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CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006 - SECT 700.1

Dictionary

    In this Act:

"AAT" means the Administrative Appeals Tribunal.

"ABN" (short for Australian Business Number) has the meaning given by section   41 of the A New Tax System (Australian Business Number) Act 1999 .

"Aboriginal and Torres Strait Islander corporation" has the meaning given by section   16 - 5.

"Aboriginal and Torres Strait Islander corporation affected" by a contravention of a civil penalty provision means the Aboriginal and Torres Strait Islander corporation to which the conduct that constituted the contravention relates.

"Aboriginal and Torres Strait Islander Corporations legislation" means:

  (a)   this Act; and

  (b)   except in Subdivision   586 - D--rules of court made by the Federal Court, the Supreme Court of the Australian Capital Territory, or Judges of the Federal Circuit and Family Court of Australia (Division   1), because of a provision of this Act; and

  (c)   except in Subdivision   586 - D--rules of court applied by the Supreme Court, or a State Family Court, of a State, or by the Supreme Court of the Northern Territory when exercising jurisdiction conferred by Division   586 (including jurisdiction conferred by virtue of any previous application or applications of this paragraph).

"Aboriginal and Torres Strait Islander person" means the following:

  (a)   an Aboriginal person;

  (b)   a Torres Strait Islander;

  (c)   an Aboriginal and Torres Strait Islander person;

  (d)   a Torres Strait Islander and Aboriginal person;

  (e)   an Aboriginal and Torres Strait Islander corporation;

  (f)   a body corporate prescribed by name in the regulations for the purposes of this paragraph;

  (g)   a body corporate that falls within a class of bodies specified in the regulations for the purposes of this paragraph;

  (h)   a body corporate in which a controlling interest is held by any, or all, of the following persons:

  (i)   Aboriginal persons;

  (ii)   Torres Strait Islanders;

  (iii)   Aboriginal and Torres Strait Islander persons;

  (iv)   Torres Strait Islander and Aboriginal persons.

"Aboriginal person" means a person of the Aboriginal race of Australia.

"accounting standard" means:

  (a)   a standard in force under section   334 of the Corporations Act; or

  (b)   a provision of such a standard as it so has effect.

"act" includes a thing.

"administrator" :

  (a)   in relation to an Aboriginal and Torres Strait Islander corporation but not in relation to a deed of corporation arrangement:

  (i)   means an administrator of the corporation appointed under Part   5.3A of the Corporations Act (as applied by section   521 - 1 of this Act); and

  (ii)   if 2 or more persons are appointed under that Part as administrators of the corporation--has a meaning affected by paragraph   451A(2)(b) of that Act as so applied; or

  (b)   in relation to a deed of corporation arrangement:

  (i)   means an administrator of the deed appointed under Part   5.3A of the Corporations Act (as applied by section   521 - 1 of this Act); and

  (ii)   if 2 or more persons are appointed under that Part as administrators of the deed--has a meaning affected by paragraph   451B(2)(b) of that Act as so applied; or

  (c)   in relation to a body corporate (other than an Aboriginal and Torres Strait Islander corporation) but not in relation to a deed of company arrangement:

  (i)   means an administrator of the body or entity appointed under Part   5.3A of the Corporations Act; and

  (ii)   if 2 or more persons are appointed under that Part as administrators of the body or entity--has a meaning affected by paragraph   451A(2)(b) of the Corporations Act; or

  (d)   in relation to a deed of company arrangement:

  (i)   means an administrator of the deed appointed under Part   5.3A of the Corporations Act; and

  (ii)   if 2 or more persons are appointed under that Part as administrators of the deed--has a meaning affected by paragraph   451B(2)(b) of the Corporations Act.

"affairs" of a body corporate (including an Aboriginal and Torres Strait Islander corporation) include:

  (a)   the promotion or formation of the body; and

  (b)   the membership of the body; and

  (c)   the control of the body; and

  (d)   the body's business, trading, transactions and dealings (whether alone or jointly with any other person or persons and including transactions and dealings as agent, bailee or trustee); and

  (e)   the body's property (whether held alone or jointly with any other person or persons and including property held as agent, bailee or trustee); and

  (f)   the body's liabilities (including liabilities owed jointly with any other person or persons and liabilities as trustee); and

  (g)   the body's profits and other income, receipts, losses, outgoings and expenditure; and

  (h)   if the body is a trustee but not a licensed trustee company within the meaning of the Corporations Act or the Public Trustee of a State or Territory (without limiting the generality of paragraphs   (a) to (g))--matters concerned with:

  (i)   the ascertainment of the identity of the persons who are beneficiaries under the trust; and

  (ii)   their rights under the trust; and

  (iii)   any payments that they have received, or are entitled to receive, under the terms of the trust; and

  (i)   the body's internal management and proceedings; and

  (j)   any act or thing done (including any contract made and any transaction entered into) by or on behalf of the body, or to or in relation to the body or its business, operations or property, at a time when:

  (i)   a receiver, or a receiver and manager, is in possession of, or has control over, property of the body; or

  (ii)   if the body is an Aboriginal and Torres Strait Islander corporation--the body is under special administration; or

  (iii)   the corporation is under administration; or

  (iv)   a deed of company arrangement, or deed of corporation arrangement, executed by the body has not yet terminated; or

  (iva)   the body is under restructuring; or

  (ivb)   a restructuring plan made by the body has not yet terminated; or

  (v)   a compromise or arrangement made between the body and any other person or persons is being administered; or

  (vi)   the body is being wound up; and

  (k)   without limiting paragraph   (j), any conduct of:

  (i)   such a receiver; or

  (ii)   such a receiver and manager; or

  (iii)   such a special administrator of the body; or

  (iv)   such an administrator of the body; or

  (v)   an administrator of such a deed of company arrangement or corporation arrangement; or

  (va)   such a restructuring practitioner for the body; or

  (vb)   a restructuring practitioner for such a restructuring plan; or

  (vi)   a person administering such a compromise or arrangement; or

  (vii)   a liquidator or provisional liquidator of the body; and

  (l)   the ownership of shares in, debentures of, and interests in a managed investment scheme made available by, the body; and

  (m)   the power of persons:

  (i)   to exercise, or to control the exercise of, the rights to vote attached to shares in the body; or

  (ii)   to dispose of, or to exercise control over the disposal of, such shares; and

  (n)   if the body is an Aboriginal and Torres Strait Islander corporation--the power of persons to exercise, or to control the exercise of, the rights to vote attached to membership of the corporation; and

  (o)   matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the body or are or have been able to control or materially to influence the policy of the body; and

  (p)   the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests in a managed investment scheme made available by, the body; and

  (q)   where the body has made available interests in a managed investment scheme--any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and

  (r)   matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in a preceding paragraph.

"age of members requirement" has the meaning given by section   29 - 10.

"AGM" means an annual general meeting of an Aboriginal and Torres Strait Islander corporation.

"amount" includes a nil amount and zero.

"applied provision" means a provision of the Corporations Act that is applied in relation to Aboriginal and Torres Strait Islander corporations by a provision of this Act.

"approved form" has the meaning given by paragraph   638 - 1(6)(b).

"ASIC" means the Australian Securities and Investments Commission.

"associate" has the meaning given by Division   686.

"audit" means an audit conducted for the purposes of this Act.

"audit company" means a company that consents to be appointed, or is appointed, as auditor of an Aboriginal and Torres Strait Islander corporation.

"audited body" , in relation to an audit of an Aboriginal and Torres Strait Islander corporation, means the corporation in relation to which the audit is, or is to be, conducted.

"audit firm" means a firm that consents to be appointed, or is appointed, as auditor of an Aboriginal and Torres Strait Islander corporation.

"auditing standard" means:

  (a)   a standard in force under section   336 of the Corporations Act; or

  (b)   a provision of such a standard as it so has effect.

"auditor independence requirements of this Act" means the requirements of:

  (a)   Subdivision   339 - D; and

  (b)   the regulations made for the purposes of that Subdivision; and

  (c)   the Corporations Act auditor independence provisions as applied by section   339 - 75 of this Act.

"Australia" , when used in a geographical sense, does not include an external Territory.

Note:   Section   2B of the Acts Interpretation Act 1901 would otherwise provide that Australia included the Territory of Christmas Island and the Territory of Cocos (Keeling) Islands.

"Australian ADI" means:

  (a)   an ADI (short for authorised deposit - taking institution) within the meaning of the Banking Act 1959 ; and

  (b)   a person who carries on State banking within the meaning of paragraph   51(xiii) of the Constitution.

"Australian Capital Territory" includes the Jervis Bay Territory.

"authorised audit company" means a company registered under Part   9.2A of the Corporations Act.

"authorised disclosure" has the meaning given by subsections   604 - 25(3), (4) and (7).

"authorised officer" means a person appointed by the Registrar under section   447 - 1 for the purposes of a provision in which the expression occurs.

"authorised use or disclosure" has the meaning given by subsections   604 - 25(1) and (2).

"benefit" means any benefit, whether by way of payment of cash or otherwise.

"body" means a body corporate or an unincorporated body and includes, for example, a society or association.

"body corporate" includes a body corporate that is being wound up or has been dissolved.

"books" includes:

  (a)   a register; and

  (b)   any other record of information; and

  (c)   financial reports or financial records; and

  (d)   a document;

however compiled, recorded or stored.

"business affairs" of an entity has a meaning affected by sections   694 - 15, 694 - 20, 694 - 25 and 694 - 30.

"business judgment" has the meaning given by subsection   265 - 1(3).

"Business Names Register" means the Register established and maintained under section   22 of the Business Names Registration Act 2011.

"cause" includes procure.

"certified" means:

  (a)   in relation to a copy of, or extract from, a document--certified by a statement in writing to be a true copy of, or extract from, the document; or

  (b)   in relation to a translation of a document--certified by a statement in writing to be a correct translation of the document into English.

"changed" , in relation to an Aboriginal and Torres Strait Islander corporation's constitution, has the meaning given by subsection   69 - 10(1).

"Chapter 5 body corporate" has the same meaning as in the Corporations Act 2001 .

"child" : without limiting who is a child of a person for the purposes of this Act, someone is the child of a person if he or she is a child of the person within the meaning of the Family Law Act 1975 .

"civil matter" means a matter other than a criminal matter.

"civil penalty order" means any of the following:

  (a)   a declaration of contravention under section   386 - 1;

  (b)   a pecuniary penalty order under section   386 - 10;

  (c)   a compensation order under section   386 - 15;

  (d)   an order under section   279 - 15 disqualifying a person from managing corporations.

"civil penalty provision" has the meaning given by subsection   386 - 1(1).

"closely-held subsidiary" has the meaning given by subsection   287 - 5(2).

"coastal sea" means:

  (a)   the territorial sea of Australia; and

  (b)   the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;

and includes the airspace over, and the sea - bed and subsoil beneath, any such sea.

"common law holder" has the same meaning as in the Native Title Act.

"Commonwealth authority" means an authority or other body (whether incorporated or not) that is established or continued in existence by or under an Act.

"Commonwealth body" has the same meaning as in the Commonwealth Registers Act 2020 .

"Commonwealth Registrar" has the meaning given by section   694 - 120.

"company" means a body registered as a company under the Corporations Act.

"connected entity" of a corporation means:

  (a)   a body corporate that is, or has been, related to the corporation; or

  (b)   an entity that is, or has been, connected (as defined by section   694 - 45) with the corporation.

"consolidated entity" means an Aboriginal and Torres Strait Islander corporation together with all the entities it is required to include in a consolidated financial report.

"constitution" has the meaning given by subsection   69 - 1(2).

"constitutional change" has the meaning given by subsection   69 - 10(2).

"contributory" of an Aboriginal and Torres Strait Islander corporation means:

  (a)   a person liable as a member, or past member, to contribute to the property of the corporation if it is wound up; and

  (b)   before the final determination of the persons who are contributories because of paragraph   (a)--a person alleged to be such a contributory.

"control" has the meaning given by section   689 - 25.

" Corporations Act" means the Corporations Act 2001 .

" Corporations Act administration provisions" has the meaning given by subsection   521 - 1(4).

" Corporations Act auditor independence provisions" has the meaning given by subsection   339 - 75(4).

" Corporations Act corporation" means a corporation within the meaning of the Corporations Act 2001 .

" Corporations Act employees' entitlements provisions" has the meaning given by subsection   536 - 1(3).

" Corporations Act insolvent trading and creditor-defeating disposition provisions" has the meaning given by subsection   531 - 1(3).

" Corporations Act pre-winding up provisions" has the meaning given by subsection   526 - 40(3).

" Corporations Act receiver provisions" has the meaning given by subsection   516 - 1(3).

Corporations Act restructuring provisions has the meaning given by subsection   "522" - 1(4).

" Corporations Act winding up provisions" has the meaning given by subsection   526 - 35(3).

"court" has the meaning given by section   694 - 35.

"Court" has the meaning given by section   694 - 35.

"court of summary jurisdiction" means any justice or justices of the peace or other magistrate sitting as a court for the making of summary orders or the summary punishment of offences:

  (a)   under a law of the Commonwealth or of a State or Territory; or

  (b)   by virtue of his or her commission or their commissions.

"cover the matters provided for in the replaceable rules" , in relation to the internal governance rules of an Aboriginal and Torres Strait Islander corporation, has the meaning given by section   66 - 5.

"current reporting obligations" has the meaning given by subsection   358 - 10(1).

"daily newspaper" means a newspaper that is ordinarily published on each day that is a business day in the place where the newspaper is published (whether or not the newspaper is ordinarily published on other days).

"data standards" means standards made by the Registrar under section   13 of the Commonwealth Registers Act 2020 to the extent that they relate to the Registrar's functions or powers in connection with this Act.

"deed" includes a document having the effect of a deed.

"deed of corporation arrangement" means:

  (a)   a deed of corporation arrangement executed under Part   5.3A of the Corporations Act (as applied by section   521 - 1 of this Act); or

  (b)   such a deed as varied and in force from time to time.

"Deputy Registrar" means a Deputy Registrar of Aboriginal and Torres Strait Islander Corporations appointed under section   653 - 5.

"deregistered" , in relation to an Aboriginal and Torres Strait Islander corporation, means deregistered under Chapter   12.

"director" has the meaning given by section   683 - 1.

"director identification number" means a director identification number given under:

  (a)   section   308 - 5; or

  (b)   section   1272 of the Corporations Act 2001 .

"directors' meeting" means a meeting of directors of an Aboriginal and Torres Strait Islander corporation.

"directors' statement" has the meaning given by subsection   69 - 20(5).

"document access address" for an Aboriginal and Torres Strait Islander corporation means the address that is the corporation's document access address under section   42 - 20 or Division   115.

"document that has been lodged" has the meaning given by subsection   404 - 1(2).

"eligible officer" has the meaning given by section   308 - 15.

"employee" of an Aboriginal and Torres Strait Islander corporation includes a contact person for the corporation (regardless of the basis on which the person is appointed as contact person).

"entity" : for the purposes of Part   6 - 6, an entity is any of the following:

  (a)   a body corporate;

  (b)   a partnership;

  (c)   an unincorporated body;

  (d)   an individual;

  (e)   for a trust that has only 1 trustee--the trustee;

  (f)   for a trust that has more than 1 trustee--the trustees together.

Otherwise, entity has the meaning given by section   694 - 40.

"examinable affairs" of an Aboriginal and Torres Strait Islander corporation means:

  (a)   the promotion, formation, management, administration, restructuring or winding up of the corporation; or

  (b)   any other affairs of the corporation (including anything that is included in the corporation's affairs because of the definition of affairs in this section); or

  (c)   the business affairs of a connected entity of the corporation, in so far as they are, or appear to be, relevant to:

  (i)   the corporation; or

  (ii)   anything that is included in the corporation's examinable affairs because of paragraph   (a) or (b).

"examinable assets and liabilities" of an entity means all of the following:

  (a)   the entity's property and assets:

  (i)   whether present or future; and

  (ii)   whether held alone or jointly with any other person or persons; and

  (iii)   whether or not held as agent, bailee or trustee;

  (b)   the entity's liabilities:

  (i)   whether present or future; and

  (ii)   whether actual or contingent; and

  (iii)   whether owed alone or jointly with any other person or persons; and

  (iv)   whether or not owed as trustee.

"examinable operations" of an entity means all of the following:

  (a)   the entity's business, trading, transactions and dealings:

  (i)   whether alone or jointly with any other entity or entities; and

  (ii)   whether or not as agent, bailee or trustee;

  (b)   the entity's profits, income and receipts;

  (c)   the entity's losses, outgoings and expenditure.

"excluded winding up provisions" of the Corporations Act has the meaning given by subsection   526 - 35(3).

"expert" , in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter.

"extend" , in relation to a period:

  (a)   includes further extend; and

  (b)   has a meaning affected by section   694 - 50.

"Federal Court" means the Federal Court of Australia.

"financial benefit" has a meaning that is affected by section   293 - 5.

"financial records" includes:

  (a)   invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

  (b)   documents of prime entry; and

  (c)   working papers and other documents needed to explain:

  (i)   the methods by which a financial report is made up; and

  (ii)   adjustments to be made in preparing a financial report.

"financial report" means a financial report prepared under Chapter   7.

"financial year" has the meaning given by subsections   333 - 5(4), (4A) and (5).

"general law" means the principles and rules of the common law and equity.

"general meeting" means a general meeting of the members of an Aboriginal and Torres Strait Islander corporation.

"general report" means a report that section   330 - 1 requires an Aboriginal and Torres Strait Islander corporation to prepare.

"giving a financial benefit" has the meaning given by section   293 - 5.

"giving information" has a meaning affected by section   694 - 1.

"have" , in relation to information, includes be in possession of the information.

"holding body corporate" , in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary.

"ICN" : see Indigenous Corporation Number .

"Indigeneity requirement" has the meaning given by section   29 - 5.

"Indigenous Corporation Number" or ICN means the number given by the Registrar to an Aboriginal and Torres Strait Islander corporation on registration under subsection   26 - 1(2).

"individual auditor" means an individual who consents to be appointed, or is appointed, as auditor of an Aboriginal and Torres Strait Islander corporation.

"information" includes complaint.

"insolvent" has the meaning given by subsection   694 - 80(2).

"internal governance framework rules" has the meaning given by subsection   72 - 5(7).

"internal governance rules" has the meaning given by section   63 - 1.

"internal governance rules requirements" means the requirements set out in Division   66.

"involved in" , in relation to a contravention, has the meaning given by section   694 - 55.

"Judge" means a judge of the Court.

"judgment" means a judgment, decree or order, whether final or interlocutory.

"lead auditor" has the meaning given by subsection   339 - 20(1).

"lodge" means lodge with the Registrar.

"lower court" means a court of a State or Territory that is not a superior court.

"member" of an Aboriginal and Torres Strait Islander corporation has the meaning given by section   138 - 1.

"minimum number of members requirement" has the meaning given by section   29 - 1.

"modifications" includes additions, omissions and substitutions.

"money" includes a payment order.

"name requirement" means a requirement under section   85 - 1.

"national newspaper" means a daily newspaper that circulates generally in each State and each internal Territory.

"native title" has the same meaning as in the Native Title Act.

"Native Title Act" means the Native Title Act 1993.

"Native Title legislation" means:

  (a)   the Native Title Act and any regulations made under that Act; and

  (b)   a prescribed law, or a prescribed provision of a law, of the Commonwealth or of a State or Territory.

"Native Title legislation obligations" means the following obligations imposed by the Native Title legislation on a registered native title body corporate:

  (a)   an obligation to consult with the common law holders of native title;

  (b)   an obligation to act in accordance with the directions of the common law holders of native title;

  (c)   an obligation to act only with the consent of the common law holders of native title;

  (d)   an obligation to take any other action in relation to the common law holders of native title.

"negotiable instrument" , in relation to an Aboriginal and Torres Strait Islander corporation, means:

  (a)   a bill of exchange, promissory note, cheque or other negotiable instrument; or

  (b)   an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or

  (c)   a letter of credit;

of, or purporting to be issued or signed by or on behalf of, the corporation.

"observer" means a person appointed under section   158 - 5.

"offence against this Act" includes an offence against Chapter   7 of the Criminal Code that relates to this Act.

"officer" of an Aboriginal and Torres Strait Islander corporation has the meaning given by section   683 - 1.

"officer of the Commonwealth" has the same meaning as in paragraph   75(v) of the Constitution.

"on behalf of" includes on the instructions of.

"parent" : without limiting who is a parent of a person for the purposes of this Act, someone is the parent of a person if the person is his or her child because of the definition of child in this section.

"party" , in relation to a transaction that has been completed, given effect to, or terminated, includes a person who was a party to the transaction.

"personal information" has the same meaning as in the Privacy Act 1988 .

"person involved in the conduct of an audit" has the meaning given by subsection   339 - 90(6).

"possession" has a meaning affected by section   694 - 60.

"power" includes an authority.

"pre-incorporation requirement" has the meaning given by section   29 - 15.

"premises" includes:

  (a)   a structure, building, aircraft, vehicle or vessel; and

  (b)   any land or place (whether enclosed or built on or not); and

  (c)   a part of a structure, building, aircraft, vehicle or vessel or of such a place.

"proceeding" includes:

  (a)   a proceeding in a court; or

  (b)   a proceeding or hearing before, or an examination by or before, a tribunal;

whether the proceeding, hearing or examination is of a civil, administrative, criminal, disciplinary or other nature.

"procure" includes cause.

"produce" includes (except in Chapter   10) permits access to.

"property" means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action.

"proposed reporting obligations" has the meaning given by subsection   358 - 10(2).

"protected information" has the meaning given by section   604 - 5.

"prove" includes establish in any way (for example, but without limitation, through the operation of a presumption for which this Act or a law of a State or Territory provides).

"provision" of a law includes:

  (a)   a subsection, section, Subdivision, Division, Part or Chapter of the law; and

  (b)   a Schedule, or an item in a Schedule, to the law.

"public authority" means an authority or body (whether a body corporate or not) established or incorporated for a public purpose by a law of the Commonwealth or of a State or Territory and includes a body corporate incorporated under a law of the Commonwealth or of a State or Territory being a body corporate in which the Commonwealth or a State or Territory has a controlling interest.

"public document" has the meaning given by section   694 - 65.

"public money" includes the meaning given by subsection   487 - 10(3).

"receiver and manager" has a meaning affected by section   694 - 70.

"register" means register under this Act.

"registered company auditor" means a person registered as an auditor under Part   9.2 of the Corporations Act.

"registered native title body corporate" has the same meaning as in the Native Title Act.

"registered office" of an Aboriginal and Torres Strait Islander corporation means the office that is the corporation's registered office under section   42 - 15 or Division   112.

"Register of Aboriginal and Torres Strait Islander Corporations" means the register kept under paragraph   418 - 1(a).

"Register of Disqualified Officers" means the register kept under paragraph   418 - 1(b).

"register of former members" means a register provided for in section   180 - 10.

"register of members" means a register provided for in section   180 - 1.

"Registrar" means the Registrar of Aboriginal and Torres Strait Islander Corporations appointed under section   653 - 1.

"Regulatory Powers Act" means the Regulatory Powers (Standard Provisions) Act 2014 .

"related body corporate" , in relation to a body corporate, means a body corporate that is related to the first - mentioned body by virtue of section   689 - 20.

"related party" has the meaning given by section   293 - 1.

"remuneration" of an officer or employee of an Aboriginal and Torres Strait Islander corporation. A benefit given to an officer or employee of an Aboriginal and Torres Strait Islander corporation is remuneration if and only if the benefit, were it received by a director of the corporation, would be remuneration of the director for the purposes of an accounting standard that deals with disclosure in companies' financial reports of information about directors' remuneration. For the purposes of this definition, the following are not officers of a corporation:

  (a)   a receiver, or receiver and manager, of the property of the corporation;

  (b)   an administrator of the corporation;

  (c)   an administrator of a deed of company arrangement executed by the corporation;

  (ca)   a restructuring practitioner for the corporation;

  (cb)   a restructuring practitioner for a restructuring plan made by the corporation;

  (d)   a liquidator of the corporation;

  (e)   a trustee or other person administering a compromise or arrangement made between the corporation and someone else;

  (f)   a special administrator.

"reproduction" , in relation to a document, means a machine - copy of the document or a print made from a negative of the document.

"required to be conducted in accordance with the auditing standards" has the meaning given by section   339 - 15.

"required to comply with the accounting standards" has the meaning given by section   339 - 10.

"restructuring plan" :

  (a)   in relation to an Aboriginal and Torres Strait Islander corporation--means a plan executed by the corporation under Part   5.3B of the Corporations Act (as applied by section   522 - 1 of this Act), or such a plan as varied and in force from time to time; or

  (b)   in relation to a body corporate other than an Aboriginal and Torres Strait Islander corporation--means a plan executed by the body corporate under Part   5.3B of the Corporations Act, or such a plan as varied and in force from time to time.

"restructuring practitioner" :

  (a)   in relation to an Aboriginal and Torres Strait Islander corporation but not in relation to a restructuring plan:

  (i)   means a small business restructuring practitioner for the corporation appointed under Part   5.3B of the Corporations Act (as applied by section   522 - 1 of this Act); and

  (ii)   if 2 or more persons are appointed under that Part as small business restructuring practitioners for the corporation--has a meaning affected by paragraph   456M(2)(b) of that Act as so applied; or

  (b)   in relation to a restructuring plan made by an Aboriginal and Torres Strait Islander corporation:

  (i)   means a small business restructuring practitioner for the plan appointed under Part   5.3B of the Corporations Act (as applied by section   522 - 1 of this Act); and

  (ii)   if 2 or more persons are appointed under that Part as small business restructuring practitioners for the plan--has a meaning affected by paragraph   456N(2)(b) of that Act as so applied; or

  (c)   in relation to a body corporate (other than an Aboriginal and Torres Strait Islander corporation) but not in relation to a restructuring plan:

  (i)   means a small business restructuring practitioner for the body or entity appointed under Part   5.3B of the Corporations Act; and

  (ii)   if 2 or more persons are appointed under that Part as small business restructuring practitioners for the body or entity--has a meaning affected by paragraph   456M(2)(b) of the Corporations Act; or

  (d)   in relation to a restructuring plan made by a body corporate (other than an Aboriginal and Torres Strait Islander corporation):

  (i)   means a small business restructuring practitioner for the plan appointed under Part   5.3B of the Corporations Act; and

  (ii)   if 2 or more persons are appointed under that Part as small business restructuring practitioners for the plan--has a meaning affected by paragraph   456N(2)(b) of the Corporations Act.

"result" includes:

  (a)   when used as a verb--result indirectly; and

  (b)   when used as a noun--an indirect result.

"reviewable decision" has the meaning given by section   617 - 1.

"review auditor" has the meaning given by subsection   339 - 20(2).

"rules" means:

  (a)   rules of the Federal Court; or

  (b)   rules of the Supreme Court of a State or internal Territory;

as the case requires.

"Schedule 2 to the Corporations Act" means Schedule   2 to the Corporations Act 2001 and rules made under that Schedule.

"section 333-5 report" means a report that an Aboriginal and Torres Strait Islander corporation is required to prepare by regulations made for the purposes of section   333 - 5.

"securities" has the meaning given by section   694 - 75.

"senior manager" of an Aboriginal and Torres Strait Islander corporation means a person (other than a director or secretary of the corporation) who:

  (a)   makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or

  (b)   has the capacity to affect significantly the corporation's financial standing.

"solvent" has the meaning given by subsection   694 - 80(1).

"special administrator" means a person appointed under subsection   490 - 1(1).

"special resolution" means, in relation to an Aboriginal and Torres Strait Islander corporation, a resolution:

  (a)   of which notice as set out in paragraph   201 - 35(1)(c) has been given; and

  (b)   that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

"spouse" of a person includes a   de   facto   partner of the person within the meaning of the Acts Interpretation Act 1901 .

"State Family Court" , in relation to a State, means a court of that State to which section   41 of the Family Law Act 1975 applies because of a Proclamation made under subsection   41(2) of that Act.

"State or Territory court" means a court of a State, the Australian Capital Territory or the Northern Territory.

"State or Territory Supreme Court" means the Supreme Court of:

  (a)   a State; or

  (b)   the Australian Capital Territory; or

  (c)   the Northern Territory.

"subsection 586-5(3) proceeding" means a proceeding with respect to a matter referred to in subsection   586 - 5(3).

"subsidiary" , in relation to a body corporate, means a body corporate that is a subsidiary of the first - mentioned body by virtue of Division   689.

"superior court" means the Federal Court of Australia, the Supreme Court of a State or Territory, the Federal Circuit and Family Court of Australia (Division   1) or a State Family Court.

"superior court matter" means a civil matter that this Act clearly intends (for example, by use of the expression the Court ) to be dealt with only by a superior court.

"this Act" includes:

  (a)   the regulations; and

  (b)   any provision of the Corporations Act as applied by a provision of this Act.

"Torres Strait Islander" means a descendant of an Indigenous inhabitant of the Torres Strait Islands.

"unclaimed property" has the meaning given by section   551 - 1.

"under special administration" has the meaning given by section   487 - 25.

"unincorporated body" includes:

  (a)   an unincorporated association; and

  (b)   an unincorporated society.

"wholly-owned subsidiary" , in relation to a body corporate (the holding body corporate ), means a body corporate none of whose members is a person other than:

  (a)   the holding body corporate; or

  (b)   a nominee of the holding body corporate; or

  (c)   a subsidiary of the holding body corporate, being a subsidiary none of whose members is a person other than:

  (i)   the holding body corporate; or

  (ii)   a nominee of the holding body corporate; or

  (d)   a nominee of such a subsidiary.

This Chapter provides for Aboriginal and Torres Strait Islander corporations and their registration.

In particular, it deals with:

  what an Aboriginal and Torres Strait Islander corporation is (see section   16 - 5); and

  the application for registration (see Part   2 - 2); and

  decisions on applications (see Part   2 - 3); and

  registration of small, medium and large corporations (see Part   2 - 4); and

  the effects of registration (see Part   2 - 5).

  (a)   common law rules; and

  (b)   rules in this Act that cannot be replaced by the corporation's constitution; and

  (c)   replaceable rules in this Act that may be modified or replaced by the corporation's constitution; and

  (d)   rules that are in the corporation's constitution.

  (a)   may be required by this Act to be in the constitution; or

  (b)   may be there to modify or replace a replaceable rule; or

  (c)   may be there as a special rule applying to that particular corporation.

This Part deals with the rules in paragraphs   (c) and (d) and refers to them as internal governance rules of the corporation (see section   63 - 1).

The corporation may choose to adopt all or some of the replaceable rules as rules of its internal governance.

The corporation's internal governance rules must comply with the internal governance rules requirements (see Division   66).

There are a number of ways the corporation's constitution may be changed. Any changes must comply with the internal governance rules requirements (see Division   69).

Division   72 deals with other matters concerning constitutions.

  (a)   the registered office of an Aboriginal and Torres Strait Islander corporation that is registered as a large corporation; and

  (b)   the document access address of an Aboriginal and Torres Strait Islander corporation that is registered as a small or medium corporation.

This Part deals with membership of an Aboriginal and Torres Strait Islander corporation.

Division   138 deals with the meaning of member of an Aboriginal and Torres Strait Islander corporation.

Subdivision   141 - B deals with various rules that are imposed on an Aboriginal and Torres Strait Islander corporation concerning membership.

Subdivision   141 - C imposes 1 eligibility requirement for membership but a corporation may impose other such requirements. A registered native title body corporate must include particular eligibility requirements relating to common law holders.

Division   144 deals with how a person becomes a member.

Division   147 deals with member obligations.

Division   150 deals with how a person ceases to be member.

Division   153 provides for different classes of members.

This Part enables an Aboriginal and Torres Strait Islander corporation to have observers of the corporation if observers are provided for in the corporation's constitution.

If the corporation chooses to have observers, the corporation's constitution must also provide for the appointment of observers, their rights and obligations (if any) and how the observers cease to be observers.

This Chapter deals with 2 kinds of meetings that Aboriginal and Torres Strait Islander corporations may have--directors' meetings and general meetings.

This Chapter sets out the rules for those meetings. Some of those rules may be modified or replaced by the corporation's constitution. Others cannot be.

An Aboriginal and Torres Strait Islander corporation may be exempted in part from some of the requirements of this Chapter (see Part   5 - 5).

This Part sets out the rules for holding general meetings. An Aboriginal and Torres Strait Islander corporation is required to hold annual general meetings.

Some of the rules in this Chapter may be modified or replaced by the corporation's constitution. Others cannot be.

An Aboriginal and Torres Strait Islander corporation is required to keep minutes of its general meetings and its directors' meetings and the passing of any resolutions without a meeting.

Minutes may be kept in writing or by means of an audio or video recording.

None of the rules in this Part may be modified or replaced by the corporation's constitution.

This Chapter deals with the officers of an Aboriginal and Torres Strait Islander corporation.

Part   6 - 2 deals with the appointment and remuneration and the cessation of appointment of directors.

Part   6 - 3 deals with the appointment of secretaries and contact persons.

Part   6 - 4 deals with the duties and powers of directors and other officers and employees.

Part   6 - 5 deals with the disqualification of persons from managing Aboriginal and Torres Strait Islander corporations.

Part   6 - 6 deals with related party transactions.

Part   6 - 7 deals with public information about officers of Aboriginal and Torres Strait Islander corporations.

This Part deals with the directors of an Aboriginal and Torres Strait Islander corporation.

Division   243 deals with the minimum and maximum number of directors that a corporation may have.

Divisions   246 and 249 deal with the appointment, resignation and removal of directors.

Division   252 deals with the remuneration of directors.

This Part deals with the secretary and contact person of an Aboriginal and Torres Strait Islander corporation.

An Aboriginal and Torres Strait Islander corporation that is registered as a large corporation must have a secretary.

An Aboriginal and Torres Strait Islander corporation that is registered as a small or medium corporation must have a contact person.

This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of Aboriginal and Torres Strait Islander corporations.

Other duties are imposed by:

  (a)   other provisions of this Act; and

  (b)   the provisions of the Corporations Act that are applied to Aboriginal and Torres Strait Islander corporations; and

  (c)   other laws (including the general law).

A particularly important duty that is imposed on the directors of an Aboriginal and Torres Strait Islander corporation is the obligation imposed by section   588G of the Corporations Act (as applied by section   531 - 1 of this Act) not to incur debts, make distributions to members or enter into uncommercial transactions when the corporation is insolvent.

Division   274 deals with the powers of directors.

This Part deals with the information that an Aboriginal and Torres Strait Islander corporation is required to lodge with the Registrar concerning its officers and contact person (if any).

This information is entered on the Register of Aboriginal and Torres Strait Islander Corporations and is publicly available.

An Aboriginal and Torres Strait Islander corporation must keep particular records (see Part   7 - 2).

An Aboriginal and Torres Strait Islander corporation has to prepare certain reports and lodge them with the Registrar. Division   327 gives an overview of these reporting requirements.

The Registrar may, under Part   7 - 4, make determinations relieving an Aboriginal and Torres Strait Islander corporation, or a class of Aboriginal and Torres Strait Islander corporation, from obligations imposed by Part   7 - 2 or 7 - 3 or by regulations made for the purposes of Part   7 - 2 or 7 - 3. These determinations can also relieve officers and auditors from obligations imposed by this Chapter.

The regulations may modify the operation of Parts   7 - 2 and 7 - 3 (see Part   7 - 7).

Part   7 - 8 deals with the books kept by an Aboriginal and Torres Strait Islander corporation.

This Part sets out:

  the records that an Aboriginal and Torres Strait Islander corporation is required to keep (under Part   4 - 5 the corporation is also required to keep a register of members and a register of former members); and

  how the records are required to be kept.

It also deals with directors' access to the records (see section   322 - 25). Other persons' access to records is dealt with in the following provisions:

  a member may apply to the Court for an order to inspect the records (see section   175 - 1);

  the auditor has a right of access to the records (see section   339 - 85);

  a controller of an Aboriginal and Torres Strait Islander corporation's property (for example, a receiver or receiver and manager) has a right of access to the records (see section   431 of the Corporations Act (as applied by section   516 - 1 of this Act));

  the Registrar has certain powers in relation to the records under Chapter   10.

This Division deals with the financial reports, directors' reports and other reports that the regulations may require an Aboriginal and Torres Strait Islander corporation to prepare.

The Registrar may increase the reporting requirements in respect of an Aboriginal and Torres Strait Islander corporation or a class of Aboriginal and Torres Strait Islander corporation (see Division   336). This may be either by way of requiring an additional report or by way of imposing additional requirements in relation to a report that the regulations require the corporation or corporations to prepare.

The Registrar may exempt an Aboriginal and Torres Strait Islander corporation, or a class of Aboriginal and Torres Strait Islander corporation, from some or all of the reporting requirements (see Part   7 - 4).

An Aboriginal and Torres Strait Islander corporation may be required to have its financial report for a financial year audited (see subsections   333 - 15(1), 336 - 1(7) and 336 - 5(7)).

This Division deals with the conduct of the audit of the financial report and the preparation of the auditor's report in relation to the financial report.

The auditor's report must cover the matters set out in section   339 - 40.

Auditors are required to be independent of the corporations that they are auditing (see Subdivision   339 - D). Auditors also have certain powers and duties (see Subdivision   339 - E).

An Aboriginal and Torres Strait Islander corporation that is required to produce a financial report and a directors' report for a financial year must give members copies of the reports on request.

The corporation must also give members, on request, a copy of the auditor's report if the corporation has to obtain one.

If an Aboriginal and Torres Strait Islander corporation is required by this Act to keep books, the books must be kept at certain places and made available for inspection by the public (see section   376 - 1).

Books, and copies of them, have a certain evidentiary value (see section   376 - 30).

This Chapter provides for the lodging of documents with the Registrar and the registers kept by the Registrar.

Part   9 - 2 deals with lodging of documents and the powers that the Registrar and the court have in relation to lodging documents.

Part   9 - 3 deals with the registers that the Registrar is required to maintain. The 2 most important registers are the Register of Aboriginal and Torres Strait Islander Corporations and the Register of Disqualified Officers. This Part also deals with the obtaining of information from the Registrar and the use and validity of such information.

This Part deals with:

  the form in which documents may be lodged with the Registrar (see Division   404);

  the Registrar's powers in relation to lodgments (see Division   407);

  the court's powers if documents are not lodged (see Division   410).

This Part deals with:

  the registers that the Registrar must keep. These include the Register of Aboriginal and Torres Strait Islander Corporations and the Register of Disqualified Officers (see Division   418);

  the information that may be obtained from the Registrar (see Division   421);

  the validity and use of information so obtained (see Division   424).

This Chapter deals with the regulation of Aboriginal and Torres Strait Islander corporations and enforcement.

Part   10 - 2 of this Chapter deals with the regulation of Aboriginal and Torres Strait Islander corporations by the Registrar.

Part   10 - 3 deals with the enforcement powers available to ensure compliance with the Act etc.

Part   10 - 4 deals with offences relating to the regulatory and enforcement powers.

Part   10 - 5 deals with protection for whistleblowers.

This Part deals with the Registrar's regulatory powers (section   658 - 10 also deals with the Registrar's powers generally).

The Registrar may convene meetings of interested persons to deal with matters affecting one or more Aboriginal and Torres Strait Islander corporations (see section   439 - 5).

The Registrar may also call a general meeting of an Aboriginal and Torres Strait Islander corporation or an AGM (see sections   439 - 10 and 439 - 15).

The Registrar may also issue notices to an Aboriginal and Torres Strait Islander corporation requiring the corporation to comply with the Act or to do a thing specified in the notice.

This Part deals with enforcement powers.

Division   447 deals with the appointment of authorised officers.

Division   450 deals with the purposes for which the powers under this Part may be exercised.

Division   453 deals with the powers to examine books and ask people questions.

Division   456 deals with warrants which may be sought if books asked for have not been produced. Warrants may be applied for in person or by telephone.

This Chapter deals with the various ways in which the management of some or all of the affairs of an Aboriginal and Torres Strait Islander corporation may be assumed by someone other than the directors of the corporation.

There are basically 5 ways in which this can happen:

  (a)   The Registrar may appoint a special administrator for the corporation under Part   11 - 2.

  (b)   A receiver, or another controller, of the corporation's property may be appointed under the provisions of Part   5.2 of the Corporations Act (as applied by Part   11 - 3 of this Act).

  (c)   An administrator for the corporation may be appointed under Part   5.3A of the Corporations Act (as applied by Part   11 - 4 of this Act).

  (ca)   A restructuring practitioner for the corporation may be appointed under Part   5.3B of the Corporations Act (as applied by Part   11 - 4A of this Act).

  (d)   The corporation may be wound up on the grounds set out in Part   11 - 5 of this Act (with the winding up being carried out under Chapter   5 of the Corporations Act as applied by Part   11 - 5 of this Act).

  (a)   Part   11 - 6 applies Divisions   3, 4, 5 and 6 of Part   5.7B of the Corporations Act (which deal with insolvent trading and creditor - defeating dispositions);

  (b)   Part   11 - 7 applies Part   5.8A of the Corporations Act (which deals with employee entitlements).

This Chapter deals with a number of aspects relating to the administration of this Act, namely:

  protection of information (see Part   15 - 2);

  protection of the Registrar and certain other persons from liability in performing duties etc. (see Part   15 - 3);

  review of decisions (see Part   15 - 4);

  fees (see Part   15 - 5);

  the power to make regulations etc. (see Part   15 - 6);

  approved forms (see Part   15 - 7).

This Part deals with the protection of information received by the Registrar and other persons under this Act from unauthorised use or disclosure.

Section   604 - 25 authorises particular uses or disclosures of protected information. These include a use or disclosure that is made for the purposes of this Act (for example, including particular information lodged with the Registrar in a publicly accessible register maintained by the Registrar under section   418 - 1).

This Part deals with review of decisions.

Division   617 sets out which decisions under this Act are reviewable.

Division   620 deals with internal review of a reviewable decision. After this has occurred, a reviewable decision may be reviewed by the AAT.

Division   623 deals with review by the AAT.


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