Western Australian Treasury Corporation (Debt Paper) Regulations 1986 (Western Australia)

These regulations set out the detailed mechanics by which the Western Australian Treasury Corporation (the Corporation) deals in, issues, records, transfers, redeems and otherwise administers debt paper (called stock in the regulations) under the Western Australian Treasury Corporation Act 1986. They do not amend the Act, rather they operationalise it by prescribing forms, registries, ledger rules, transfer and transmission procedures, interest payment methods, and special provisions for lost or defaced certificates. Key operational controls are: (a) how an offer to the public must be accompanied by a disclosure statement instead of a Corporations Act prospectus, with specified content (regulation 3(2)); (b) the establishment and maintenance of registries and stock ledgers, with prescribed entries and verification processes (regs 7, 8, 19); (c) the forms and limits for registration and transfer, including maximum joint holders, minimum and multiple registrable amounts and timing constraints surrounding interest and maturity (regs 9, 17, 20, 21); and (d) practical procedures for transmission on death or insolvency, for powers of attorney, and for replacement of defaced or lost stock certificates (regs 27-29, 34, 38-39).

The regulations allocate decision authority and operational discretion to the registrar and the Corporation. The registrar is empowered to set and approve forms, to require documentary proof and signature verification, to refuse registration within specified blackout periods and to mark, cancel or refuse dealings (regs 2(1) definition of registrar, 9(5), 21, 23). The Auditor General is expressly given an auditing role over ledger entries (reg 19(1)). The rules are framed to treat the person recorded in the stock ledger as the recognised owner for all purposes, with the Corporation and registrar entitled to rely on register entries (reg 13(1)-(2)). Where stock of other authorities is involved, the Corporation may, by agreement, undertake recording and registry functions for those issues, subject to Gazette notice of the change (reg 7).

CrestWestern Australia

Western Australian Treasury Corporation Act 1986

Western Australian Treasury Corporation (Debt Paper) Regulations 1986

Western Australia

Western Australian Treasury Corporation (Debt Paper) Regulations 1986

Contents

Part I — Preliminary

Citation and commencement 1
Interpretation and application 1

Part II — Exchange and issue of debt paper

Issues of debt paper to public 3
Applications for debt paper to be issued to public 4

Part III — Registration of inscribed stock and other registrable securities

Naming of debt paper issues 7
Registries 7
Stock ledgers 7
How stock may be registered 8
Change of registered particulars 10
Infants 11
Executors, etc. 11
Only persons whose names are recorded recognized as owners 11
Inspection of stock ledgers 12
Stock certificates and registered bonds 12
Registrable amounts 13
Correction of stock ledgers 13
Verification and audit 13

Part IV — Transfer and transmission of stock

Holder may transfer 15
Limitations on registration of transactions in stock 16
Marking of transfers 16
Time for registration of transfers 17
Transmissions 17
Transmissions on death 18
Transmissions other than by transfer 19

Part V — Interest, receipts, redemption and powers of attorney in relation to stock

Interest on stock 21
Cessation of interest on stock 22
Receipts 22
Repayment of principal 23
Powers of attorney 23

Part VII — Miscellaneous

Provision for defaced stock certificates, registered bonds, bearer securities or interest coupons 25
Provision for lost or destroyed stock certificates, registered bonds, bearer securities or interest coupons 25
Brokerage, etc. 26

Notes

Compilation table 27

Defined terms

Western Australia

Western Australian Treasury Corporation Act 1986

Western Australian Treasury Corporation (Debt Paper) Regulations 1986

Part I — Preliminary

1. Citation and commencement

(1) These regulations may be cited as the Western Australian Treasury Corporation (Debt Paper) Regulations 1986 1.

(2) These regulations, except for regulation 19(3), shall be deemed to have come into operation on 1 July 1986.

(3) Regulation 19(3) shall come into operation on the day on which these regulations are published in the Gazette 1.

2. Interpretation and application

(1) In these regulations, unless the contrary intention appears —

attorney means person appointed to be an attorney under regulation 34;

holder, in relation to inscribed stock, means person whose name is recorded as the holder of that stock in the stock ledger, and includes a reference to a holder in a joint account;

marking facility means marking facility established and conducted under section 10 of the Act;

registrar means registrar for the time being appointed as such under section 10 of the Act, and includes deputy registrar or agent appointed under that section to deal in debt paper;

registry means registry established and conducted under section 10 of the Act;

stock means any form of debt paper, by whatever name called, the transfer of which is, by direction of the Corporation, effected by inscription in the stock ledger;

stock certificate means stock certificate issued under regulation 16;

stock ledger means register maintained by the Corporation under these regulations, in which register are recorded particulars of the issue of stock and of the holders of stock;

the registrar, in relation to any debt paper, means the registrar in whose registry the particulars of that debt paper are to be, or are for the time being, recorded;

transfer means instrument of transfer and acceptance of the kind referred to in regulation 20(1);

transmission means transmission of inscribed stock in consequence of —

(a) the death, bankruptcy or insolvency of the holder; or

(b) any lawful means of transmission other than a transfer.

(2) In these regulations, a reference to a statement includes a reference to a matter that is not written but, by reason of the form or context in which it appears, conveys a message.

(3) Nothing in these regulations prevents the Corporation from making use of, or dealing in, any instrument evidencing indebtedness not provided for, or not sufficiently provided for, in these regulations.

[Regulation 2 amended: Gazette 10 Nov 1998 p. 6159‑60.]

Part II — Exchange and issue of debt paper

3. Issues of debt paper to public

(1) For the purpose of these regulations, an invitation or offer shall not be taken to be made to the public generally if it is made to persons —

(a) whose ordinary business is to buy or sell debt paper, whether as principal or agent; or

(b) who are existing holders of debt paper —

(i) issued under the Act; or

(ii) issued by an authority under any Act other than this Act.

(2) Notwithstanding that the provisions of the Corporations Act 2001 of the Commonwealth do not apply to the Corporation, the Corporation shall have regard thereto in relation to any dealings in debt paper, and when the Corporation offers debt paper to the public generally for subscription or purchase, or the public generally are invited to subscribe for or purchase debt paper, the Corporation shall in lieu of issuing a prospectus in the manner required of a corporation under the Corporations Act 2001 of the Commonwealth instead issue a statement setting out —

(a) the terms and conditions applicable to that offer or invitation in a manner which is not misleading in the form or context in which it is included;

(b) the name and loan number to be ascribed to the proposed issue;

(d) the rate of interest offered;

(e) the date of maturity, or the term of the loan;

(f) the amount intended to be raised or borrowed;

(g) the form of debt paper to be issued, and whether or not it is negotiable;

(h) if the debt paper is not to be negotiable, the manner of its registration and transfer; and

(i) the manner of application for subscription or purchase.

[Regulation 3 amended: Gazette 10 Nov 1998 p. 6160; 28 Sep 2001 p. 5357‑8.]

4. Applications for debt paper to be issued to public

(1) An application to subscribe for or purchase debt paper under an offer or invitation made by the Corporation shall be made in a form approved by the registrar, completed and signed by the applicant, and lodged —

(a) in the manner specified in that offer or invitation; or

(b) if no manner is specified in that offer or invitation, with the Corporation.

(2) The full amount of the subscription for or purchase price of the debt paper applied for under subregulation (1) shall be paid at the time of making that application, unless —

(a) the Corporation approves a payment by way of deposit; or

(b) payment is made of such amount and in such manner as is required by the offer or invitation made by the Corporation, but no debt paper shall be issued and no inscription of stock effected until the full amount of the subscription or purchase price has been received by the Corporation.

(3) The Corporation on receipt of a deposit referred to in subregulation (2)(a) shall issue a document that constitutes an acknowledgement of that deposit and, as soon as may be convenient after receipt of the full amount of the relevant subscription or purchase price, shall issue the required debt paper to the applicant or effect the inscription of the name of the applicant as to the required amount of stock, as the case requires.

(4) If payment of the full amount of the relevant subscription or purchase price is not made, the balance payable shall be paid in such manner as is required by the offer or invitation made by the Corporation, and, unless otherwise provided in that offer or invitation, if any such payment is not received, the Corporation, after giving 14 days’ notice in writing to the applicant and without prejudice to its right to recover unpaid amounts, may —

(a) decline to give effect to the application concerned;

(b) if the application concerned relates to a holding in respect of which part payment has been made, forfeit the right to the issue or inscription;

(c) issue debt paper to the applicant to the extent that the moneys which have been received represent debt paper on which the full amount of the subscription or purchase price has been paid;

(d) apply the moneys received, and any moneys received in respect of a re‑issue or re‑allocation, in so far as not expended in accordance with paragraph (c) —

(i) in payment of expenses incurred in respect of the application or re‑issue or re‑allocation; and

(ii) in satisfaction of any moneys due to the Corporation from the applicant or former holder in respect to any matter,

and repay the balance, if any, to the applicant or former holder; or

(e) re‑allocate debt paper, in respect of which the right of a person to its issue or inscription has been forfeited, to any other person,

or exercise any 2 or more of the powers referred to in paragraphs (a) to (e).

[(5) deleted]

(6) In the case of a joint account, an application to subscribe for or purchase any debt paper shall set out the names of the applicants in the order in which it is desired that they shall be registered.

[Regulation 4 amended: Gazette 10 Nov 1998 p. 6160.]

[5. Deleted: Gazette 10 Nov 1998 p. 6160.]

Part III — Registration of inscribed stock and other registrable securities

6. Naming of debt paper issues

The Corporation shall give directions concerning the form which debt paper is to take and shall ascribe a name and loan number to be used in reference to each of the respective issues thereof.

7. Registries

(1) When stock authorised to be guaranteed, or liable to be guaranteed, by the Treasurer of the State on behalf of the State is issued by an authority under any Act other than the Act, the Corporation, by agreement with that authority, may undertake the recording of that stock, and of the registration of the holders thereof and of dealings, including transfers, transmission and markings, relating thereto in lieu of the issue, recording or registration arrangements provided for in that Act, and may do so either separately or as an integral part of the operations of any registry, marking facility or agency established or conducted under section 10 of the Act.

(2) When the Corporation proposes to exercise a power conferred by subregulation (1) in relation to any Act, notice of the proposed new arrangements and of the date on which they are to come into operation shall be published by the Corporation in the Gazette.

8. Stock ledgers

(1) A stock ledger shall be established and maintained in accordance with a system approved by the Corporation.

(2) All stock issued shall be recorded at the registry by inscribing or otherwise entering particulars of the amount held, the full name and address of the holder, and such other matters as the Corporation may direct, in the stock ledger.

(3) The registrar shall maintain as part of the stock ledger transfers registers, in which shall be entered particulars of holders, transfers, transmissions, conversions, exchanges, discharges, redemptions, and other matters affecting the holding of stock.

(4) The registrar shall cause the stock ledger to be compared with the applications for stock, and with transfers and transmissions notified in so far as they relate to stock, and with such other information as is available affecting the issue of or dealing in stock to ensure that all transactions are duly and properly entered and recorded.

[Regulation 8 amended: Gazette 10 Nov 1998 p. 6160‑1.]

9. How stock may be registered

(1) No stock shall be registered in the names of more than 4 persons.

(2) A firm shall not be registered as such or by reference to a trading or business name, but shall be registered in the names of not more than 4 of the individual partners of the firm.

(3) Subject to subregulation (4), stock may be registered in the name of a company or other body corporate, but —

(a) the registrar may first require the company or other body corporate to lodge at the registry at which the stock is then recorded, or is proposed to be recorded, as the case requires, evidence that each document required to be executed in respect of the dealing by or on behalf of the company or other body corporate has been executed in a manner that is effectual in law and binds the company or other body corporate; and

(b) when a document has been executed by a company or other body corporate by the affixing of its seal in the presence of, and attested by, persons purporting to be the persons authorised so to do by the rules or articles of the company or other body corporate governing the mode of affixing that seal as furnished to the Corporation, the document shall, for the purposes of these regulations, be deemed to be duly executed by the company or other body corporate and the registrar shall not be bound to enquire into the authority of those persons in the affixing or attesting of that seal or into the authenticity of their signatures.

(4) Stock may be registered in the name of, or of a branch of —

(a) a friendly society, or credit union, or industrial union of employers, or industrial union of workers, or other industrial organization which the registrar is satisfied is registered under the law of any State or Territory or of the Commonwealth; or

(b) any organization or body incorporated under the law of any State or Territory or of the Commonwealth relating to the incorporation of associations,

but the registrar may require that he be furnished by that society, union, organization or body with a certificate in a form approved by the registrar containing the names and signatures of 2 or more persons who are appointed to sign any document relating to the relevant stock in the name of that society, union, organization or body.

(5) The registrar may, before effecting the registration of any dealing —

(a) require to be satisfied of the authenticity of any document or purported appointment to sign a document;

(b) require a document to be under seal;

(d) give notice of the dealing to any person and decline to register the dealing until a reply satisfactory to the registrar is received.

(6) A person who seeks to be registered in relation to any stock may be required by the registrar to lodge at the registry a specimen of his signature verified in a manner approved by the registrar, but, if any such person is unable to sign his name, documents required for the purpose of these regulations may be executed by him and attested in a manner approved by the registrar.

(7) When the registrar is satisfied with any documents produced for the purposes of these regulations, and those documents, or copies of those documents, are retained by the registrar or included in his signature register, the registrar shall not thereafter require those documents to be produced in respect of subsequent dealings.

(8) If from any cause any authority given for the purposes of these regulations —

(a) to an authorised person is substituted in favour of another person; or

(b) to any specified person is cancelled or withdrawn,

notification of that substitution, cancellation or withdrawal shall be given to the registrar in like manner to the giving of an authorisation, and neither the Corporation nor the registrar shall be under any liability in respect of a record or dealing which is, or purports to be authorised.

[Regulation 9 amended: Gazette 10 Nov 1998 p. 6161.]

10. Change of registered particulars

(1) An application to change the name, address or other registered particulars of a person shall, on the occurrence of that change, be forthwith made in writing by him to the registrar, and, subject to subregulation (2), on the application being approved by the registrar that change shall be recorded in the stock ledger.

(2) If an application to change the particulars registered in relation to a person is received at the registry less than 7 days before a payment of interest is due, the registrar may decline to record the change specified in that application until after payment of that interest.

[Regulation 10 amended: Gazette 10 Nov 1998 p. 6161.]

11. Infants

(1) Stock may be registered solely in the name of a minor, and a minor may transfer stock, but, if the minor has not attained the age of 14 years, the stock shall not be transferred without the consent of the parent or guardian of the minor.

[(2) deleted]

(3) Stock may be registered in the name of a minor jointly with one or more adult persons, but shall not, without the order of a Judge of the Supreme Court of a State or Territory, be transferred until the coming of age or decease of the minor.

(4) When stock is registered in the name of a minor jointly with one or more other persons, the principal may —

(a) if the minor has attained the age of 14 years, be paid to the minor; or

(b) if the minor has not attained the age of 14 years, be paid to the parent or guardian of the minor,

jointly with the other person or persons in whose name or names the stock is registered.

[Regulation 11 amended: Gazette 10 Nov 1998 p. 6161.]

12. Executors, etc.

Executors, administrators and trustees shall not be registered as such, but shall be registered in their individual names without reference to any executorship, administratorship or trusteeship.

13. Only persons whose names are recorded recognized as owners

(1) The Corporation and the registrar shall, for all purposes, be entitled to regard the persons whose names are recorded as the holders registered in the stock ledger as the true and absolute owners of the stock in relation to which those names are so recorded.

(2) All receipts, discharges, releases and other documents whatsoever executed by persons referred to in subregulation (1) in relation to stock, or any interest therein or thereon, shall be deemed for all purposes and against all persons to be documents duly executed by the persons entitled to the stock, as the case requires.

[Regulation 13 amended: Gazette 10 Nov 1998 p. 6162.]

[14. Deleted: Gazette 10 Nov 1998 p. 6162.]

15. Inspection of stock ledgers

(1) A holder, or his attorney or agent duly authorised to the satisfaction of the registrar, may obtain from the registrar a certified copy of, or extract from, the stock ledger relating to his holding.

(2) A holder or joint holder of stock shall be at liberty, at all reasonable times and on reasonable application, to inspect his account of stock in a stock ledger.

[Regulation 15 amended: Gazette 10 Nov 1998 p. 6162.]

16. Stock certificates and registered bonds

(1) At the written request of a person who is the holder of inscribed stock, the registrar shall issue a stock certificate in a form approved by the registrar concerning the holding of that person in the inscribed stock and setting out the amount of the inscribed stock registered in his name on the date specified in that request.

(2) The registrar shall deliver a stock certificate only to the person whose name is registered as that of the holder of the inscribed stock in respect of which the stock certificate is to be issued, or to his attorney, or to a person authorised in writing by that holder to take delivery of the stock certificate.

(3) The want of a stock certificate shall not prevent the holder of inscribed stock from disposing of his holding.

[Regulation 16 amended: Gazette 10 Nov 1998 p. 6162; 6 Jun 2003 p. 2026.]

17. Registrable amounts

(1) Stock shall be registered or remain registered only in amounts of $100 or some multiple of $100, and stock certificates shall be issued and dealt with accordingly.

(2) Except with the consent of the registrar, stock having a value that is not an integer multiple of $100 or which is less than $100 shall not be transferable.

[Regulation 17 amended: Gazette 10 Nov 1998 p. 6162.]

18. Correction of stock ledgers

On receipt of a request in writing from a holder so to do, the registrar may amend the stock ledger if he is satisfied that any information relating to stock has been recorded incorrectly owing to a mistake in any document or for any other reason, but, if the registrar so requires, the holder shall furnish a statutory declaration of the circumstances to support the request to amend the stock ledger.

[Regulation 18 amended: Gazette 10 Nov 1998 p. 6162.]

19. Verification and audit

(1) All practicable precautions shall be taken by the registrar to guard against fraud or improper transactions, and every entry in the stock ledger shall be verified or approved by the registrar, or such officer or agent as the Corporation may from time to time appoint, and shall be audited by an officer appointed for that purpose by the Auditor General.

(2) A person, other than the officer or officers appointed by the Auditor General to audit transactions and the registrar and officers or agents of the Corporation immediately engaged on business relating to stock and approved by the registrar, shall not have access to any books, forms or other records except in so far as may be authorised under these regulations.

(3) Officers or agents appointed or approved within the meaning of subregulation (2) for the purpose of these regulations shall not divulge any information coming to their knowledge by reason of or in the course of their duties under these regulations, except as may be necessary for the conduct of their duties or as required by law.

Penalty: $2 500.

[Regulation 19 amended: Gazette 10 Nov 1998 p. 6163.]

Part IV — Transfer and transmission of stock

20. Holder may transfer

(1) The person whose name is registered in the stock ledger as the holder of stock may dispose of and transfer that stock in a manner provided by these regulations, and not otherwise, by means of an instrument of transfer and acceptance in a form substantially complying with the form approved by the registrar, copies of which may be obtained from the registrar, and registered in accordance with these regulations.

(2) To have effect, a transfer to effect a change of holder shall be executed by each of the parties to that transfer, whether making or accepting that transfer, in person or by his attorney and the signatures to the transfer shall be verified in a manner approved by the registrar.

(3) The registrar shall give effect to an instrument of transfer and acceptance referred to in subregulation (1) duly executed by —

(a) cancelling the registration recorded in the stock ledger in the name of the transferor; and

(b) registering the stock in the stock ledger in the name of the transferee.

[(4) deleted]

(5) Except in relation to the first payment of interest, when under the conditions of the issue the Corporation has provided that payment shall be made to the person in whose name the stock was originally registered, every transfer shall pass the right to all interest becoming due and payable after the date of registration thereof, so that the Corporation shall not be under any necessity to apportion any such interest as between the transferor and the transferee.

(6) Every transfer shall be lodged on a transfer day.

(7) In subregulation (6) —

transfer day means Monday, Tuesday, Wednesday, Thursday or Friday on which the registry is not closed by reason of that day being a public holiday under the law of a State, a Territory or of the Commonwealth.

[Regulation 20 amended: Gazette 10 Nov 1998 p. 6163.]

21. Limitations on registration of transactions in stock

A transaction shall not, without the consent of the registrar, be registered or dealt with within the period of —

(a) 7 days prior to the date on which interest is due; or

(b) 7 days prior to the date of maturity concerned,

and the stock ledger shall be deemed to be closed during that period.

[Regulation 21 amended: Gazette 10 Nov 1998 p. 6163.]

[22. Deleted: Gazette 10 Nov 1998 p. 6163.]

23. Marking of transfers

(1) Subject to subregulation (2), the owner of any stock, or his attorney or his agent duly authorised, may, by means of a form approved by the registrar and lodged at the registry, request the registrar to mark a transfer which has been properly executed by the holder as transferor with the words “Stock held against this transfer for $ (insert amount) for a period of (insert period, not being longer than 3 months) from and including (insert date)” (or words substantially similar thereto), and when a transfer is so marked the registrar may refuse to give effect to any dealing to which the transfer relates during the period marked on the transfer, from and including the date of marking, in respect of the amount represented by the stock so marked, except in completion of the marked transfer.

(2) Nothing in subregulation (1) prevents the holder from surrendering to the registrar a transfer marked under that subregulation for cancellation within the period so marked if that form of transfer has not been executed by a transferee.

(3) Notwithstanding that a transfer marked under subregulation (1) has been executed by a transferee, that transfer and that marking may be cancelled by the registrar with the consent of both the transferor and the transferee and the registrar may thereupon give effect to any other dealing to which the marked transfer related.

[Regulation 23 amended: Gazette 10 Nov 1998 p. 6163.]

24. Time for registration of transfers

(1) A transfer may be registered at any time within 3 calendar months after the time the registrar has marked it under regulation 23, notwithstanding that the transferor after executing the transfer has died or become bankrupt or insolvent.

(2) After the expiry of the period of 3 calendar months referred to in subregulation (1), the registrar shall refuse to register the transfer concerned if he has had notice of the death, bankruptcy or insolvency of the transferor.

[25, 26. Deleted: Gazette 10 Nov 1998 p. 6164.]

27. Transmissions

(1) A person to whom stock is transmitted may apply to the registrar to be registered as the holder of the stock, but the registrar may require that the application be made by way of a mandate for transmission in a form approved by the registrar.

(2) The registrar shall, if he is satisfied that the requirements of these regulations have been complied with, register the transmission referred to in subregulation (1) by entering a record of it in the stock ledger and inscribing or otherwise entering the name of the person to whom the stock concerned has been transmitted in that stock ledger as the holder of that stock.

(3) A person shall not have any claim against the Corporation or the Government in respect of any transmission effected under this regulation, but nothing in this regulation relieves the person to whom the relevant stock is transmitted from any liability to account for or deal with that stock in accordance with law.

(4) A statutory declaration produced to and accepted by a registrar under these regulations is a valid discharge to him and to the Corporation against the claims of any other person whomsoever in relation to a transmission the registration of which was thereby effected.

[Regulation 27 amended: Gazette 10 Nov 1998 p. 6164.]

28. Transmissions on death

(1) The executor, administrator or trustee of the estate of a deceased holder (not being one of several joint holders) shall be the only person recognized by the Corporation as having any title to or interest in stock registered in the name of the deceased holder.

(2) When one of the holders in a joint account dies, the survivor or survivors in the joint account shall be the only person or persons recognized by the Corporation as having any title to or interest in stock to which the joint account relates.

(3) On the furnishing of satisfactory proof of the death of a joint holder in a joint account, and on receipt by the registrar of an application in writing from the survivor or survivors in the joint account, the stock concerned shall be registered in the name of the survivor or survivors.

(4) A person is not required to reseal in the State any probate of a will or letters of administration of an estate in order that a transmission may be registered under these regulations if, in respect of stock to which the estate relates, probate of a will or letters of administration of the estate is or are produced to the registrar, together with such further information as the registrar may require.

(5) Unless the registrar otherwise requires, in the case of a transmission consequent on death when neither the probate of the will nor the letters of administration are produced to that registrar, then —

(a) in the case of transmission to a survivor or the survivors of a joint owner; or

(b) in a case in which the face value of the stock to be transmitted does not exceed $20 000,

a certificate of death of the person who has died, accompanied by a statutory declaration or other evidence satisfactory to that registrar identifying the person named in that certificate of death with the person who is shown as the registered holder, setting out the reasons why probate or letters of administration are not produced and declaring that the face value of the stock transmitted will be dealt with according to law, may be produced to and accepted by that registrar instead of the probate of the will or the letters of administration.

[Regulation 28 amended: Gazette 10 Nov 1998 p. 6164.]

29. Transmissions other than by transfer

(1) When stock is to be transferred by transmission in consequence of the death or bankruptcy or insolvency of the registered holder or for any other lawful reason, otherwise than by a transfer, the person to whom the stock is to be transmitted, or his attorney or his duly authorised agent, may, in a form substantially complying with the form approved by the registrar, copies of which may be obtained from the registrar, apply to the registrar to be registered as the holder.

(2) An application for transmission shall, if the registrar so requires, be supported by a statutory declaration or other evidence satisfactory to the registrar verifying the contents of that application.

(3) The registrar may require the signature of a person who claims a transmission by virtue of his appointment as executor, administrator or trustee to be verified to the satisfaction of the registrar.

(4) The probate of the will or letters of administration of the relevant estate or an office copy of the relevant adjudication or order of sequestration or vesting order, as the case requires, or any other document that authorises transmission under this regulation, shall be produced to the registrar, if he so requires.

(5) The registrar may require any document produced under this regulation to be left at the registry at least 2 clear days before the transaction to which it relates is to be dealt with under these regulations, and shall enter or cause to be entered particulars of that document in the register.

(6) If the registrar is satisfied that stock is registered in the name of a person whose property is required by law to be placed in the hands of the Public Trustee, or of an officer holding a corresponding position in any other State or any Territory or the Commonwealth or of any other officer charged with the duty of administering estates of deceased persons or missing persons or persons under legal disability (other than bankruptcy or insolvency), the registrar may authorise transmission to the name of the Public Trustee, the officer holding a corresponding position or that other officer, but before doing so the registrar may require a sufficient indemnity from the Public Trustee, the officer holding a corresponding position or that other officer.

[Regulation 29 amended: Gazette 10 Nov 1998 p. 6164‑5.]

Part V — Interest, receipts, redemption and powers of attorney in relation to stock

30. Interest on stock

(1) Subject to this regulation, interest on stock shall be paid —

(a) in the manner set out in the offer or invitation under which the stock was issued; or

(b) by a cheque payable to the order of the holder and crossed “Not negotiable” sent by ordinary prepaid letter through the post, addressed to —

(i) the holder; or

(ii) the holder whose name in a joint account is first inscribed in the stock ledger,

as the case requires, at his address as last notified to the registrar before the register closed.

(2) At the risk of the holder, payment of interest may be made into an account in a bank within the Commonwealth, whether that account is in the name of the holder or of some other person or body.

(3) For the purposes of subregulation (2) —

(a) a holder who desires interest on any stock held by him to be paid to the credit of a bank account shall make application in a manner approved by the registrar; and

(b) an application for payment into a bank account shall be lodged at the registry at least 7 days before the relevant interest is due and the instructions therein shall remain in force although the stock to which that application relates may have been added to or partly transferred.

(4) During any period for which the stock ledger is deemed to be closed, the Corporation shall cause the amount represented by the stock respectively standing to the credit of the several registered holders thereof to be ascertained and the balances to be struck and carried forward in the register, and the persons who on the day the register is so closed are recorded as holders shall be entitled to receive the interest next payable on that stock.

(5) Interest may be paid in a manner approved by the registrar and not otherwise provided for in these regulations, or, on an application being made by the holder in a manner approved by the registrar, to some person therein nominated by the holder.

(6) Interest on any stock held in the name of a minor or a person of unsound mind, jointly with others not under legal disability, may be paid as directed by the holders other than the holder under a legal disability, and without the concurrence of the minor or person of unsound mind, on sufficient proof of legal disability being lodged with the registrar.

(7) If, under the conditions of the relevant issue, the Corporation has provided that the first payment of interest on any stock shall be made to the person in whose name the stock was registered originally, then that person shall for the purpose of the first payment of interest be deemed to be the holder under this regulation.

[Regulation 30 amended: Gazette 10 Nov 1998 p. 6165.]

31. Cessation of interest on stock

Interest on stock shall cease on the date of maturity of that stock.

[Regulation 31 amended: Gazette 10 Nov 1998 p. 6165.]

32. Receipts

(1) The receipt of —

(a) a person who is the registered holder or one of the registered holders; or

(b) the attorney of or an agent duly authorised by, such a person,

shall be a sufficient discharge of the Corporation for any interest payable in respect of any stock, or any document relating thereto, and the Corporation shall not be bound to see to the application of the money paid on that receipt.

(2) If stock is held in joint names and one or more of the registered holders dies or die, or becomes or become bankrupt, insolvent or otherwise legally incapable, the receipt of any one of the other joint holders or survivors, or of his attorney or an agent duly authorised, shall be a sufficient discharge of the Corporation for any interest payable in respect of the stock or any document relating thereto, notwithstanding that a transmission has not been registered under Part IV.

(3) When stock is redeemed, subject to any requirement of the registrar made in relation to a discharge to be given by joint holders, the receipt of any one of the persons in whose names the stock is held shall be a sufficient discharge of the Corporation.

[Regulation 32 amended: Gazette 10 Nov 1998 p. 6166.]

33. Repayment of principal

(1) Stock shall be redeemable by payment in accordance with the offer or invitation under which the issue concerned was made.

(2) Holders may, by agreement with the registrar, arrange for repayment, when due, of the principal sum into a bank account.

[Regulation 33 amended: Gazette 10 Nov 1998 p. 6166.]

34. Powers of attorney

(1) A person may by power of attorney in a form approved by the registrar appoint some other person to be his attorney for any purpose in relation to his title to or interest in any stock (including an application for conversion or to receive interest or repayments of principal or redemption moneys), but if that power purports to confer authority to deal on behalf of persons holding jointly it must be executed by all those holders.

(2) If the registrar is satisfied that a power of attorney referred to in subregulation (1) has been properly executed and attested and that the signatures thereto are genuine, and is of the opinion that it contains a power appropriate to the purpose, the registrar may act on the authority contained therein for the purpose of these regulations.

(3) The registrar may require a power of attorney to be left at the registry at least 2 clear days before it is to be acted on.

(4) Particulars of every power of attorney left at the registry for notation shall be entered by the registrar in a register.

(5) A power of attorney shall be valid and effectual for all purposes therein mentioned until notice of its revocation or of the death, bankruptcy, insolvency or unsoundness of mind of the donor of that power has been received by the registrar.

[Regulation 34 amended: Gazette 10 Nov 1998 p. 6166.]

[Part VI (r. 35‑37) deleted: Gazette 10 Nov 1998 p. 6166.]

Part VII — Miscellaneous

38. Provision for defaced stock certificates, registered bonds, bearer securities or interest coupons

If a stock certificate is defaced in any manner —

(a) the registrar may cancel the same and cause a new stock certificate to be issued in lieu; and

(b) the new stock certificate issued under this regulation shall have the same effect and be in all respects subject to the same provisions and refer to the same date, principal sum and amount or rate of interest (as the case requires) as the stock certificate cancelled under this regulation.

[Regulation 38 amended: Gazette 10 Nov 1998 p. 6166.]

39. Provision for lost or destroyed stock certificates, registered bonds, bearer securities or interest coupons

(1) If the registrar is satisfied that any stock certificate of a number and sum specified by the claimant has been lost or destroyed, the registrar may cause a new stock certificate to be issued.

(2) A stock certificate issued under subregulation (1) shall be —

(a) annotated as having been issued in lieu of;

(b) have the like currency or effect as; and

the lost or destroyed stock certificate.

(3) The registrar may require the claimant to —

(a) undertake to return to the Corporation any document that has been lost and is found after the issue of a replacement under this regulation; and

(b) give such security to the Corporation as the registrar considers sufficient to indemnify the Corporation against double payment.

[Regulation 39 amended: Gazette 10 Nov 1998 p. 6166.]

40. Brokerage, etc.

The Corporation may pay moneys by way of commission, brokerage or otherwise for the making, procuring, negotiating, obtaining, or raising of any moneys received by the Corporation under these regulations, or in respect of any placement or dealings relating thereto.

[41. Omitted under the Reprints Act 1984 s. 7(4)(f).]

Notes

1 This is a compilation of the Western Australian Treasury Corporation (Debt Paper) Regulations 1986 and includes the amendments made by the other written laws referred to in the following table. The table also contains information about any reprint.

Compilation table

Citation	Gazettal	Commencement
Western Australian Treasury Corporation (Debt Paper) Regulations 1986	4 Aug 1986 p. 2795‑814	regs other than r. 19(3): 1 Jul 1986 (see r. 1(2)); r. 19(3): 4 Aug 1986 (see r. 1(3))
Western Australian Treasury Corporation (Debt Paper) Amendment Regulations 1998	10 Nov 1998 p. 6159‑66	10 Nov 1998 (see r. 2 and Gazette 10 Nov 1998 p. 6149)
Corporations (Consequential Amendments) Regulations 2001 Pt. 8	28 Sep 2001 p. 5353‑8	15 Jul 2001 (see r. 2 and Cwlth Gazette 13 Jul 2001 No. S285)
Corporations (Consequential Amendments) (FSR) Regulations 2003 Pt. 7	6 Jun 2003 p. 2023‑6	11 Mar 2002 (see r. 2 and Cwlth Gazette 24 Oct 2001 No. GN42)
*Reprint 1: The Western Australian Treasury Corporation (Debt Paper) Regulations 1986* as at 2 Apr 2004** (includes amendments listed above)

Defined terms

[This is a list of terms defined and the provisions where they are defined. The list is not part of the law.]

Defined term Provision(s)

attorney 2(1)

holder 2(1)

marking facility 2(1)

registrar 2(1)

registry 2(1)

stock 2(1)

stock certificate 2(1)

stock ledger 2(1)

the registrar 2(1)

transfer 2(1)

transfer day 20(7)

transmission 2(1)

Western Australia

Western Australian Treasury Corporation Act 1986

Western Australian Treasury Corporation (Debt Paper) Regulations 1986

Western Australia

Western Australian Treasury Corporation (Debt Paper) Regulations 1986

Contents

Part I — Preliminary

Citation and commencement 1
Interpretation and application 1

Part II — Exchange and issue of debt paper

Issues of debt paper to public 3
Applications for debt paper to be issued to public 4

Part III — Registration of inscribed stock and other registrable securities

Naming of debt paper issues 7
Registries 7
Stock ledgers 7
How stock may be registered 8
Change of registered particulars 10
Infants 11
Executors, etc. 11
Only persons whose names are recorded recognized as owners 11
Inspection of stock ledgers 12
Stock certificates and registered bonds 12
Registrable amounts 13
Correction of stock ledgers 13
Verification and audit 13

Part IV — Transfer and transmission of stock

Holder may transfer 15
Limitations on registration of transactions in stock 16
Marking of transfers 16
Time for registration of transfers 17
Transmissions 17
Transmissions on death 18
Transmissions other than by transfer 19

Part V — Interest, receipts, redemption and powers of attorney in relation to stock

Interest on stock 21
Cessation of interest on stock 22

The regulations define a small set of concepts that determine how debt paper is to be dealt with and by whom. “Stock” is the working label for any form of debt paper whose transfer is effected by inscription in the stock ledger (regulation 2(1)). The “registrar” and “registry” are the operational agents authorised under section 10 of the Act, responsible for keeping the stock ledger and for executing inscriptions, transfers and markings (regulation 2(1), regs 7-8). A “marking facility” is referenced as a facility established under section 10 of the Act and is used procedurally in marking transfers (regulation 2(1), reg 23). “Transfer” and “transmission” have discrete meanings: transfer refers to voluntary transactions executed by transfer instrument and acceptance (regulation 2(1), reg 20), while transmission denotes passive change of holder by death, bankruptcy or other lawful operation (regulation 2(1), regs 27-29).

The regulations require stock to be recorded in a “stock ledger” and set out required ledger content: amount held, full name and address of holder and other particulars the Corporation directs, plus separate transfer registers (regulation 8(1)-(3)). The ledger is a working title record; the Corporation and registrar are entitled to regard the ledger entries as the true and absolute ownership record for all purposes (regulation 13(1)).

Form and process govern actionable events. Issuance to the public is conditioned on a prescribed statement replacing a Corporations Act prospectus, containing specified items such as terms and conditions, loan number, price or pricing method, interest rate, maturity date or term, amount to be raised, negotiability and application procedure (regulation 3(2)). Applications must be in a registrar‑approved form and full payment is required before inscription unless deposit arrangements are approved (regulation 4(1)-(3)). Transfers must comply with registrar‑approved transfer forms and signature verification requirements, and transfers are to be lodged on defined transfer days (regulation 20).

Temporal blackout rules are a central control: the registrar may not register transactions within seven days of an interest payment or maturity date (regulation 21). Marking a transfer can reserve stock against other dealings for up to three months (regulation 23). Registration amounts are constrained to units of $100 or multiples, with exceptions only by registrar consent (regulation 17). Joint holdings are limited to four persons (regulation 9(1)) and firms must be registered in the names of up to four partners, not by trading name (regulation 9(2)).

Accountability and confidentiality are embedded: every ledger entry must be verified and is subject to audit by an officer appointed by the Auditor General (regulation 19(1)). Access to records is restricted except as permitted under the regulations, and officers or agents are prohibited from divulging information except as necessary for duties or as required by law, breach attracting a penalty of $2,500 (regulation 19(2)-(3)).

The regulations create obligations and rights that fall on several discrete groups, with clear allocation of costs and decision authority. Primary actors are the Corporation, the registrar and registry staff, and holders of debt paper. The Corporation sets directions on the form of debt paper and may extend registry services to other State authorities by agreement (regs 6, 7). The registrar, appointed under section 10 of the Act and defined in reg 2(1), is the operational decision maker with power to approve forms, require evidence, verify signatures, mark or refuse registrations, and maintain the stock ledger (regs 2(1), 8, 9, 19, 23).

Holders of stock, including joint holders, minors, corporations, friendly societies and other institutional holders, are directly affected by registration, transfer, transmission and payment rules. The regulations limit joint registration to four persons (reg 9(1)), permit minors to be registered and to receive payments with parental consent in certain circumstances (reg 11), and allow companies and incorporated bodies to be registered subject to documentary proof or signature registers (reg 9(3)-(4)). Executors, administrators and trustees must be registered in their own names, not by reference to office (reg 12). The Corporations Act is not binding on the Corporation, but the Corporation must have regard to it when making public offers and must issue a replacement statement with identified content (reg 3(2)).

Intermediary service providers and market participants are also affected. Persons whose ordinary business is buying or selling debt paper are excluded from “offer to the public” treatment (reg 3(1)(a)), which affects how offers are publicised and the disclosure required. Brokers and agents may be paid commissions by the Corporation for placing or procuring moneys under these regulations (reg 40). Banks and payment service providers are implicated by interest payment provisions that permit payment into Commonwealth bank accounts at the holder’s risk, requiring application lodged seven days prior to payment (reg 30).

Public officials and officers are affected by audit and confidentiality rules. The Auditor General is explicitly given auditing responsibilities for ledger verification (reg 19(1)). Officers or agents approved by the registrar have restricted access to records and are under a statutory obligation of confidentiality, with a monetary penalty specified for unlawful disclosure (reg 19(2)-(3)).

Third parties who interact by inheritance, insolvency or legal process are secondarily affected. Transmission rules require probate, letters of administration, or in limited cases a death certificate and statutory declaration for small values to effect transfer without resealing in the State (reg 28). The registrar may require indemnities before transmitting stock to the Public Trustee or corresponding officers of other jurisdictions (reg 29(6)).

Overall, costs and burdens fall primarily on registrants and applicants who must comply with formalities, provide documentary evidence and meet timing constraints, and on the registrar and Corporation which must maintain ledgers, verify entries, and operate within the audit and confidentiality framework.

The regulations allocate specific duties to the Corporation and the registrar and confer rights and practical protections to holders.

Duties of the Corporation and registrar

Issue requirements and disclosure: The Corporation must, when offering to the public, produce a statement in place of a Corporations Act prospectus specifying terms, loan number, pricing method, interest rate, maturity, amounts, negotiability, registration and application method (regulation 3(2)). This is a duty of disclosure in a prescribed form and content.
Maintain stock ledgers and registries: The registrar must establish and maintain a stock ledger under a system approved by the Corporation, record all issues and transfers, maintain transfer registers and reconcile ledger entries with applications and notified dealings (regulation 8(1)-(4)).
Verification and audit: The registrar must verify or approve every ledger entry and the Auditor General shall audit those entries (regulation 19(1)). The registrar must take “all practicable precautions” against fraud or improper transactions (regulation 19(1)).
Control and discretion: The registrar may require documentary proof of authority for companies, bodies or appointed signatories, demand specimen signatures, require documents to be under seal, give notice of dealings and refuse registration until satisfactory replies are received (regulation 9(3)-(5)). The registrar may also require documents to be left at registry at least 2 clear days before transactions in certain cases (regulation 29(5), 34(3)).
Refusal and blackout powers: The registrar may refuse to register transactions within seven days prior to interest payment or maturity, effectively closing the ledger for that period (regulation 21). The registrar can refuse to register marked transfers until completion, and cancel or vary markings with mutual consent (regulation 23).

Rights and legal effects for holders

Recognition of title: The Corporation and registrar are entitled to treat persons recorded in the stock ledger as the true and absolute owners for all purposes (regulation 13(1)). Receipts, discharges and releases executed by registered holders are effective as against all persons (regulation 13(2)).
Transfer and disposition: Registered holders may transfer stock using registrar‑approved transfer and acceptance instruments, subject to signature verification (regulation 20). Transfers generally pass interest accruing after registration, subject to first‑interest exceptions specified in issue conditions (regulation 20(5)).
Inspection and certificates: Holders, their attorneys or authorised agents may obtain certified copies or extracts of their account and may inspect their stock ledger entries at reasonable times (regulation 15). The registrar must issue a stock certificate on written request (regulation 16(1)-(2)); absence of a certificate does not prevent disposal (regulation 16(3)).
Interest and payment directions: Interest is payable in the manner set out in the offer or by cheque to the holder, and may, at the holder’s risk, be paid into a bank account if an application is lodged at least seven days before payment (regulation 30).
Transmission procedures and protections: Persons to whom stock transmits by death, bankruptcy or other lawful means may apply for registration, subject to the registrar’s documentary requirements (regs 27-29). There are streamlined rules for small value transmissions or joint survivor cases where probate need not be resealed (regulation 28(4)-(5)).

Limitations and constraints

Registrability limits: Stock must be registered in amounts of $100 or its multiples and cannot be transferred if the amount is not an integer multiple of $100 without registrar consent (regulation 17).
Joint holding constraints: No more than four persons may be registered as joint holders (regulation 9(1)), and firm registration must be in the names of individual partners (regulation 9(2)).
Time constraints: Transfers must be lodged on transfer days and are subject to a three month registration window for marked transfers, after which the registrar will refuse registration if the transferor has died, become bankrupt or insolvent (regs 20(6), 24).

In short, the regulations create a register‑centric framework in which the registrar and Corporation hold significant operational and adjudicative powers, holders gain formal rights through inscription, and strict formalities and timing controls shape the cost of and access to those rights.

The regulations create a compliance and enforcement architecture that is largely administrative, not criminal, with limited monetary penalties expressly set out. Enforcement mechanisms are integrated into registrar powers and the audit role.

Express penalty

Confidentiality breach: The only monetary penalty expressly specified in the text provided is for unauthorised disclosure by officers or agents. Regulation 19(3) states that officers or agents appointed or approved for the purposes of these regulations shall not divulge information obtained in the course of duties, except as necessary for duties or as required by law, and attaches a penalty of $2,500 to breaches of that prohibition. The regime therefore places a direct financial sanction on improper disclosure by those with registry access.

Administrative enforcement powers

Registrar's discretionary powers: The registrar can refuse to register dealings, require documentary proof, demand that instruments be under seal, delay registration until satisfactory replies are received, and refuse to register transfers within blackout windows (regulation 9(5), regulation 21). These are enforcement levers that control transactions without recourse to criminal sanctions.
Refusal to register after notice: If an applicant does not complete payments after notice, the Corporation may decline to give effect to the application, forfeit rights, issue stock proportionate to payments made, apply monies to expenses or debts and re‑allocate debt paper (regulation 4(4)). Those powers allow the Corporation to enforce payment obligations contractually and administratively.
Cancellation and marking: The registrar may cancel marks, mark transfers to reserve stock for a period up to three months and refuse other dealings in respect of marked amounts except to complete the marked transfer (regulation 23). These operational steps protect intended transferees and give the registrar a mechanism to control competing dealings.
Replacement and indemnity requirements: For lost certificates or for transmission to public trustees or corresponding officers of other jurisdictions, the registrar may require indemnities or security to protect the Corporation against double payment (regulation 39(3), regulation 29(6)). Those requirements are risk‑management enforcement tools.

Audit and oversight

Auditor General audit: Regulation 19(1) requires that every ledger entry be verified or approved by the registrar or a designated officer and be audited by an officer appointed by the Auditor General. This establishes public sector oversight and a mechanism to detect and deter irregularities.
Access restrictions: Regulation 19(2) restricts access to books, forms and records to authorised personnel, reducing leakage risk and providing an administrative control. Combined with the confidentiality penalty, it creates a deterrent against unauthorised information flows.

Remedies and private law

Reliance on register entries: Regulation 13(1) gives the Corporation and registrar the right to regard the registered holder as the true owner, and regulation 13(2) deems receipts and releases executed by registered holders to be effective against all persons. That legal effect reduces the Corporation’s exposure to claims from unregistered equitable interests, while leaving potential remedies for aggrieved parties outside the scope of these regulations.

There are no criminal offences or long schedule of fines in the regulations beyond the confidentiality penalty. Most enforcement is by refusal, administrative conditions, cancellation, indemnity and the disapplying effect of register recognition. The audit by the Auditor General is the principal external public sector control.

The regulations sit within a broader legal environment and expressly reference the Corporations Act 2001 and other statutory mechanisms. The text supplies explicit interaction points and delegation pathways.

Corporations Act 2001

Prospectus replacement and regard: Regulation 3(2) states that notwithstanding the Corporations Act 2001 does not apply to the Corporation, the Corporation must have regard to it in relation to debt paper dealings and, when offering debt paper to the public generally, issue a statement in lieu of a Corporations Act prospectus that sets out specified content. The regulations therefore import the substance of disclosure obligations while leaving the form of compliance to a prescribed statement. This creates a tailored hybrid disclosure regime where the Corporation uses corporate prospectus principles as a guide but implements them via a bespoke statement.

Western Australian Treasury Corporation Act 1986

Enabling Act linkage: The regulations implement administrative detail under the Act. They repeatedly reference powers and offices established by section 10 of the Act (definitions of registrar, registry, marking facility) and operate as subordinate instruments under that Act (see title and definitions). Direction rights to ascribe names and loan numbers and to set the form of debt paper flow from the Corporation’s powers under the Act (regulation 6).

Other State or Commonwealth Acts and authorities

Recording on behalf of other authorities: Regulation 7(1) permits the Corporation, by agreement with another authority, to record stock issued by that authority and to undertake registration and dealings in lieu of arrangements in that Act governing the authority. A notice of proposed arrangements must be published in the Gazette (regulation 7(2)). That mechanism provides an inter‑authority administrative contract which is designed to centralise registry functions for guaranteed or Treasuer‑backed stock.
Probate, administration and public trustees: The transmission rules reference probate, letters of administration, and the Public Trustee. The registrar may require probate or letters of administration, but in cases involving joint survivors or stock under $20,000, a death certificate and statutory declaration may suffice in lieu of local resealing (regulation 28(4)-(5)). The registrar may authorise transmission to the Public Trustee or corresponding officers in other jurisdictions upon receiving sufficient indemnity (regulation 29(6)). These provisions interact with estate administration laws and cross‑jurisdictional public trustee arrangements.

Banking law and payment systems

Payment into bank accounts: Regulation 30 permits interest to be paid into a bank account in the Commonwealth, at the holder’s risk, upon application lodged seven days before the relevant interest. This interacts practically with banking clearance and account holder identification rules but the regulations do not superimpose bank regulatory requirements. It does, however, place the risk for misdirected payments on the holder.

Privacy and public sector audit frameworks

Auditor General oversight: The audit role of the Auditor General (regulation 19(1)) places the ledger under public sector audit frameworks and public sector recordkeeping obligations. The confidentiality penalty interacts with State public sector privacy and confidentiality norms. The regulations do not specify broader privacy law compliance but the confidentiality duty and audit overlay indicate an intent to align with public sector information controls.

In short, the regulations create a tailored operational rule set that borrows disclosure principles from the Corporations Act while embedding registry procedures into State public administration frameworks. They enable an administrative interface with other statutory custody, probate and trusteeship regimes and impose recordkeeping and audit duties consistent with public sector oversight.

The provided compilation table and inline amendment notes identify a handful of changes and deletions since the original 1986 instrument. The compilation table records amendments and the dates they came into operation. Key historical points are:

Original gazettal and commencement: The Western Australian Treasury Corporation (Debt Paper) Regulations 1986 were gazetted 4 August 1986, with most regulations deemed to have commenced on 1 July 1986 except regulation 19(3) which commenced on gazettal day (regulation 1(2)-(3), Compilation table).
1998 Amendment Regulations: The Western Australian Treasury Corporation (Debt Paper) Amendment Regulations 1998 were gazetted 10 November 1998 and appear to have introduced multiple textual changes and deletions across the instrument. Several provisions were expressly deleted or amended at that time, as indicated in the footnotes and bracketed deletions within the text (for example regs 5, 14, 22, 25-26, 35-37 and 41 are marked deleted or omitted with references to Gazette 10 Nov 1998 p. 6159‑66).
2001 Corporations consequential amendments: The Corporations (Consequential Amendments) Regulations 2001, Part 8, made amendments which came into operation on 15 July 2001 (Compilation table). Those changes are reflected in amended text such as regulation 3(2) where the Corporation’s obligation to have regard to the Corporations Act and to issue a statement is expressed.
2003 FSR consequential amendments: The Corporations (Consequential Amendments) (FSR) Regulations 2003, Part 7, are listed in the compilation table as making amendments that are included in the reprint. These amendments were gazetted on 6 June 2003 with a commencement note indicating earlier operative effects for certain parts (Compilation table).
Reprint: The document is reprinted as at 2 April 2004, incorporating the amendments listed in the compilation table.

Textual edits and repeals recorded in the body:

Several regulations are explicitly deleted in the text, signalled with bracketed notes such as “[5. Deleted: Gazette 10 Nov 1998 p. 6160.]” and similar marking for other items. The body shows that Parts or specific rules (Part VI r. 35-37) were deleted in the 1998 amendments.

The amendment history shows two patterns: (1) periodic updates to align the regulations with Commonwealth corporate law developments and consequential amendment instruments, and (2) administrative simplification or removal of provisions no longer required. The compilation table is the authoritative ledger of those textual changes and commencement dates for the purposes of interpreting temporal operation of the regulations.

The materials supplied contain no case law or references to judicial decisions. The regulations themselves do not list any litigation or judicial interpretations, and there are no named cases or reported decisions embedded in the text provided.

Where judicial involvement could arise under these provisions, the regulations identify administrative decision points that commonly generate disputes, without narrating any historical litigation. Those decision points include:

Registrar reliance on the stock ledger as conclusive: Regulation 13(1) entitles the Corporation and registrar to regard the registered person as the “true and absolute owner”. Disputes can arise in contexts where beneficial ownership differs from registered title, but the regulations themselves give the Corporation a statutory right to rely on the register entries. Any litigation would therefore likely engage equitable disputes between beneficial owners and registered holders or claims against persons who misled the registrar, although such outcomes and case law are not recorded in the supplied instrument.
Rejection or delay of registration: The registrar’s broad discretion to require evidence, to refuse or delay registrations and to impose document requirements (regulation 9(5), regulation 21) can generate administrative law challenges or equitable relief proceedings if parties contend the registrar acted unreasonably. The regulations do not prescribe internal review mechanisms, leaving judicial review as a potential route in contested cases, but no cases are cited in the source.
Transmission on death or insolvency: The transmission provisions (regs 27-29) create a clear administrative path for executors, administrators and trustees but also specify that the Corporation will not be liable for claims in respect of transmissions effected under the regulation (regulation 27(3)). Disputes over adequacy of probate, interpretation of intestacy or contest to the entitlement could produce litigation; the regulations, however, do not supply any litigation history.
Loss and indemnity claims: The replacement of lost certificates and the registrar’s ability to require security to indemnify against double payment (regulation 39(3)) could be implicated in civil claims if the Corporation pays twice or refuses replacement. The supplied text contains no cases or decisions resolving such disputes.

In summary, the supplied statutory instrument contains no litigation history. The architecture of the regulations, particularly the emphasis on the register as the determinative record (regulation 13) and the registrar’s discretionary documentary and timing controls (regs 9, 21, 23, 29), point to the loci where disputes would typically cluster. Any exploration of judicial outcomes would require case research beyond the provided instrument.

Several specific provisions create procedural pitfalls and non‑obvious legal effects that practitioners, compliance officers and holders should note.

The Corporation and registrar may treat registered names as the “true and absolute owners” for all purposes (regulation 13(1)-(2)). If a client has an equitable interest that is not recorded, the client may find the Corporation will not look behind the register. This can limit remedies against the Corporation and create settled expectations in favour of registered holders.

Registrar discretion and documentary traps

The registrar may require a wide range of documents and may refuse registration until satisfied, including requiring a document to be under seal, specimen signatures, verification of signatures and advance lodging of documents (regulation 9(3)-(5), regulation 29(5), regulation 34(3)). These are open‑ended powers, so a transaction can be delayed or blocked if the applicant does not preemptively meet documentary expectations.
The registrar can decline to record a change of particulars received less than seven days before an interest payment (regulation 10(2)). If a holder relies upon changing address or bank instructions to collect interest, late notice can result in misdirected payments.

Timing and blackout periods

Transactions cannot be registered, without registrar consent, within seven days prior to interest payment or maturity (regulation 21). The ledger is “deemed to be closed” during that period and holders should avoid assuming transfers will be effective across a close. Marking a transfer reserves stock and prevents other dealings, but only up to three months and only if properly lodged (regulation 23). Marked transfers executed by transferees can nevertheless be cancelled with the consent of both parties and the registrar (regulation 23(3)).

Registration amounts and joint holdings

Stock must be in $100 units or multiples and cannot be transferred if not in integer multiples without registrar consent (regulation 17). For fractional holdings or odd amounts practitioners must secure registrar consent or restructure holdings.
No more than four persons can be registered as holders (regulation 9(1)) and firms must be registered by the names of up to four partners, not by a trading name (regulation 9(2)). Corporate structuring or estate planning that assumes more joint signatories will need to be adjusted.

Receipt and discharge rules

The receipt of any one joint holder is a sufficient discharge for interest or redemption (regulation 32(2)-(3)). Joint holders who assume they must all sign for receipts can be surprised to find that non‑consensual payments to one joint holder are effective against others as against the Corporation.

Probate and small value shortcuts

For transmissions on death, the registrar may accept a death certificate and statutory declaration (instead of probate) where the face value does not exceed $20,000 or in survivor cases, but otherwise may require probate or letters of administration (regulation 28(5)). Practitioners must check the holding value and the registrar’s requirements and should not assume resealing is required if local evidentiary rules are met.

Privacy and confidentiality

Officers and agents are prohibited from divulging registry information except as necessary for duties or as required by law, breach attracting a $2,500 penalty (regulation 19(3)). This is a modest but explicit pecuniary sanction which may not fully address reputational or statutory privacy risks.

Audit exposure

Ledger entries must be audited by an officer appointed by the Auditor General (regulation 19(1)). Institutions which outsource registry functions should expect audit access and audit standards consistent with public sector requirements.

Practical deposit and payment obligations

Applications for stock require full payment unless deposit arrangements are approved; the Corporation may treat unpaid applications as forfeited after 14 days’ notice and may apply moneys to expenses and outstanding indebtedness (regulation 4(2)-(4)). Vendors and applicants must track payment and notice windows closely.

These “gotchas” arise directly from the text of the regulations and influence timing, evidentiary preparation, and structuring of dealings in Treasury Corporation debt paper.

Below are concrete steps and checklists for the main actors to achieve compliance with the regulations, grounded in the specific provisions.

For issuers and the Corporation when offering to the public

Prepare the prescribed statement in lieu of a Corporations Act prospectus with the items listed in regulation 3(2): terms and conditions, loan name/number, price or pricing method, interest rate, maturity/term, amount to be raised, negotiability, registration and application procedure. Ensure content is not misleading in form or context.
Publish any notice required under regulation 7(2) when proposing to undertake registry functions for another Act. Ensure Gazette publication timing is aligned with operational transition dates.

For applicants and holders applying for stock

Use registrar‑approved application forms (regulation 4(1)). Pay the full subscription or purchase price at lodgement unless a deposit is permitted and acknowledged (regulation 4(2)-(3)). If deposit is taken, secure the deposit acknowledgment document issued by the Corporation.
If applying in a joint account, set out names in the order desired for registration (regulation 4(6)). Be aware joint registration is limited to four persons (regulation 9(1)).

For transfers and transferees

Use the transfer and acceptance instrument in substantially the registrar‑approved form and lodge transfers on transfer days (regulation 20(1), (6)). Ensure all parties execute transfers in person or by attorney and verify signatures in the manner approved by the registrar (regulation 20(2)).
Do not expect transfer registration within seven days of interest payment or maturity, unless the registrar gives consent; plan transfer timing accordingly (regulation 21).
Consider marking a transfer under regulation 23 to reserve stock for up to three months if needed; lodge the approved form at the registry and insert accurate amount and period.

For those dealing with transmissions on death, bankruptcy, or other non‑transfer routes

Apply to the registrar for registration of transmission using registrar‑approved forms or a mandate for transmission if required (regulation 27(1)). Produce probate or letters of administration if requested by the registrar; for small value transmissions (face value ≤ $20,000) or survivor cases, provide a death certificate and statutory declaration as allowed by regulation 28(5).
If transmission is to the Public Trustee or a corresponding officer in another jurisdiction, be prepared to provide indemnity as requested by the registrar (regulation 29(6)).

For custody, recordkeeping and registrars

Maintain the stock ledger under an approved system, record all required particulars including amounts, full names and addresses, and maintain transfers registers as required by regulation 8(1)-(3).
Verify and approve every ledger entry, maintain a signature register where appropriate, and retain documentary proof that the registrar relies upon in subsequent dealings (regulation 9(6)-(7), regulation 19(1)). Ensure compliance with Auditor General audit access.
Manage access to books and records in line with regulation 19(2)-(3), and enforce non‑disclosure obligations on officers and agents to mitigate the $2,500 penalty risk.

For interest and payments

For holders who wish interest paid into a bank account, lodge an application in the registrar’s approved manner at least seven days before the interest date (regulation 30(2)-(3)). Understand payment into a bank account is at the holder’s risk.
Note that for first payment of interest, where issue conditions specify payment to the original registrant, the original registrant is deemed holder for that purpose (regulation 30(7)).

For lost, defaced or destroyed instruments

If a stock certificate is defaced, apply to the registrar to cancel and reissue a new certificate (regulation 38). For lost or destroyed certificates seek a replacement and be prepared to give an undertaking to return any subsequently found original and to provide security to indemnify against double payment if the registrar requires it (regulation 39).

Practical compliance control list

Use registrar approved forms for all dealings.
Maintain and produce up to date specimen signatures and any required company seals or authority evidence before dealing (regulation 9(3)-(6)).
Schedule transfers to avoid the seven day blackout before interest or maturity and lodge transfers on transfer days (regulation 20(6), regulation 21).
Keep records accessible for Auditor General audit and ensure officers and agents understand confidentiality obligations and penalty exposure (regulation 19).
For cross‑jurisdictional or authority stock, ensure Gazette notices required under reg 7(2) are arranged and that inter‑authority agreements are in place.

Following these operational instructions, and aligning business processes to the discrete documentary, timing and signature requirements in the regulations, will address the principal compliance burdens created by the instrument.

Deep Dive

What it does

Current sections