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This is a Bill, not an Act. For current law, see the Acts databases.
New South Wales
Corporations (Ancillary Provisions)
Bill 2001
Contents
Page
Part 1 Preliminary
1 Name of Act 2
2 Commencement 2
3 Definitions 2
4 Corresponding provision 6
5 Operation of Act 7
Part 2 Transitional provisions
6 National scheme laws 8
7 Effect of section 6 8
8 Certain provisions of State law taken to operate despite
national scheme law 10
9 Court proceedings and orders 11
10 Existing rules of court continue to have effect 12
11 References to old/new corporations legislation or old/new
ASIC legislation 12
Corporations (Ancillary Provisions) Bill 2001
Contents
Page
12 References to companies incorporated in a State or
Territory 15
Part 3 Application of Commonwealth Corporations legislation
to State matters
13 Definitions 17
14 State provisions to which this Part applies 17
15 Effect of declaratory provisions 18
16 Modifications to applied law 18
17 Conferral of functions on ASIC 19
18 Conferral of functions or duties on State courts 20
19 Implied application of regulations and other provisions of
Corporations legislation 20
20 Proceedings for offences 21
21 Application of Corporations legislation by other means 22
Part 4 General
22 Power to amend certain statutory rules 23
23 Rules of the Supreme Court 23
24 ASIC has certain functions and powers 24
25 Regulations 24
26 Amendment of Acts 26
27 Savings and transitional provisions consequent on
enactment of Corporations (Consequential Amendments)
Act 2001 26
Schedules
1 Table of corresponding references 27
2 Amendment of Acts 30
3 Savings and transitional provisions consequent on
enactment of Corporations (Consequential Amendments)
Act 2001 35
Contents page 2
I certify that this PUBLIC BILL, which originated in the LEGISLATIVE ASSEMBLY, has
finally passed the LEGISLATIVE COUNCIL and the LEGISLATIVE ASSEMBLY of NEW
SOUTH WALES.
Clerk of the Legislative Assembly.
Legislative Assembly,
Sydney, , 2001
New South Wales
Corporations (Ancillary Provisions)
Bill 2001
Act No , 2001
An Act to enact ancillary provisions relating to the enactment by the Parliament of
the Commonwealth of new corporations legislation and new ASIC legislation, and
for other purposes.
See also the Corporations (Administrative Actions) Act 2001 and Corporations (Consequential
Amendments) Act 2001.
I have examined this Bill, and find it to correspond in all respects with the Bill as
finally passed by both Houses.
Chairman of Committees of the Legislative Assembly.
Clause 1 Corporations (Ancillary Provisions) Bill 2001
Part 1 Preliminary
The Legislature of New South Wales enacts:
Part 1 Preliminary
1 Name of Act
This Act is the Corporations (Ancillary Provisions) Act 2001.
2 Commencement
This Act comes into operation immediately before the Corporations
Act 2001 of the Commonwealth, as originally enacted, comes into
operation.
3 Definitions
(1) In this Act:
ASIC means the Australian Securities and Investments Commission.
carried over provision:
(a) of the old corporations legislation means a provision of that
legislation that:
(i) was in force immediately before the relevant time, and
(ii) corresponds to a provision of the new corporations
legislation, and
(b) of the old ASIC legislation means a provision of that legislation
that:
(i) was in force immediately before the relevant time, and
(ii) corresponds to a provision of the new ASIC legislation.
co-operative scheme law has the meaning given by section 84 of the
Corporations (New South Wales) Act 1990.
corresponds has a meaning affected by section 4.
law of the State includes a statutory rule and any other instrument of
a legislative character made under an Act.
liability includes a duty or obligation.
made includes issued, given or published.
national scheme law of this jurisdiction has the same meaning as in
the Corporations (New South Wales) Act 1990.
Page 2
Corporations (Ancillary Provisions) Bill 2001 Clause 3
Preliminary Part 1
new ASIC Act means the Australian Securities and Investments
Commission Act 2001 of the Commonwealth.
new ASIC legislation means:
(a) the new ASIC Act, and
(b) the new ASIC Regulations (as amended and in force from time
to time) and any other regulations made under the new ASIC
Act, and
(c) the laws of the Commonwealth referred to in paragraph (a) (ii)
and (in relation to the State) paragraph (b) (iii) of the definition
of old ASIC legislation in section 254 (1) of the new ASIC
Act, being those laws as they apply after the relevant time, and
(d) the preserved instruments.
new ASIC Regulations means the old ASIC Regulations that, because
of section 264 of the new ASIC Act, have effect as if they were made
under section 251 of that Act.
new Corporations Act means the Corporations Act 2001 of the
Commonwealth.
new corporations legislation means:
(a) the new Corporations Act, and
(b) the new Corporations Regulations (as amended and in force
from time to time) and any other regulations made under the
new Corporations Act, and
(c) the laws of the Commonwealth referred to (in relation to the
State) in paragraph (c) of the definition of old corporations
legislation in section 1371 (1) of the new Corporations Act,
being those laws as they apply after the relevant time, and
(d) the preserved instruments.
new Corporations Regulations means the old Corporations
Regulations that, because of section 1380 of the new Corporations Act,
have effect as if they were made under section 1364 of that Act.
old application Act means the Corporations (New South Wales) Act
1990 as in force from time to time before the relevant time.
old ASIC Act means the Australian Securities and Investments
Commission Act 1989 of the Commonwealth as in force from time to
time before the relevant time.
Page 3
Clause 3 Corporations (Ancillary Provisions) Bill 2001
Part 1 Preliminary
old ASIC Law means the ASIC Law of New South Wales (within the
meaning of the old application Act) as in force from time to time
before the relevant time.
old ASIC legislation means:
(a) the old ASIC Law and the old ASIC Regulations, and any
instruments made under that Law or those Regulations, and
(b) the old application Act, and any instruments made under that
Act, as applying in relation to the old ASIC Law and the old
ASIC Regulations from time to time before the relevant time,
and
(c) the laws of the Commonwealth as applying in relation to the
old ASIC Law and the old ASIC Regulations from time to time
before the relevant time as laws of, or for the government of,
the State because of Part 8 of the old application Act, and any
instruments made under those laws as so applying.
old ASIC Regulations means the ASIC Regulations of New South
Wales (within the meaning of the old application Act) as in force from
time to time before the relevant time.
old Corporations Law means the Corporations Law of New South
Wales, within the meaning of the old application Act, as in force from
time to time before the relevant time.
old corporations legislation means:
(a) the old Corporations Law and the old Corporations
Regulations, and any instruments made under that Law or those
Regulations, and
(b) the old application Act, and any instruments made under that
Act, as applying in relation to the old Corporations Law and the
old Corporations Regulations from time to time before the
relevant time, and
(c) the laws of the Commonwealth as applying in relation to the
old Corporations Law and the old Corporations Regulations
from time to time before the relevant time as laws of, or for the
government of, the State because of Part 8 of the old
application Act, and any instruments made under those laws as
so applying.
old Corporations Regulations means the Corporations Regulations of
New South Wales, within the meaning of the old application Act, as in
force from time to time before the relevant time.
Page 4
Corporations (Ancillary Provisions) Bill 2001 Clause 3
Preliminary Part 1
order, in relation to a court, includes any judgment, conviction or
sentence of the court.
preserved instrument means:
(a) in relation to the new corporations legislation, an instrument
that, because of section 1399 of the new Corporations Act, has
effect after the relevant time as if it were made under a
provision of the new corporations legislation, and
(b) in relation to the new ASIC legislation, an instrument that,
because of section 275 of the new ASIC Act, has effect after
the relevant time as if it were made under a provision of the
new ASIC legislation.
previous State corporations law means:
(a) the Companies Act 1961, or
(b) the Companies (Transfer of Domicile) Act 1968, or
(c) the Marketable Securities Act 1970, or
(d) the Securities Industry Act 1975, or
(e) a co-operative scheme law, or
(f) any other Act, or provision of an Act, specified by the
regulations under subsection (2).
provision of a law includes any portion of the law.
referring State has the meaning given by section 4 of the new
Corporations Act.
relevant time means the time when the new Corporations Act, as
originally enacted, comes into operation.
right includes an interest or status.
State includes the Northern Territory.
Territory means the Australian Capital Territory or the Jervis Bay
Territory.
(2) The regulations may provide that a specified Act, or a specified
provision of an Act, is a previous State corporations law for the
purposes of this Act.
(3) Notes included in this Act do not form part of this Act.
Page 5
Clause 4 Corporations (Ancillary Provisions) Bill 2001
Part 1 Preliminary
4 Corresponding provision
(1) For the purposes of this Act, a provision (the old provision) of the old
corporations legislation or the old ASIC legislation corresponds to a
provision (the new provision) of the new corporations legislation or
the new ASIC legislation (and vice versa) if:
(a) the old provision and the new provision are substantially the
same, unless the regulations specify that the 2 provisions do not
correspond, or
(b) the regulations specify that the 2 provisions correspond.
(2) For the purposes of this Act, a provision (the old provision) of a
previous State corporations law corresponds to a provision (the new
provision) of a national scheme law of this jurisdiction (and vice
versa) if:
(a) the old provision and the new provision are substantially the
same, unless the regulations specify that the 2 provisions do not
correspond, or
(b) the regulations specify that the 2 provisions correspond.
(3) For the purposes of subsection (1) (a) or (2) (a), differences of all or
any of the following kinds are not sufficient to mean that 2 provisions
are not substantially the same:
(a) differences in the numbering of the provisions,
(b) differences of a minor technical nature (for example,
differences in punctuation, or differences that are attributable to
the correction of incorrect cross references),
(c) the fact that one of the provisions refers to a corresponding
previous law and the other does not,
(d) for the purposes of subsection (1) (a), the fact that:
(i) the old provision allowed a court to exercise powers on
its own motion but the new provision does not, or
(ii) the old provision required a court to apply a criterion of
public interest but the new provision requires a court to
apply a criterion of justice and equity, or
(iii) the new provision requires ASIC to take account of
public interest but the old provision did not,
Page 6
Corporations (Ancillary Provisions) Bill 2001 Clause 4
Preliminary Part 1
(e) for the purposes of subsection (1) (a), other differences that are
attributable to the fact that the new corporations legislation and
the new ASIC legislation apply as Commonwealth laws in this
and other States and in the internal Territories,
(f) other differences of a kind prescribed by the regulations for the
purposes of this paragraph.
(4) Subsection (3) is not intended to otherwise limit the circumstances in
which 2 provisions are, for the purposes of subsection (1) (a) or (2) (a),
substantially the same.
(5) The regulations may provide that:
(a) a specified provision of the old corporations legislation does, or
does not, correspond to a specified provision of the new
corporations legislation,
(b) a specified provision of the old ASIC legislation does, or does
not, correspond to a specified provision of the new ASIC
legislation,
(c) a specified provision of a previous State corporations law does,
or does not, correspond to a specified provision of a national
scheme law of this jurisdiction.
5 Operation of Act
This Act has effect despite any provision of the old application Act or
of the applicable provisions (as defined in that Act) of the State.
Page 7
Clause 6 Corporations (Ancillary Provisions) Bill 2001
Part 2 Transitional provisions
Part 2 Transitional provisions
6 National scheme laws
(1) The national scheme laws of this jurisdiction operate of their own force
only in relation to:
(a) matters arising before the relevant time, and
(b) matters arising, directly or indirectly, out of such matters,
in so far as those matters are not dealt with by the new corporations
legislation, the new ASIC legislation or the co-operative scheme laws.
(2) Except as provided by subsection (1) and section 9, the national
scheme laws of this jurisdiction have no operation of their own force
at and after the relevant time.
7 Effect of section 6
(1) To the extent that a national scheme law of this jurisdiction ceases to
operate of its own force because of section 6, the effect is that which
would have resulted had this Act and that law been Commonwealth
Acts in relation to which the Acts Interpretation Act 1901 of the
Commonwealth as in force on 1 November 2000 applied.
Note. Part III of the Acts Interpretation Act 1901 of the Commonwealth contains
provisions dealing with the effect of repeal of an Act. These provisions protect
accrued rights and liabilities and allow legal proceedings in respect of them to be
commenced or continued. However, this section and section 9 have the effect of
cancelling certain rights and liabilities and terminating certain legal proceedings.
(2) Despite subsection (1), if by force of Chapter 10 of the new
Corporations Act or Part 16 of the new ASIC Act a person acquires,
accrues or incurs a right or liability in substitution for a
pre-commencement right or liability, the pre-commencement right or
liability is cancelled at the relevant time and ceases at that time to be
a right or liability under a law of the State.
(3) Despite subsection (1), a proceeding in a court that:
(a) was started before the relevant time, and
(b) was:
(i) under a provision of the old corporations legislation or
the old ASIC legislation, or
Page 8
Corporations (Ancillary Provisions) Bill 2001 Clause 7
Transitional provisions Part 2
(ii) brought as, or connected with, a prosecution for an
offence against a provision of the old corporations
legislation or the old ASIC legislation, and
(c) was a proceeding to which section 1383 of the new
Corporations Act or section 267 of the new ASIC Act applies
at the relevant time, and
(d) had not been concluded or terminated before the relevant time,
is terminated at the relevant time by force of this subsection.
(4) Despite subsection (1), if by force of a Commonwealth Act (other than
the new Corporations Act) referred to in sections 1393 to 1396 of the
new Corporations Act a person becomes liable to pay an amount that
is the same, and is in respect of the same matter, as an amount (the
pre-commencement amount) that was payable by the person before
the relevant time under a provision of the old corporations legislation,
the person's liability to pay the pre-commencement amount is
cancelled at the relevant time and ceases at that time to be a liability
under a law of the State.
(5) In subsection (2), pre-commencement right or liability means a right
or liability, whether civil or criminal, other than a right or liability
under an order made by a court before the relevant time or a liability
referred to in section 1397 (4) of the new Corporations Act, that:
(a) was acquired, accrued or incurred under:
(i) a carried over provision of the old corporations
legislation or the old ASIC legislation, or
(ii) a provision of the old corporations legislation or the old
ASIC legislation that was no longer in force
immediately before the relevant time, and
(b) was in existence immediately before the relevant time.
(6) Nothing in this Act revives the co-operative scheme laws or otherwise
affects the superseding of those laws by the national scheme laws of
this jurisdiction as provided by Division 2 of Part 13 of the old
application Act and any regulations made under section 80 of that Act
for the purposes of that Division.
Page 9
Clause 8 Corporations (Ancillary Provisions) Bill 2001
Part 2 Transitional provisions
8 Certain provisions of State law taken to operate despite national
scheme law
(1) Any provision of a relevant law of the State that:
(a) makes (or, if not in force, would make on coming into force)
provision in relation to a matter in a manner that is inconsistent
with a provision or provisions of a national scheme law of this
jurisdiction, or
(b) but for the operation of section 5 of the old application Act
would have made (or, if not in force, would have made on
coming into force) provision in relation to a matter in a manner
that is inconsistent with a provision or provisions of a national
scheme law of this jurisdiction,
is declared by this subsection to have effect despite the provision or
provisions of the national scheme law of this jurisdiction with which
it is inconsistent and as if the relevant law, or (in the case of a relevant
law that is not an Act) the Act under which the relevant law was made,
had itself provided expressly for this outcome.
Note. Section 5G of the Corporations Act 2001 of the Commonwealth applies to
a provision of a State law that is inconsistent with a provision of the Corporations
legislation to which Part 1.1A of that Act applies if that provision operated,
immediately before the commencement of that Act, despite the provision of the old
Corporations Law or the old ASIC Law that corresponds to the Commonwealth
provision.
(2) Any provision of a relevant law of the State that provides that the
whole of a previous State corporations law or a specified provision of
a previous State corporations law does not apply to a matter is declared
by this subsection to also provide that the whole of the old
Corporations Law and the old ASIC Law or the corresponding
provision (if any) of the old Corporations Law or the old ASIC Law
(as the case requires) does not apply to that matter.
Note. Under section 5F (4) of the Corporations Act 2001 of the Commonwealth if
the old Corporations Law or the old ASIC Law, or a provision of that Law, did not
apply to a matter immediately before the commencement of that Act, then the
Corporations legislation to which Part 1.1A of that Act applies, or the
corresponding provision of that legislation, does not apply to the matter.
(3) Subsection (1) or (2) does not apply to a provision of a relevant law of
the State (or a class of provision of relevant laws of the State)
specified by the regulations as a provision (or class of provision) to
which the subsection does not apply.
Page 10
Corporations (Ancillary Provisions) Bill 2001 Clause 8
Transitional provisions Part 2
(4) For the purposes of subsection (1), a provision of a relevant law of the
State is inconsistent with a provision of a national scheme law of this
jurisdiction if it would be inconsistent within the meaning of section
109 of the Constitution of the Commonwealth of Australia if the
national scheme law were an Act of the Commonwealth.
(5) Nothing in this section affects the operation of section 6 of the old
application Act in relation to an Act enacted before the commencement
of that section or an instrument made under such an Act.
(6) In this section:
matter includes act, omission, body, person or thing.
relevant law of the State means a law of the State enacted or made
before the relevant time (whether or not it is in force before that time)
other than a national scheme law of this jurisdiction or a previous State
corporations law.
9 Court proceedings and orders
(1) This section applies to a proceeding, whether criminal or civil, in
relation to which the following paragraphs are satisfied:
(a) the proceeding was started in a court before the relevant time,
and
(b) the proceeding was:
(i) under a provision of the old corporations legislation or
the old ASIC legislation, or
(ii) brought as, or connected with, a prosecution for an
offence against a provision of the old corporations
legislation or the old ASIC legislation, and
(c) the proceeding was not a proceeding to which section 1383 or
1384 of the new Corporations Act or section 267 or 268 of the
new ASIC Act applies, and
(d) the proceeding had not been concluded or terminated before the
relevant time.
(2) Without limiting section 7 (1) but subject to subsection (3), a
proceeding to which this section applies may be continued, and any
order made by a court in such a proceeding may be appealed against,
reviewed or enforced as if section 6 had not been enacted.
Page 11
Clause 9 Corporations (Ancillary Provisions) Bill 2001
Part 2 Transitional provisions
(3) Nothing in this Part, or in the Acts Interpretation Act 1901 of the
Commonwealth as applying by force of section 7 (1), operates to
preserve the effect of an order to which section 1383 (5) of the new
Corporations Act or section 267 (5) of the new ASIC Act applies and,
at the relevant time, that order ceases to have effect as an order of the
court by which it was made and any proceeding in relation to such an
order is terminated by force of this subsection.
(4) For the avoidance of doubt, Part 9 of the old application Act continues
to have the same application to a proceeding to which this section
applies as it did before the relevant time.
(5) In this section, proceeding includes:
(a) a proceeding by way of appeal against, or otherwise seeking
review of, an order made by a court, and
(b) a proceeding to enforce an order made by a court, and
(c) any other proceeding in respect of a breach of an order made by
a court.
10 Existing rules of court continue to have effect
The rules of court made under section 51 of the old application Act
and all other enabling powers, as in force immediately before the
relevant time, continue to have effect (and may be dealt with) at and
after the relevant time as if:
(a) they were rules of court in force under section 23, and
(b) they were made for the purposes of the provisions of the
Corporations legislation (within the meaning of section 23) that
correspond to the provisions of the old Corporations Law for
which they were made.
11 References to old/new corporations legislation or old/new ASIC
legislation
(1) Subject to subsections (2) and (3), a reference in, or taken immediately
before the relevant time to be in, an Act, an instrument made under an
Act or a law applying as a law of the State by force of an Act to:
(a) a Law, Regulations or instrument of a kind specified in column
1 of the Table in Schedule 1 is taken, at and after the relevant
time, to include a reference to the Act, Regulations or
instrument of the kind specified opposite it in column 2 of that
Table, or
Page 12
Corporations (Ancillary Provisions) Bill 2001 Clause 11
Transitional provisions Part 2
(b) a provision or group of provisions of a Law, Regulations or
instrument of a kind specified in column 1 of the Table in
Schedule 1 is taken, at and after the relevant time, to include a
reference to the corresponding provision or provisions (if any)
of the Act, Regulations or instrument of the kind specified
opposite it in column 2 of that Table.
(2) The regulations may do either or both of the following:
(a) provide that subsection (1) does not apply in relation to
prescribed references, or references of a prescribed kind:
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
(b) provide that subsection (1) applies in relation to prescribed
references, or references of a prescribed kind:
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
as if, in that subsection, the words "to be a reference" were
substituted for the words "to include a reference".
(3) Subsection (1) does not apply in relation to references in, or taken
immediately before the relevant time to be in:
(a) the old application Act or the applicable provisions (as defined
in that Act) of the State, or
(b) a previous State corporations law or an instrument made under
such a law, or
(c) this Act or any regulations made under this Act, or
(d) the Corporations (Consequential Amendments) Act 2001, or
(e) the Interpretation Act 1987, or
(f) any other Act, or any provision of an Act, or any kind of Act or
provision of an Act, specified by the regulations, or
Page 13
Clause 11 Corporations (Ancillary Provisions) Bill 2001
Part 2 Transitional provisions
(g) an instrument made under an Act, or any provision of an
instrument made under an Act, or any kind of instrument made
under an Act or provision of such an instrument, specified by
the regulations, or
(h) a law applying as a law of the State by force of an Act, or any
provision of a law applying as a law of the State by force of an
Act, or any kind of law applying as a law of the State by force
of an Act or provision of such a law, specified by the
regulations.
(4) For the purposes of this Act, the regulations may provide that a
reference of a specified kind in, or taken immediately before the
relevant time to be in, a specified Act or instrument made under an Act
or a specified law applying as a law of the State by force of an Act is
to be taken to be a reference of the kind specified in relation to the
reference in the regulations.
(5) An express reference in an Act, an instrument made under an Act or
a law applying as a law of the State by force of an Act to:
(a) an Act, regulations or other instrument forming part of the new
corporations legislation or the new ASIC legislation, or
(b) a provision or group of provisions of such an Act, regulations
or other instrument,
is taken, in relation to events, circumstances or things that happened or
arose at a time before the relevant time, to include (unless the contrary
intention appears or the context of the reference otherwise requires) a
reference to the corresponding provision or provisions of the old
corporations legislation, or the old ASIC legislation, as the case
requires, of this jurisdiction and of each other jurisdiction referred to
in sections 12 (2) and (3) and 64 (2) and (3) of the old application Act.
(6) The regulations may do either or both of the following:
(a) provide that subsection (5) does not apply in relation to
prescribed references, or references of a prescribed kind:
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
Page 14
Corporations (Ancillary Provisions) Bill 2001 Clause 11
Transitional provisions Part 2
(b) provide that subsection (5) applies in relation to prescribed
references, or references of a prescribed kind:
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
as if, in that subsection, the words "of a jurisdiction specified
by the regulations" were substituted for the words "of this
jurisdiction and of each other jurisdiction referred to in sections
12 (2) and (3) and 64 (2) and (3) of the old application Act".
12 References to companies incorporated in a State or Territory
(1) Unless the contrary intention appears and subject to subsections (2)
and (4), a reference (however expressed) in, or taken immediately
before the relevant time to be in, an Act, an instrument made under an
Act or a law applying as a law of the State by force of an Act to:
(a) a company (within the meaning of the Corporations Law of
New South Wales or of another State or a Territory)
incorporated in New South Wales or that other State or that
Territory, or
(b) a company that is incorporated under the Corporations Law of
New South Wales or of another State or a Territory, or
(c) a company that is registered or taken to be registered under the
Corporations Law of New South Wales or of another State or
a Territory, or
(d) a body that is taken to be registered as a company under the
Corporations Law of New South Wales or of another State or
a Territory,
is taken, after the relevant time, to be a reference to a company that,
under section 119A or 1378 (4) of the new Corporations Act, is taken
to be registered in New South Wales or that other State or that
Territory, as the case requires.
Page 15
Clause 12 Corporations (Ancillary Provisions) Bill 2001
Part 2 Transitional provisions
(2) Unless the contrary intention appears and subject to subsection (4), a
reference (however expressed) in, or taken immediately before the
relevant time to be in, an Act, an instrument made under an Act or a
law applying as a law of the State by force of an Act to a foreign
company (within the meaning of the Corporations Law of New South
Wales or of another State or a Territory) is taken, after the relevant
time, to be a reference to a foreign company within the meaning of the
new Corporations Act.
(3) Unless the contrary intention appears and subject to subsection (4), a
reference (however expressed) in, or taken immediately before the
relevant time to be in, an Act, an instrument made under an Act or a
law applying as a law of the State by force of an Act to the jurisdiction
of incorporation of a corporation, being a company registered or taken
to be registered under the Corporations Law of New South Wales or
of another State or a Territory, is taken, after the relevant time, to be a
reference to the State or Territory in which the corporation is taken to
be registered under section 119A or 1378 (4) of the new Corporations
Act.
(4) The regulations may do either or both of the following:
(a) provide that subsection (1), (2) or (3) does not apply in relation
to prescribed references, or references of a prescribed kind:
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
(b) provide that subsection (1), (2) or (3) applies in relation to
prescribed references, or references of a prescribed kind,
(i) in prescribed Acts or instruments made under Acts, or
(ii) in prescribed laws applying as laws of the State by force
of an Act, or
(iii) in Acts, instruments made under Acts, or laws applying
as laws of the State by force of an Act, of a prescribed
kind,
as if, in that subsection, the words "to include a reference" were
substituted for the words "to be a reference".
Page 16
Corporations (Ancillary Provisions) Bill 2001 Clause 13
Application of Commonwealth Corporations legislation to State matters Part 3
Part 3 Application of Commonwealth Corporations
legislation to State matters
13 Definitions
In this Part:
applied law means a provision or provisions of the Corporations
legislation, or of an Act, regulations or other instrument forming part
of the Corporations legislation, that this Part applies to a matter as if
the provision or provisions were a law or laws of the State.
confer includes impose.
Corporations legislation means the Corporations legislation to which
Part 1.1A of the new Corporations Act applies.
declaratory provision means a provision of a law of the State to which
this Part applies by operation of section 14.
function includes a power.
matter includes act, omission, body, person or thing.
modification includes addition, exception, omission or substitution.
perform includes exercise.
14 State provisions to which this Part applies
(1) This Part applies to a provision of a law of the State if the provision
declares a matter to be an applied Corporations legislation matter for
the purposes of this Part in relation to any of the following (whether
with or without modifications):
(a) the whole of the Corporations legislation,
(b) a specified Act, regulations or other instrument forming part of
the Corporations legislation,
(c) a specified provision or provisions of the Corporations
legislation or of an Act, regulations or other instrument forming
part of the Corporations legislation.
Page 17
Clause 14 Corporations (Ancillary Provisions) Bill 2001
Part 3 Application of Commonwealth Corporations legislation to State matters
(2) Subsection (1) does not apply to a provision of a law of the State to the
extent that it declares a matter to be an applied Corporations
legislation matter for the purposes of this Part in relation to a provision
or provisions of the Corporations legislation, or of an Act, regulations
or other instrument forming part of the Corporations legislation, that
already applies to the matter as a law of the Commonwealth.
15 Effect of declaratory provisions
(1) Subject to this Part, a declaratory provision has effect in relation to a
matter as follows:
(a) if the declaratory provision is one to which section 14 (1) (a)
applies, the whole of the Corporations legislation applies to the
matter as if it were a law of the State, and
(b) if the declaratory provision is one to which section 14 (1) (b)
applies, the Act, regulations or other instrument specified by the
declaratory provision applies or apply to the matter as if it or
they were a law or laws of the State, and
(c) if the declaratory provision is one to which section 14 (1) (c)
applies, the provision or provisions specified by the declaratory
provision applies or apply in relation to the matter as if it or
they were a law or laws of the State.
(2) A provision applied to a matter by a declaratory provision, or taken by
force of section 19 (1) to apply to the matter, is applied as in force for
the time being unless the declaratory provision applies it as in force at
a particular time specified by the declaratory provision.
16 Modifications to applied law
(1) This Part operates to apply a provision of the Corporations legislation,
or of an Act, regulations or other instrument forming part of the
Corporations legislation, as a law of the State subject to the following
modifications:
(a) such modifications as may be specified by or under the law
containing the declaratory provision,
(b) a reference to ASIC is (unless a function under an applied law
is conferred on ASIC as referred to in section 17) taken to be a
reference to:
Page 18
Corporations (Ancillary Provisions) Bill 2001 Clause 16
Application of Commonwealth Corporations legislation to State matters Part 3
(i) the Minister administering the declaratory provision or
such other person (or person belonging to a class of
person) as may be specified by the regulations (whether
generally or in relation to a particular applied law), or
(ii) such other person as may be specified by or under the
declaratory provision,
(c) a reference to the Gazette is a reference to the Government
Gazette,
(d) a reference to the Minister is a reference to the Minister
administering the declaratory provision,
(e) a reference to this jurisdiction is a reference to New South
Wales,
(f) such other modifications as are necessary or that are prescribed
by regulations made under this Act, whether generally or in
relation to a particular applied law.
(2) Any power to make regulations under an Act containing a declaratory
provision extends to the making of regulations specifying
modifications for the purposes of this Part.
(3) Except as provided by subsection (1), definitions and other
interpretation provisions of the Corporations legislation, or of the Act,
regulations or other instrument forming part of the Corporations
legislation, relevant to the applied law are taken also to apply to the
matter that is the subject of the declaratory provision.
(4) This section has effect subject to sections 17 to 20.
17 Conferral of functions on ASIC
(1) Neither a declaratory provision nor an applied law operates to confer
a function on ASIC in relation to the applied law unless:
(a) the declaratory provision provides for ASIC to perform that
function pursuant to an agreement or arrangement of the kind
referred to in section 11 (8) or (9A) (b) of the new ASIC Act,
and
(b) ASIC is authorised to perform that function under section 11 of
the new ASIC Act.
Page 19
Clause 17 Corporations (Ancillary Provisions) Bill 2001
Part 3 Application of Commonwealth Corporations legislation to State matters
(2) If a declaratory provision operates to confer a function on ASIC in
relation to an applied law, the conferral of that function is taken not to
impose a duty to perform that function despite anything to the contrary
in the applied law.
18 Conferral of functions or duties on State courts
An applied law that confers a function or duty on a court or on the
Court is taken to confer that function or duty (along with the
jurisdiction to perform that function or duty) on the Supreme Court or
such other court of the State as may be specified by or under the
declaratory provision.
19 Implied application of regulations and other provisions of
Corporations legislation
(1) Unless a declaratory provision provides otherwise, the following
provisions of the Corporations legislation, or of an Act, regulations or
other instrument forming part of the Corporations legislation, are also
taken to apply to a matter that is the subject of a declaratory provision
as if they were laws of the State:
(a) the provisions of any regulations made under the applied law,
(b) any provision of the Corporations legislation, or of an Act,
regulations or other instrument forming part of the Corporations
legislation, that creates an offence in relation to a contravention
of the applied law or specifies the penalty for an offence created
by a provision of the applied law,
(c) the provisions of Part 9.4B (Civil consequences of contravening
civil penalty provisions) of the new Corporations Act for the
purposes of any provision of the applied law that is a civil
penalty provision within the meaning of that Part.
(2) The regulations may prescribe modifications (whether generally or in
relation to a particular applied law) of any of the provisions that are
also taken to apply to a matter by force of subsection (1) for the
purposes of that application.
Page 20
Corporations (Ancillary Provisions) Bill 2001 Clause 20
Application of Commonwealth Corporations legislation to State matters Part 3
20 Proceedings for offences
(1) Proceedings for an offence against an applied law may be dealt with
as an offence against a law of the State.
(2) For the purposes of an offence against an applied law:
(a) the amount of a penalty unit specified in relation to that offence
by the applied law, or a provision taken by force of section 19
(1) to apply to the matter that is the subject of the declaratory
provision, is $100, and
(b) the laws of the State apply in relation to that offence as if the
applied law, or a provision taken by force of section 19 (1) to
apply to the matter that is the subject of the declaratory
provision, were a law or laws of the State.
(3) Without limiting subsection (2) (b), the laws of the State referred to in
that subsection as applying in relation to an offence include laws with
respect to:
(a) the investigation and prosecution of offences, and
(b) the arrest, custody, bail, trial, finding of guilt and conviction of
persons charged with offences, and
(c) proceedings relating to a matter referred to in paragraph (a) or
(b), and
(d) the classification of offences as indictable or summary, and
(e) appeals and reviews relating to criminal proceedings and to
proceedings of the kind referred to in paragraph (c), and
(f) the sentencing, punishment and release of persons found guilty
or convicted of offences, and
(g) fines, penalties and forfeitures, and
(h) confiscation of the proceeds of crime.
(4) Proceedings for an offence against an applied law may be dealt with
summarily:
(a) before a Local Court constituted by a Magistrate sitting alone,
or
(b) before the Supreme Court in its summary jurisdiction.
Page 21
Clause 20 Corporations (Ancillary Provisions) Bill 2001
Part 3 Application of Commonwealth Corporations legislation to State matters
(5) If proceedings for an offence against an applied law are brought in a
Local Court constituted by a Magistrate, the maximum penalty that the
court may impose in respect of the offence is, despite any other
provision of the applied law, $10,000 or the maximum penalty
provided by the applied law, whichever is the lesser.
(6) This section does not prevent an offence against an applied law that is
expressed to be an indictable offence from being dealt with on
indictment.
21 Application of Corporations legislation by other means
Nothing in this Part prevents a law of the State from applying any
provision of the Corporations legislation, or of an Act, regulations or
other instrument forming part of the Corporations legislation, as a law
of the State otherwise than by means of a declaratory provision.
Page 22
Corporations (Ancillary Provisions) Bill 2001 Clause 22
General Part 4
Part 4 General
22 Power to amend certain statutory rules
(1) The Governor, on the recommendation of the Minister, may make
regulations amending a statutory rule made by the Governor in the
exercise of a power conferred by any Act.
(2) The Minister may make a recommendation under subsection (1) only
if he or she considers that each amendment proposed to be made by
the regulations is consequential on the enactment, or the proposed
enactment, by the Parliament of the Commonwealth of:
(a) the Australian Securities and Investments Commission Act
1989, or
(b) the Corporations Act 1989, or
(c) an Act amending an Act referred to in paragraph (a) or (b), or
(d) the new ASIC Act, or
(e) the new Corporations Act.
(3) Nothing in this section prevents a statutory rule from being amended
otherwise than by regulations made under this section, including an
amendment of a kind referred to in subsection (2).
23 Rules of the Supreme Court
(1) Rule of court may be made under the Supreme Court Act 1970:
(a) with respect to proceedings, and the practice and procedure, of
that Court under the Corporations legislation, and
(b) with respect to any matter or thing that is:
(i) required or permitted by the Corporations legislation to
be prescribed by rules within the meaning of the
Corporations legislation, or
(ii) necessary or convenient to be prescribed by such rules
for carrying out or giving effect to the Corporations
legislation, and
(c) without limitation, with respect to costs, and with respect to
rules as to meetings ordered by that Court.
Page 23
Clause 23 Corporations (Ancillary Provisions) Bill 2001
Part 4 General
(2) When a lower court of New South Wales is exercising jurisdiction
with respect to matters arising under the Corporations legislation, the
court must apply the rules of court made under subsection (1), with
such alterations as are necessary.
(3) In this section:
Corporations legislation means:
(a) the new Corporations Act, and
(b) the new ASIC Act, and
(c) the regulations made under the new Corporations Act and the
new ASIC Act.
24 ASIC has certain functions and powers
(1) The Minister, or a person authorised in writing by the Minister, may
enter into an agreement or arrangement with ASIC for the performance
of functions or the exercise of powers by ASIC as an agent of the
State, even if those functions or powers are or may be conferred on
another person or body by or under a law of the State.
(2) An agreement or arrangement of a kind referred to in subsection (1)
has effect by force of this section despite any provision of a law of the
State with respect to any function or power that is the subject of the
agreement or arrangement.
Note. Section 11 (9) of the Australian Securities and Investments Commission Act
2001 of the Commonwealth provides that ASIC has, but is not under a duty to
perform, the functions and powers that are the subject of the agreement or
arrangement with the State.
25 Regulations
(1) The Governor may make regulations, not inconsistent with this Act,
for or with respect to any matter that by this Act is required or
permitted to be prescribed or that is necessary or convenient to be
prescribed for carrying out or giving effect to this Act.
(2) Without limiting subsection (1), the regulations may provide that
certain provisions of Part 2 are taken to be modified as set out in the
regulations. Those provisions then have effect as if they were so
modified.
Page 24
Corporations (Ancillary Provisions) Bill 2001 Clause 25
General Part 4
(3) Without limiting subsection (1), the regulations may:
(a) declare a matter to be an excluded matter for the purposes of
section 5F of the new Corporations Act in relation to:
(i) the whole of the Corporations legislation to which Part
1.1A of that Act applies, or
(ii) a specified provision of that legislation, or
(iii) that legislation other than a specified provision, or
(iv) that legislation otherwise than to a specified extent,
(b) declare a provision of a law of the State, or a provision of a law
of the State as amended as specified in the regulations, to be a
Corporations legislation displacement provision for the
purposes of section 5G of the new Corporations Act (either
generally or specifically in relation to a provision of the
Corporations legislation to which Part 1.1A of that Act applies).
(4) Without limiting subsection (1), the regulations may make provision
for or with respect to enabling jurisdiction conferred by or under the
old corporations legislation or the old ASIC legislation or a previous
State corporations law to be exercised by a court of the State, or
confirming that such jurisdiction is exercisable by a court of the State,
including (without limitation) provisions for or with respect to:
(a) conferring jurisdiction on courts of the State, and
(b) the construction of references in the old corporations legislation
or the old ASIC legislation or a previous State corporations law
to Commonwealth authorities and officers, and
(c) the disapplication of provisions of the old corporations
legislation or the old ASIC legislation or a previous State
corporations law, including provisions that contemplate the
administration or enforcement of laws as if they were
Commonwealth laws or that contemplate offences and other
matters as being offences against and matters under
Commonwealth laws, and
(d) the treatment of offences arising under the old corporations
legislation or the old ASIC legislation or a previous State
corporations law (including the specification of penalties), and
(e) prescribing modifications of the old corporations legislation or
the old ASIC legislation or a previous State corporations
law, and
(f) associated, procedural and consequential matters.
Page 25
Clause 25 Corporations (Ancillary Provisions) Bill 2001
Part 4 General
(5) Without limiting subsection (1), the regulations may deal with matters
of a transitional nature relating to the transition from the application of
provisions of the old corporations legislation or a previous State
corporations law to the application of provisions of the new
corporations legislation or the new ASIC legislation.
(6) Any provision of the regulations may be expressed to take effect from
a time that is earlier than the date on which it is published in the
Gazette, not being a time earlier than immediately before the relevant
time.
(7) To the extent to which a provision of a regulation takes effect from a
time that is earlier than the date on which it is published in the Gazette,
the provision does not operate so as:
(a) to affect in a manner prejudicial to any person (other than the
State or an authority of the State), the rights of that person
existing before the date of its publication, or
(b) to impose liabilities on any person (other than the State or an
authority of the State) in respect of anything done or omitted to
be done before the date of its publication.
(8) The regulations have effect despite anything to the contrary in Part 2.
(9) In this section, matters of a transitional nature includes matters of an
application or savings nature.
26 Amendment of Acts
Each Act specified in Schedule 2 is amended as set out in that
Schedule.
27 Savings and transitional provisions consequent on enactment of
Corporations (Consequential Amendments) Act 2001
Schedule 3 has effect.
Page 26
Corporations (Ancillary Provisions) Bill 2001
Table of corresponding references Schedule 1
Schedule 1 Table of corresponding references
(Section 11)
Table
Column 1 Column 2
the Corporations Law of New South Wales the new Corporations Act
the Corporations Regulations of New South the new Corporations Regulations
Wales
an instrument made under the Corporations a corresponding preserved instrument under
Law of New South Wales or the the new corporations legislation
Corporations Regulations of New South
Wales
the Corporations Law the new Corporations Act
the Corporations Regulations the new Corporations Regulations
the Corporations Law of a jurisdiction the new Corporations Act
other than New South Wales that is a
referring State
the Corporations Regulations of a the new Corporations Regulations
jurisdiction other than New South Wales
that is a referring State
an instrument made under the Corporations a corresponding preserved instrument under
Law, or the Corporations Regulations, of a the new corporations legislation
jurisdiction other than New South Wales
that is a referring State
the old ASIC Law Part 3 of the new ASIC Act except to the
extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the ASC Law of New South Wales Part 3 of the new ASIC Act except to the
extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the old ASIC Regulations the new ASIC Regulations made for the
purposes of Part 3 of the new ASIC Act
except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
Page 27
Corporations (Ancillary Provisions) Bill 2001
Schedule 1 Table of corresponding references
Column 1 Column 2
the ASC Regulations of New South Wales the new ASIC Regulations made for the
purposes of Part 3 of the new ASIC Act
except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
an instrument made under the old ASIC a corresponding preserved instrument under
Law or the old ASIC Regulations the new ASIC legislation
an instrument made under the ASC Law of a corresponding preserved instrument under
New South Wales or the ASC Regulations the new ASIC legislation
of New South Wales
the ASIC Law Part 3 of the new ASIC Act except to the
extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the ASC Law Part 3 of the new ASIC Act except to the
extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the ASIC Regulations the new ASIC Regulations made for the
purposes of Part 3 of the new ASIC Act
except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
the ASC Regulations the new ASIC Regulations made for the
purposes of Part 3 of the new ASIC Act
except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
the ASIC Law of a jurisdiction other than Part 3 of the new ASIC Act except to the
New South Wales that is a referring State extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the ASC Law of a jurisdiction other than Part 3 of the new ASIC Act except to the
New South Wales that is a referring State extent to which that Part operates in relation to
a contravention of Part 2 of that Act
the ASIC Regulations of a jurisdiction other the new ASIC Regulations made for the
than New South Wales that is a referring purposes of Part 3 of the new ASIC Act
State except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
the ASC Regulations of a jurisdiction other the new ASIC Regulations made for the
than New South Wales that is a referring purposes of Part 3 of the new ASIC Act
State except to the extent to which they operate in
relation to a contravention of Part 2 of that
Act
Page 28
Corporations (Ancillary Provisions) Bill 2001
Table of corresponding references Schedule 1
Column 1 Column 2
an instrument made under the ASIC Law, or a corresponding preserved instrument under
the ASIC Regulations, of a jurisdiction the new ASIC legislation
other than New South Wales that is a
referring State
an instrument made under the ASC Law, or a corresponding preserved instrument under
the ASC Regulations, of a jurisdiction other the new ASIC legislation
than New South Wales that is a referring
State
Page 29
Corporations (Ancillary Provisions) Bill 2001
Schedule 2 Amendment of Acts
Schedule 2 Amendment of Acts
(Section 26)
2.1 Companies (Application of Laws) Act 1981 No 122
[1] Section 6 Application of Commonwealth Act
Insert "as in force on 31 December 1990" after "Commonwealth Act".
[2] Section 7 Application of company regulations
Omit "for the time being". Insert instead "on 31 December 1990".
2.2 Corporations (New South Wales) Act 1990 No 83
[1] Section 7 Application in New South Wales of the Corporations Law
Omit "for the time being".
Insert instead "immediately before the repeal of that section".
[2] Section 8 Application of regulations
Omit "for the time being" from section 8 (1).
Insert instead ", immediately before the repeal of the Corporations Act,".
[3] Section 8 (1)
Omit "the Corporations Act". Insert instead "that Act".
[4] Section 12 References to Corporations Law, and Corporations
Regulations, of other jurisdictions
Omit "as in force for the time being" from section 12 (2).
[5] Section 12 (3)
Omit "in force for the time being".
Page 30
Corporations (Ancillary Provisions) Bill 2001
Amendment of Acts Schedule 2
[6] Section 31 Functions and powers conferred on Commonwealth
authorities
Insert after section 31 (4):
(5) A Commonwealth law applying because of section 29 or 30
applies as if it did not contain any provision empowering a
Minister of State for the Commonwealth to give any directions
in relation to the performance of a function or the exercise of
a power conferred by subsection (1) or (2).
[7] Section 33 Restriction of functions and powers of State authorities and
officers
Omit the section.
[8] Section 37 Functions and powers conferred on Commonwealth
authorities
Insert after section 37 (4):
(5) A Commonwealth law applying because of section 35 or 36
applies as if it did not contain any provision empowering a
Minister of State for the Commonwealth to give any directions
in relation to the performance of a function or the exercise of
a power conferred by subsection (1) or (2).
[9] Section 39 Restriction of functions and powers of State authorities and
officers
Omit the section.
[10] Section 58 Application in New South Wales of the ASIC Act
Insert "as in force immediately before its repeal" after "Act" in
section 58 (1).
[11] Section 59 Application of regulations
Omit "for the time being".
Insert instead ", immediately before the repeal of the ASIC Act,".
[12] Section 59
Omit "the ASIC Act". Insert instead "that Act".
Page 31
Corporations (Ancillary Provisions) Bill 2001
Schedule 2 Amendment of Acts
[13] Section 64 References to ASIC Law, and ASIC Regulations, of another
jurisdiction
Omit "in force for the time being" from section 64 (3).
[14] Section 67 Agreements and arrangements
Omit the section.
[15] Section 68 Conferral of other functions and powers for purposes of law
in New South Wales
Omit section 68 (b).
[16] Section 69 Directions by Commonwealth Minister
Omit the section.
[17] Section 85 National scheme laws prevail over co-operative scheme
laws
Insert "or the Corporations legislation" after "in so far as the national
scheme laws" in section 85 (1).
[18] Section 85 (4)
Insert after section 85 (3):
(4) In this section:
Corporations legislation means the Corporations legislation to
which Part 1.1A of the Corporations Act 2001 of the
Commonwealth applies.
[19] Section 87 Effect of sections 85 and 86
Insert after section 87 (2):
(3) The amendment of the Companies (Application of Laws) Act
1981 by Schedule 2.1 to the Corporations (Ancillary
Provisions) Act 2001 does not revive, or otherwise affect the
exclusion of, the provisions referred to in section 18 (1) of the
Companies (Application of Laws) Act 1981.
Page 32
Corporations (Ancillary Provisions) Bill 2001
Amendment of Acts Schedule 2
(4) The amendment of the Securities Industry (Application of
Laws) Act 1981 by Schedule 2.5 to the Corporations
(Ancillary Provisions) Act 2001 does not revive, or otherwise
affect the exclusion of, the provisions referred to in section 16
(1) of the Securities Industry (Application of Laws) Act 1981.
[20] Part 13 Transitional
Insert after Division 7:
Division 8 Functions of Commonwealth authorities and
officers of the Commonwealth
96B Definitions
In this Division:
function includes a power.
old corporations legislation has the same meaning as in the
Corporations (Ancillary Provisions) Act 2001.
perform includes exercise.
96C Functions of Commonwealth authorities and officers of the
Commonwealth
If a Commonwealth authority or an officer of the
Commonwealth has a function expressed to be conferred on the
authority or officer by or under the old corporations legislation,
the authority or officer is not under a duty to perform that
function.
2.3 Futures Industry (Application of Laws) Act 1986 No 66
[1] Section 5 Application of Commonwealth Act
Insert "as in force on 31 December 1990" after "Commonwealth Act".
[2] Section 6 Application of Futures Industry Regulations
Omit "for the time being". Insert instead "on 31 December 1990".
Page 33
Corporations (Ancillary Provisions) Bill 2001
Schedule 2 Amendment of Acts
2.4 Jurisdiction of Courts (Cross-vesting) Act 1987 No 125
Section 3A
Insert after section 3:
3A Corporations Act of the Commonwealth
This Act does not apply to the jurisdiction of courts with which
Division 1 of Part 9.6A of the Corporations Act 2001 of the
Commonwealth deals.
2.5 Securities Industry (Application of Laws) Act 1981 No 61
[1] Section 6 Application of Securities Industry Act
Insert "as in force on 31 December 1990" after "Commonwealth Act".
[2] Section 7 Application of Securities Industry Regulations
Omit "for the time being". Insert instead "on 31 December 1990".
2.6 Subordinate Legislation Act 1989 No 146
Schedule 4 Excluded instruments
Insert after item 23:
24 Regulations under the Corporations (Ancillary
Provisions) Act 2001.
Page 34
Corporations (Ancillary Provisions) Bill 2001
Savings and transitional provisions consequent on enactment of Schedule 3
Corporations (Consequential Amendments) Act 2001
Schedule 3 Savings and transitional provisions
consequent on enactment of Corporations
(Consequential Amendments) Act 2001
(Section 27)
1 Definition
In this Schedule, amending Act means the Corporations
(Consequential Amendments) Act 2001.
2 Winding up of bodies that have not been completed
(1) This clause applies to the winding up of a body that was commenced
(but has not been completed) before the commencement of a relevant
amendment.
(2) Any law that would have applied to a winding up of a body to which
this clause applies continues to apply to that winding up as if this Act
and the amending Act had not been enacted.
(3) This clause does not apply in respect of proceedings for the winding
up of a body that is taken to be undertaken under the new Corporations
Act by Chapter 10 of that Act.
(4) In this clause, relevant amendment means an amendment (or
amendments) made to an Act or Regulation by the amending Act in
respect of the winding up of a body (or class of bodies).
3 Orders or directions to register as company
(1) Any direction of the Minister made under section 56 of the
Associations Incorporation Act 1984 for an incorporated association
to become registered as a company under the Corporations Law that
is in force immediately before the commencement of the amendment
of that section made by the amending Act has effect as if it were made
under section 56 as amended by the amending Act.
Page 35
Corporations (Ancillary Provisions) Bill 2001
Schedule 3 Savings and transitional provisions consequent on enactment of
Corporations (Consequential Amendments) Act 2001
(2) An order of the Supreme Court made under section 98 of the Co-
operatives Act 1992 directing a co-operative to become registered as
a company under the Corporations Law that is in force immediately
before the commencement of amendment made to that section by the
amending Act has effect as if it were an order made under section 98
(as amended) directing the co-operative to become registered as a
company under the new Corporations Act.
4 Application of Interpretation Act 1987 to amendments to statutory rules
Sections 39, 40 and 41 of the Interpretation Act 1987 do not apply to
any amendments to statutory rules made by the amending Act.
5 Effect of amendment on regulations
Except where expressly provided to the contrary, any regulation made
under an Act amended by the amending Act, that is in force
immediately before the commencement of the amendment, is taken to
have been made under the Act as amended.
6 Savings and transitional regulations
For the avoidance of doubt, section 25 of this Act extends to the
making of regulations containing provisions of a savings or transitional
nature consequent on the enactment of the amending Act.
Page 36
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