2) The Supreme Court may, in proceedings under this section, decide any question that it is necessary or expedient to decide in connection with the rectification of the register. (3) Notice of an application under this section shall be given to the Minister, who may appear and be heard and shall appear if so directed by the Supreme Court. (4) An office copy of an order made by the Supreme Court may be served on the Minister and the Minister shall, upon receipt of the order, rectify the register accordingly. 88—Minister not liable to certain actions Subject to section 87 neither the Minister, his delegate, nor a person acting under the direction or authority of the Minister or his delegate is liable to an action, suit or proceeding for or in respect of an act or matter bona fide done or omitted to be done in exercise or purported exercise of any power or authority conferred by this Division. 89—Offences A person who wilfully— (a) makes, causes to be made or concurs in making a false entry in the register; or (b) produces or tenders in evidence a document falsely purporting to be a copy of or extract from an entry in the register or of or from an instrument lodged with the Minister under this Division, is guilty of an offence. 90—Assessment of fee (1) The Minister may determine the amount of the fee payable under section 91 in respect of any memorandum. (2) A person dissatisfied with a determination of the Minister under subsection (1) may appeal to the Supreme Court against the determination. (3) Upon the hearing of the appeal, the Supreme Court may affirm, reverse or modify the determination of the Minister. 91—Registration fees (1) Subject to this section, there is payable to the Minister in respect of an entry in the register of a memorandum of the transfer of a title under section 77 a fee at the rate of 1.5 per cent of— (a) the value of the consideration for the transfer; or (b) the value of the title transferred, whichever is the greater, or, if the amount of that fee is less than the prescribed amount, a fee of the prescribed amount. (a) a fee imposed by this section, as in force at any time, in respect of an entry of approval of an instrument or dealing, being an instrument or dealing pursuant to which the transfer of a title is agreed to, has been paid; and (b) but for this subsection, the amount of the fee imposed by subsection (1) in respect of the entry of a memorandum of the transfer of the title, being a transfer executed for the purpose of giving effect to the instrument or dealing referred to in paragraph (a), would be greater than the prescribed amount, the amount of the fee imposed by subsection (1) in respect of the entry of the memorandum of the transfer is the prescribed amount. (a) the parties to a transfer of a title lodged for approval under section 77 satisfy the Minister that— (i) those parties are related corporations within the meaning of the Companies (South Australia) Code; and (ii) the transfer was executed solely for the purpose of a reorganisation of the corporations concerned or any of them or solely for the purpose of securing the better administration of the corporations concerned or any of them; and (iii) the transfer was not executed substantially for the purpose of avoiding or reducing the registration fees that would, but for this subsection, be payable under subsection (1) in respect of the entry of a memorandum of the transfer; and (b) but for this subsection, the amount of the fee imposed by subsection (1) in respect of the entry of the memorandum of the transfer of the title would be more than the prescribed amount, the amount of the fee imposed by subsection (1) in respect of the entry of the memorandum of the transfer is the prescribed amount. (4) Subject to this section, there is payable to the Minister in respect of an entry in the register of the approval of a dealing under section 80 a fee at the rate of 1.5 per cent of— (a) the value of the consideration for the dealing or, if the Minister approves the dealing in relation to another title or titles, an amount equal to the value of the consideration for the dealing divided by the number of titles in relation to which the dealing is approved; or (b) in a case where— (i) the entry of approval relates to an interest in a licence or pipeline licence; and (ii) the value of the interest is greater than the amount applicable under paragraph (a); and (iii) the dealing has an effect of the kind referred to in section 80(1)(a), (b) or (d); and (iv) the Minister is satisfied that the dealing was not made pursuant to another dealing or an instrument, being a dealing or instrument that relates to that title and in respect of an entry of approval of which a fee has been paid under this section as in force at any time, the value of the interest. (a) but for this subsection, the amount of the fee imposed by subsection (4) in relation to an entry of approval of a dealing would be less than the prescribed amount; or (b) an approval under section 80 is given in respect of a dealing that is a dealing to which that section applies by reason only that the dealing creates, varies or terminates a charge over some or all of the assets of a body corporate, the amount of the fee imposed by subsection (4) in respect of the entry of that approval is the prescribed amount. (a) the parties to a dealing lodged for approval under section 80 satisfy the Minister that— (i) those parties are related corporations within the meaning of the Companies (South Australia) Code; and (ii) the dealing was entered into solely for the purpose of a reorganisation of the corporations concerned or any of them or solely for the purpose of securing the better administration of the corporations concerned or any of them; and (iii) the dealing was not entered into substantially for the purpose of avoiding or reducing the registration fees that would, but for this subsection, be payable under subsection (4) in respect of the entry of approval of the dealing; and (b) but for this subsection, the amount of the fee imposed by subsection (4) in relation to the entry of approval of the dealing would be more than the prescribed amount, the amount of the fee imposed by subsection (4) in respect of the entry of approval of that dealing is the prescribed amount. (7) For the purposes of calculating the amount of the fee imposed by subsection (4) in respect of an entry of approval of a dealing, the value, as determined by the Minister, of any exploration works to be carried out pursuant to the dealing, being works that were, at the time when the application for approval of the dealing was lodged, required or permitted to be carried out by or under the relevant title, shall be deducted from the value of the consideration for the dealing or from the value of the interest in the relevant licence as the case requires. 92—Exemption from stamp duty Duty under the Stamp Duties Act 1923 shall not be chargeable— (a) on a permit, lease, licence, pipeline licence or access authority; or (b) on a transfer of a permit, lease, licence, pipeline licence or access authority to which section 77 applies; or (c) on any other instrument insofar as it relates to a legal or equitable interest in or affecting a permit, lease, licence, pipeline licence or access authority.