F2001B00274 — Corporations Regulations 2001

1.0.01 Name of Regulations These Regulations are the Corporations Regulations 2001 . 1.0.02 Definitions Note: A number of expressions used in these Regulations are defined in the Act, including the following: (a) financial product; (b) financial service; (c) managed investment scheme; (d) superannuation entity; (e) trustee. (1) In these Regulations: ACH means Australian Clearing House Pty Limited. Act means the Corporations Act 2001 . agent means a person appointed under subsection 601CG(1) of the Act. approved foreign bank : (a) in relation to a participant of a licensed market, means a bank: (i) established by or under the law of a foreign country; and (ii) in relation to which there is in force an approval given by the market licensee in accordance with its operating rules or by ASIC under the market integrity rules; and (b) in relation to a financial services licensee other than a participant of a licensed market, means a bank: (i) regulated by an overseas regulator; and (ii) in relation to which there is in force an approval given by ASIC for the purposes of this definition. approved form , in relation to a provision of the Act or of these Regulations, means the form that is approved under paragraph 350(1)(b) of the Act for use for that provision. associated provisions , in relation to provisions (the core provisions ) of the relevant old legislation as in force at a particular time, include (but are not limited to): (a) any regulations or other instruments that are or were in force for the purposes of any of the core provisions at that time; and (b) any interpretation provisions that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and (c) any provisions relating to liability (civil or criminal) that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and (d) any provisions that limit or limited, or that otherwise affect or affected, the operation of any of the core provisions at that time (whether or not they also limit or limited, or affect or affected, the operation of other provisions). ASTC means ASX Settlement and Transfer Corporation Pty Limited. ASTC certificate cancellation provisions means the provisions of the ASTC operating rules that deal with: (a) the cancellation of certificates or other documents of title to Division 4 financial products; and (b) matters incidental to the cancellation of those certificates or documents. ASTC ‑ regulated transfer means a transfer of a Division 4 financial product: (a) within the meaning of: (i) Division 4 of Part 7.11 of the Act; and (ii) regulations relating to transfer made for sections 1074A and 1074E of the Act; and (b) that is effected through ASTC; and (c) that, according to the ASTC operating rules, is an ASTC ‑ regulated transfer. benefit fund has the meaning given by section 16B of the Life Insurance Act 1995 . building society has the same meaning as in section 16 of the RSA Act. capital guaranteed , for a superannuation product or an RSA, means that the contributions and accumulated earnings may not be reduced by a negative investment return or a reduction in the value of an asset in which the product is invested. capital guaranteed fund means a public offer superannuation fund, or a sub ‑ fund of a public offer superannuation fund, that has the following characteristics: (a) its investments comprise 1 or more of the following only: (i) deposits with an ADI; (ii) investments in a capital guaranteed superannuation product or RSA; (b) the contributions and accumulated earnings of its members cannot be reduced by negative investment returns (within the meaning of subregulation 5.01(1) of the SIS Regulations) or by any reduction in the value of its assets. capital guaranteed member means a member whose interest in a public offer superannuation fund is fully invested in a capital guaranteed fund. carbon abatement contract has the same meaning as in the Carbon Credits (Carbon Farming Initiative) Act 2011 . cash management trust interest means an interest that: (a) is an interest in a registered scheme or a notified foreign passport fund; and (b) relates to an undertaking of the kind commonly known as a cash management trust. client money reporting infringement notice : see regulation 7.8.05A. client money reporting infringement notice period : see regulation 7.8.05A. CPI means the Consumer Price Index number (being the weighted average of the 8 capital cities) published by the Australian Bureau of Statistics. Division 3 asset means: (a) shares mentioned in paragraph 1073A(1)(a) of the Act; or (b) debentures mentioned in paragraph 1073A(1)(b) of the Act; or (c) interests in a registered scheme mentioned in paragraph 1073A(1)(c) of the Act; or (ca) a CGS depository interest mentioned in paragraph 1073A(1)(da) of the Act; or (d) securities mentioned in paragraph 1073A(1)(e) of the Act. Division 3 rights means: (a) rights mentioned in paragraph 1073A(1)(d) of the Act; and (b) rights related to securities mentioned in paragraph 1073A(1)(e) of the Act. Division 3 securities means Division 3 assets and Division 3 rights. Division 4 financial product has the meaning given by regulation 7.11.03. enduring power of attorney means an enduring power of attorney that complies with a law of a State or Territory. Exchange body means: (a) Australian Stock Exchange Limited; or (b) a subsidiary of Australian Stock Exchange Limited. financial business means a business that: (a) consists of, or includes, the provision of financial services; or (b) relates wholly or partly to the provision of financial services. form means an approved form or a prescribed form. friendly society has the meaning given by section 16C of the Life Insurance Act 1995 . friendly society funeral product : see subregulation 7.6.01(7). FSR commencement means the commencement of item 1 of Schedule 1 to the Financial Services Reform Act 2001 . funeral services entity : see subregulation 7.6.01(7). generic MySuper product : a class of beneficial interest in a superannuation entity is a generic MySuper product if: (a) the superannuation entity is a regulated superannuation fund; and (b) the RSE licensee of the fund is authorised to offer that class of beneficial interest in the fund as a MySuper product under section 29T of the SIS Act; and (c) the RSE licensee of the fund is not authorised to offer that class of beneficial interest in the fund as a MySuper product because section 29TA or 29TB of the SIS Act is satisfied in relation to the class. income stream financial product means an annuity or other facility that is a financial product which provides an income stream, including: (a) an income stream that is an investment life insurance product; or (b) an income designated under section 9 of the Social Security Act 1991 or section 5H of the Veterans’ Entitlements Act 1986 ; but does not include any of the following: (c) a financial product under paragraph 764A(1)(ba) of the Act; (d) anything that is not a financial product under section 765A of the Act; (e) available money; (f) deposit money; (g) a managed investment product; (ga) a foreign passport fund product; (h) a security; (i) a loan that has not been repaid in full; (j) gold, silver or platinum bullion. Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSAs are not income stream financial products. investment ‑ based financial product means: (a) a financial product under section 763B of the Act; or (b) a financial product under paragraph 764A(1)(ba), (bb) or (j) of the Act; or (c) a financial product under paragraph 764A(1)(m) of the Act that is specified to be an investment ‑ based financial product; or (d) a security; or (e) a managed investment product; or (f) an investment life insurance product; or (g) a deposit product; or (ga) a carbon unit; (gb) an Australian carbon credit unit; (gc) an eligible international emissions unit; but does not include any of the following: (h) anything that is not a financial product under section 765A of the Act; (i) an income stream financial product. Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSAs are not income stream financial products. Lloyd’s has the same meaning as in the Insurance Act 1973 . medical indemnity insurance product means an arrangement: (a) under which medical indemnity cover is provided to: (i) a medical practitioner as defined in section 4 of the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 ; or (ii) a registered health professional prescribed by regulations made under the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 for the purposes of a provision of Part 3 of that Act; and (b) to which the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 applies. minor fee , for a standard margin lending facility, means a fee or cost for the facility that: (a) does not relate to the ordinary acquisition, operation or closure of the facility; and (b) is less than $10. NFPFRN : see Notified Foreign Passport Fund Registration Number . non ‑ cash payment financial product means a financial product under section 763D of the Act, other than: (a) a derivative; or (b) a financial product under paragraph 764A(1)(k) of the Act; or (c) anything that is not a financial product under section 765A of the Act. non ‑ Division 3 securities means financial products to which Division 3 or 4 of Part 7.11 of the Act applies because of a declaration made by ASIC under paragraph 1075A(1)(b) of the Act. Notified Foreign Passport Fund Registration Number or NFPFRN , for a notified foreign passport fund, is the unique registration code allocated to the fund by the home regulator for the fund. old Corporations Act means the Corporations Act 2001 as in force immediately before the FSR commencement. policy committee has the same meaning as in the SIS Act. pre ‑ FSR securities means securities defined in subsection 92(3) of the old Corporations Act. preserved benefits means preserved benefits under: (a) Subdivision 6.1.2 of the SIS Regulations; or (b) Subdivision 4.1.2 of the RSA Regulations. proper ASTC transfer means: (a) an ASTC ‑ regulated transfer of a Division 4 financial product effected: (i) through the prescribed CS facility operated by the ASTC; and (ii) in accordance with the operating rules of the ASTC; and (b) an ASTC ‑ regulated transfer that the ASTC, in accordance with its operating rules, determines: (i) to comply substantially with the applicable provisions of those operating rules; and (ii) to be taken to be, and always to have been, a proper ASTC transfer. public offer entity has the same meaning as in the SIS Act. public offer superannuation fund has the same meaning as in the SIS Act. qualifying gas exchange product means an arrangement for the physical delivery of natural gas or related goods or services, including pipeline capacity. qualifying gas trading exchange means a facility: (a) established by the Australian Energy Market Operator Limited (ACN 072 010 327) exercising its functions under subsection 91BRK(1) of the National Gas Law set out in the Schedule to the National Gas (South Australia) Act 2008 (SA); and (b) through which persons may elect to buy and sell natural gas or related goods or services (including pipeline capacity). quarter day means 31 March, 30 June, 30 September or 31 December. recipient : (a) in relation to an infringement notice given under regulation 7.2A.04, has the meaning given by regulation 7.2A.03; and (b) in relation to a client money reporting infringement notice, has the meaning given by regulation 7.8.05A; and (c) in relation to an infringement notice given under regulation 7.5A.104, has the meaning given by regulation 7.5A.103. registration number means: (a) for a company—the number allotted to the company under paragraph 118(1)(a) or 601BD(1)(a) of the Act; or (b) for a registered body—the number allotted to it under section 601CB or 601CE of the Act; or (c) for an auditor—the number allotted to a person on registration of that person as an auditor. restricted non ‑ preserved benefits means restricted non ‑ preserved benefits under: (a) Subdivision 6.1.3 of the SIS Regulations; or (b) Subdivision 4.1.3 of the RSA Regulations. risk ‑ based financial product means: (a) a financial product that is a facility through which, or through the acquisition of which, a person manages financial risk ; or (b) a life risk insurance product; but does not include any of the following: (c) a derivative; (d) anything that is not a financial product under section 765A of the Act. Note: In accordance with subsections 761G(5) and (7) of the Act, general insurance products are not risk ‑ based financial products. RSA Act means the Retirement Savings Accounts Act 1997 . RSA Regulations means the Retirement Savings Accounts Regulations 1997 . settlement documents , in relation to a transaction, means: (a) if the agreement for the transaction has not been discharged—documents the supply of which in accordance with the agreement is sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction; or (b) if the agreement for the transaction has been discharged, whether by performance or otherwise—documents the supply of which in accordance with the agreement would, if the agreement had not been discharged, be sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction. simple managed investment scheme means a registered scheme (other than a passport fund) which is or was offered because it meets 1 of the following requirements: (a) the scheme invests at least 80% of its assets in money in an account with a bank on the basis that the money is available for withdrawal: (i) immediately during the bank’s normal business hours; or (ii) at the end of a fixed ‑ term period that does not exceed 3 months; (b) the scheme invests at least 80% of its assets in money on deposit with a bank on the basis that the money is available for withdrawal: (i) immediately during the bank’s normal business hours; or (ii) at the end of a fixed ‑ term period that does not exceed 3 months; (c) the scheme invests at least 80% of its assets under 1 or more arrangements by which the responsible entity of the scheme can reasonably expect to realise the investment, at the market value of the assets, within 10 days. simple sub ‑ fund product means a security in a retail CCIV that is, or was, offered because the security is referable to a sub ‑ fund of the CCIV (other than a passport fund) that meets one of the following requirements: (a) the CCIV, in respect of the sub ‑ fund, invests at least 80% of the assets of the sub ‑ fund in money in an account with a bank on the basis that the money is available for withdrawal: (i) immediately during the bank’s normal business hours; or (ii) at the end of a fixed ‑ term period that does not exceed 3 months; (b) the CCIV, in respect of the sub ‑ fund, invests at least 80% of the assets of the sub ‑ fund in money on deposit with a bank on the basis that the money is available for withdrawal: (i) immediately during the bank’s normal business hours; or (ii) at the end of a fixed ‑ term period that does not exceed 3 months; (c) the CCIV, in respect of the sub ‑ fund, invests at least 80% of the assets of the sub ‑ fund under one or more arrangements by which the corporate director of the CCIV can reasonably expect to realise the investment, at the market value of the assets, within 10 days. SIS Act means the Superannuation Industry (Supervision) Act 1993 . SIS Regulations means the Superannuation Industry (Supervision) Regulations 1994 . sub ‑ plan , in relation to a regulated superannuation fund, means a segment of the fund comprising a member or members of the fund, being a sub ‑ plan that the trustee determines should be made. successor fund has the same meaning as in the SIS Regulations. superannuation interest has the same meaning as in the SIS Act. superannuation lump sum has the meaning given by subsection 995 ‑ 1(1) of the Income Tax Assessment Act 1997 . superannuation scheme means a complying superannuation fund within the meaning of subsection 995 ‑ 1(1) of the Income Tax Assessment Act 1997 . superannuation ‑ sourced money means money in relation to which: (a) the provider of a financial service knows that the money: (i) will be paid to a person as a superannuation lump sum by the trustee of a regulated superannuation fund; or (ii) has been paid as an eligible termination payment (within the meaning of these Regulations as in force immediately before 1 July 2007) or as a superannuation lump sum at any time during the previous 6 months; or (b) the provider of the financial service ought reasonably to know that fact. unauthorised foreign insurer has the same meaning as in the Insurance Regulations 2024 . unrestricted non ‑ preserved benefits means unrestricted non ‑ preserved benefits under: (a) Subdivision 6.1.4 of the SIS Regulations; or (b) Subdivision 4.1.4 of the RSA Regulations. warrant means: (a) a derivative that is transferable; or (b) a financial product that is transferable and that would, apart from the effect of paragraph 761D(3)(c) of the Act, be a derivative, and is excluded by that paragraph only because it is: (i) a security mentioned in paragraph 92(5)(c) of the Act; or (ii) a legal or equitable right or interest mentioned in subparagraph 764A(1)(b)(ii) of the Act; or (iii) a legal or equitable right or interest mentioned in subparagraph 764A(1)(ba)(ii) of the Act; or (iv) a legal or equitable right or interest mentioned in subparagraph 764A(1)(bb)(ii) of the Act. (2) In these Regulations, a reference to a form by number is a reference to the form so numbered in Schedule 2. 1.0.02AA Meaning of basic deposit product— prescription of prior notice requirement (1) This regulation is made for the purposes of subparagraph (d)(ii) of the definition of basic deposit product in section 9 of the Act. (2) The prior notice requirement for an ADI included in the class of ADIs specified in subregulation (3) is a period of not more than 7 days before a withdrawal or transfer of funds from a facility made available by the ADI. (3) The class of ADIs is ADIs entitled under the Banking Act 1959 to use any of the following expressions in relation to their financial business: (a) credit union; (b) credit society; (c) credit co ‑ operative; (d) building society. 1.0.02AB Meaning of prescribed CS facility For the purposes of the definition of prescribed CS facility in section 9 of the Act, ASX Settlement and Transfer Corporation Pty Limited (also known as ‘ASTC’) is prescribed. 1.0.02B Proprietary company thresholds (Act s 45A) (1) For the purposes of paragraphs 45A(2)(a) and (3)(a) of the Act, the amount of $50 million is prescribed. (2) For the purposes of paragraphs 45A(2)(b) and (3)(b) of the Act, the amount of $25 million is prescribed. (3) For the purposes of paragraphs 45A(2)(c) and (3)(c) of the Act, the number 100 is prescribed. 1.0.03 Prescribed forms (Act s 350) (1) A form in Schedule 2 mentioned in an item in column 4 of Schedule 1 is prescribed for the provision of the Act, or of these Regulations, that is specified in the item in column 2. Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must: (a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form. (2) In a form, unless the contrary intention appears, a reference to a Chapter, Part, Division, section, subsection, paragraph or subparagraph is a reference to that Chapter, Part, Division, section, subsection, paragraph or subparagraph of the Act. 1.0.03A Documents that must be in the prescribed form Documents lodged under the Act (1) A document mentioned in the table under a provision of the Act mentioned in the table must be in the prescribed form. Item Document Provision of the Act 1 Notice of appointment to administer a compromise or arrangement Subsection 415(1) 2 Notice that an order for the appointment of a receiver of property has been obtained or of the appointment of a receiver Paragraph 427(1)(a) 3 Notice of the appointment of a person to enter into possession or take control of the property of a corporation Paragraph 427(1A)(a) 4 Notice of entering into possession or taking control Paragraph 427(1B)(a) 5 Notice that the person has ceased to be a controller Paragraph 427(4)(a) 6 Written notice stating that a company is taken to have passed a resolution to wind up the company Paragraph 446A(5)(a) 7 Notice of the appointment of an administrator Paragraph 450A(1)(a) 8 Notice of failure to execute deed of company arrangement Paragraph 450C(a) 9 Notice of termination of deed of company arrangement Paragraph 450D(a) 10 Notice of filing of application to wind up a company Paragraph 470(1)(a) 11 Notice of making of order to wind up a company Paragraph 470(1)(b) 12 Notice of withdrawal or dismissal of application to wind up a company Paragraph 470(1)(c) 15 Written notice disclaiming property Subsection 568A(1) 20 A copy of the whole or a specified part of the register of members of a notified foreign passport fund Subsection 1213P(4) Documents lodged under the Passport Rules (2) If the Passport Rules for this jurisdiction contain a requirement to lodge a document with ASIC (however the lodgement is described), the document must be lodged with ASIC in the prescribed form. Note 1: The requirement in the Passport Rules need not use the word “lodge”. For example, if the Passport Rules contain a requirement to notify ASIC of a matter or to provide a document to ASIC, this subregulation requires the notification or document to be in the prescribed form. Note 2: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must: (a) if a form for the document is prescribed in these Regulations—be in that prescribed form; and (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document—be in that approved form. 1.0.03B Documents that must be lodged with ASIC A document mentioned in an item in the table for a provision mentioned in the item must be lodged: (a) with ASIC; and (b) if the document is mentioned for subsection 430(1) of the Act—by a controller, within 7 days of the controller receiving a report under that subsection. Item Document Provision of the Act 1 Statement in writing in the prescribed form verifying a report about the affairs of a company Subsection 430(1) or 475(1) or (2) 2 Report about the affairs of a company Subsection 430(1) Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must: (a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form. On 23 December 2004, forms for the documents mentioned in item 1 of the table are not prescribed in these Regulations. 1.0.03C Documents that must be in a form approved by ASIC A document mentioned in the table under a provision of the Act mentioned in the table must be in a form approved by ASIC (if a form has been approved). Item Document Provision of the Act 3 Notice of termination of deed of company arrangement Paragraph 450D(b) Note: The documents mentioned in the table are not required to be lodged with ASIC under the Act, and are not documents to which section 350 of the Act applies. 1.0.04 Directions and instructions in forms A form must be completed in accordance with the directions and instructions specified in the form. 1.0.05 Documents and information required by forms (1) If a form requires: (a) the lodging of a document; or (b) the giving of information: (i) by completing the form in the prescribed manner; or (ii) by supplying or completing another document; the document or information is taken to be the document or information required for the provision of the Act or of these Regulations for which the form is approved under paragraph 350(1)(b) of the Act or included in Schedule 2. (2) If the Act requires particulars to be provided by the giving of information in a form, the particulars included in the form are taken to be the particulars required: (a) if the form is an approved form—for the provision of the Act for which the form is approved under paragraph 350(1)(b) of the Act; and (b) if the form is a prescribed form—for the provision of the Act for which the form is included in Schedule 2. 1.0.06 Annexures accompanying forms (1) In this regulation: annexure includes a document that is with a form. (2) An annexure to a form must: (a) have an identifying mark; and (b) be endorsed with the words: ‘This is the annexure of ( insert the number of pages ) pages marked ( insert an identifying mark ) mentioned in the ( insert a description of the form ) signed by ( insert ‘me’ or ‘us’) and dated ( insert the date of signing )’; and (c) be signed by each person signing the form to which the document is annexed. (3) The pages in an annexure must be numbered consecutively. (4) If a form has a document annexed, the following particulars of the annexure must be written on the form: (a) the identifying mark; and (b) the number of pages. 1.0.07 General requirements for documents Unless ASIC otherwise approves, a document to be lodged must: (a) be on white or light pastel colour paper: (i) of international A4 size; and (ii) of medium weight and good quality; and (b) be clearly printed or written in black or dark blue in a manner that is permanent and will make possible a reproduction, by photographic, computerised or other electronic means that is satisfactory to ASIC; and (c) not be a carbon copy or a copy reproduced by any spirit duplication method; and (d) subject to paragraph (h), have margins of not less than 10 millimetres on all sides; and (e) if it comprises 2 or more sheets, be fastened together securely in the top left ‑ hand corner; and (f) for a document for a corporation, managed investment scheme or sub ‑ fund of a CCIV (the subject )—display on the first page of the document or, if the document is a single sheet, on that sheet: (i) the subject’s name; and (ii) subject to regulation 7.6.03, the subject’s ACN, ARBN, ARSN or ARFN; and (iii) subject to regulation 7.6.03, if the last 9 digits of the subject’s ABN are the same, and in the same order, as the last 9 digits of the subject’s ACN, ARBN, ARSN or ARFN—the subject’s ABN; and (iv) if the subject is a managed investment scheme that is a notified foreign passport fund—the NFPFRN for the fund and any other unique number for the fund allocated to the fund by ASIC; and (fa) for all documents—display on the first page of the document or, if the document is a single sheet, on that sheet: (i) the title of the document; and (ii) the section number of the Act under which the document is being lodged; and (g) have the following information at the top left ‑ hand of the first sheet: (i) registered agent number (if any); and (ii) lodging party or agent name; and (iii) address; and (iv) telephone number; and (v) facsimile number (if any); and (vi) DX number and applicable suburb or city (if any); and (h) at the top right ‑ hand of the first sheet, have a blank space that measures 35 millimetres from the top of the page and 65 millimetres from the right ‑ hand side of the page; and (j) if the document is a form relating to a no liability company, be completed by inserting the words ‘No Liability’ in place of the word ‘Limited’; and (k) in the case of an unlimited company, have the word ‘Limited’ omitted; and (l) if the document contains maps or charts on which areas have been distinguished by colour, also distinguish those areas by hatching, numbering or lettering. Note: In addition to the requirements in paragraph (f), if a managed investment scheme is also an Australian passport fund, all documents relating to the fund lodged with ASIC must also include the scheme’s APFRN: see section 1212B of the Act. 1.0.08 Information to accompany financial documents lodged for financial years (1) A document lodged under subsection 319(1) of the Act for a financial year must be accompanied by the approved form setting out the following information: (a) if the disclosing entity is a company (other than a retail CCIV): (i) the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and (ii) the dates on which the financial year to which the document relates begins and ends; and (iii) a statement of certification in accordance with regulation 1.0.16; or (b) if the disclosing entity is a body (other than a company): (i) the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and (ii) the dates on which the financial year to which the document relates begins and ends; and (iii) a statement of certification in accordance with regulation 1.0.16; or (c) if the disclosing entity is a registered scheme: (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and (ii) the dates on which the financial year to which the document relates begins and ends; and (iii) the name of the responsible entity of the scheme and the name of the scheme; and (iv) a statement of certification in accordance with regulation 1.0.16; or (d) if the disclosing entity is a retail CCIV: (i) the name of the sub ‑ fund of the CCIV in respect of which the document is lodged; and (ii) the name of the corporate director of the CCIV; and (iii) the ACN of the CCIV or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and (iv) the ARFN of that sub ‑ fund of the CCIV or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARFN, the ABN of that sub ‑ fund; and (v) the dates on which the financial year to which the document relates begins and ends; and (vi) a statement of certification in accordance with regulation 1.0.16; or (e) if the disclosing entity is a registrable superannuation entity: (i) the entity’s ABN; and (ii) the dates on which the financial year to which the document relates begins and ends; and (iii) the name of the entity and its RSE licensee; and (iv) a statement of certification in accordance with regulation 1.0.16. Note: Section 1232C of the Act extends section 292 of the Act to preparing annual financial reports and directors’ reports for sub ‑ funds of retail CCIVs, and applies Division 1 of Part 2M.3 of the Act accordingly. (2) A document lodged by a notified foreign passport fund under subsection 319(1AA) of the Act for a financial year must be accompanied by the approved form setting out the following information: (a) the NFPFRN for the fund and any other unique number for the fund allocated to the fund by ASIC; (b) the name of the fund; (c) the name and ARBN of the operator of the fund; (d) the dates on which the financial year to which the document relates begins and ends; (e) a statement of certification in accordance with regulation 1.0.16. 1.0.09 Information to accompany financial documents etc lodged for half ‑ years A document lodged under section 320 of the Act for a half ‑ year must be accompanied by the approved form setting out the following information: (a) if the disclosing entity is a company (other than a retail CCIV): (i) the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and (ii) the dates on which the half ‑ year to which the document relates begins and ends; and (iii) a statement of certification in accordance with regulation 1.0.16; or (b) if the disclosing entity is a body (other than a company): (i) the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and (ii) the dates on which the half ‑ year to which the document relates begins and ends; and (iii) a statement of certification in accordance with regulation 1.0.16; or (c) if the disclosing entity is a registered scheme: (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and (ii) the dates of the beginning and end of the half ‑ years to which the document relates; and (iii) the name of the responsible entity of the scheme and the name of the scheme; and (iv) a statement of certification in accordance with regulation 1.0.16; or (d) if the disclosing entity is a retail CCIV: (i) the name of the sub ‑ fund of the CCIV in respect of which the document is lodged; and (ii) the name of the corporate director of the CCIV; and (iii) the ACN of the CCIV or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and (iv) the ARFN of that sub ‑ fund of the CCIV or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARFN, the ABN of that sub ‑ fund; and (v) the dates on which the financial year to which the document relates begins and ends; and (vi) a statement of certification in accordance with regulation 1.0.16. Note: Section 1232F of the Act extends section 302 of the Act to preparing half ‑ year financial reports and directors’ reports for sub ‑ funds of retail CCIVs (if there are ED securities referable to the sub ‑ fund), and applies Division 2 of Part 2M.3 of the Act accordingly. 1.0.10 Continuous disclosure notices A document lodged under section 675 or 675A of the Act must be accompanied by Form 1003 setting out the following information: (a) if the disclosing entity is a body: (i) the ACN or ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN or ARBN, the ABN of the body; and (ii) a statement of certification in accordance with regulation 1.0.16; or (b) if the disclosing entity is a registered scheme: (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and (ii) the name of the responsible entity of the scheme and the name of the scheme; and (iii) a statement of certification in accordance with regulation 1.0.16. 1.0.11 Certain documents to be signed by personal representatives etc Unless these Regulations state otherwise, a document relating to a corporation that is a proprietary company to which section 201F of the Act applies that does not have a director or secretary must be signed by the personal representative or trustee mentioned in that section. 1.0.12 Form of notice of resolution A copy of a resolution lodged under subsection 136(5), 157(2), 162(3), 246F(3), 254H(4), 254N(2), 256C(3), 260B(7), 461(2), 506(1B), 507(11) or 510(1A) of the Act must be set out in, or annexed to, a notice in accordance with the approved form. 1.0.13 Time for lodging documents If: (a) a document must be lodged; and (b) the period within which the document must be lodged is not prescribed; the document must be lodged: (c) if paragraph (d) does not apply—within one month; or (d) if the document is to be lodged by a foreign company and ASIC allows a further period because of special circumstances—that further period; after the happening of the event to which the document relates. 1.0.14 Address of registered office or place of business If notice must be given under these Regulations of: (a) the address of an office or a proposed office; or (b) the address of a place of business; of a corporation or a person, the notice must include: (c) if applicable, the number of the room in which; and (d) if applicable, the number of the floor or level on which; and (e) the place in Australia in which; the office or place of business is, or is to be, situated. 1.0.15 Affidavits and statements in writing (1) An affidavit or statement in writing must be sworn or made, on behalf of a corporation, by a director or a secretary of the corporation. (2) If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to be sworn in accordance with the requirements of the law of that place. 1.0.16 Certification and verification of certain documents (1) A document relating to a corporation or registered scheme that is to be certified or verified must be certified or verified in the approved form and signed by: (a) a director or secretary of the corporation, or of the responsible entity of the scheme, who resides in Australia or an external territory; or (b) an agent of the corporation or entity or, if the agent is a company, a director or secretary of the company who resides in Australia or an external territory. (2) Subregulation (1) does not apply to a document relating to a notified foreign passport fund. (3) A document relating to a notified foreign passport fund that is to be certified or verified must be certified or verified in the approved form and signed by: (a) a director or secretary of the operator of the fund; or (b) the local agent for the operator of the fund; or (c) if the local agent is a company—a director or secretary of that company. (4) A document relating to a registrable superannuation entity that is to be certified or verified must be certified or verified in the approved form and signed by a director of the entity. 1.0.17 Documents signed or sworn in accordance with the rules of court (1) A document that is signed in accordance with the rules of court is taken to have been signed in accordance with regulation 1.0.11. (2) An affidavit or statement that is sworn or made in accordance with the rules of court is taken to have been sworn or made in accordance with regulation 1.0.15. 1.0.18 Prescribed provisions (Act s 53) For section 53 of the Act, the following provisions of the Act are prescribed: (a) section 657A; (b) paragraphs 12(2)(b) and (c) of the Act. 1.0.20 Copies of orders to be lodged A person who obtains an order of the Court under or for: (e) subsection 484(1); or (ea) paragraph 484(2)(c); or (f) section 583; or (g) section 585; or (h) section 601ND; or (j) section 1322; of the Act, must lodge an office copy of the order with ASIC. 1.0.21 Identification of lodged orders If an order or copy of an order of a court is lodged with ASIC, it must be accompanied by a cover page in Form 105 identifying the legislative provision or other law under which the order was made and the nature of the order. 1.0.22 Meaning of this jurisdiction —specification of external Territories for specified provisions of Chapter 7 of the Act For the purposes of subsection 5(9) of the Act, each of the external Territories is included in this jurisdiction for the purposes of Chapter 7 of the Act (except Parts 7.2 to 7.5 and Part 7.11) in relation to: (a) a superannuation product; and (b) an RSA; and (c) a financial service that relates to a superannuation product; and (d) a financial service that relates to an RSA. 1.1.01 Prescribed amounts The amount specified in an item in column 3 of Schedule 4 is prescribed in relation to the matter specified in the item in column 2. 1.2.01 Remuneration recommendations (Act s 9B) For paragraph 9B(2)(f) of the Act, a recommendation, or advice or information, provided in relation to one or more members of the key management personnel for a company by an employee of a company within the same consolidated entity, is not a remuneration recommendation. 1.2A.01 Securities declared not to be ED securities For section 111AJ of the Act, the following securities are declared not to be ED securities: (a) securities of a body that, under the listing rules of the Australian Stock Exchange Limited, is an exempt foreign entity; or (b) securities that are quoted on Australian Bloodstock Exchange Limited. 1.2A.02 Foreign companies issuing securities under foreign scrip offers etc exempt from disclosing entity provisions (1) For section 111AS of the Act, a foreign company is exempt from the disclosing entity provisions in respect of ED securities under section 111AG of the Act if: (a) the company issues the securities in connection with a foreign takeover bid or foreign scheme of arrangement; and (b) the securities issued are, at the time of issue, securities in a class of securities quoted on an approved foreign exchange; and (c) the terms and conditions of the issue to citizens and Australian permanent residents are the same as those applying to each other person receiving securities that are in the same class; and (d) the same notices, documents or other information (or, where applicable, an English translation of these) (modified, if necessary, to include any additional information for the purposes of complying with Chapter 6D of the Act) are given to Australian citizens or permanent residents as are given to each other person; and (e) the notices, documents and other information are given to Australian citizens and permanent residents at the same time, or as soon as practicable after, they are given to those other persons; and (f) in relation to the issue—the company complies with all legislative and stock exchange requirements in the place in which is located: (i) the approved foreign exchange; or (ii) if more than one—the principal approved exchange; on which the company’s securities are quoted. (2) In this regulation: approved foreign exchange includes: (a) American Stock Exchange Inc.; (b) New York Stock Exchange Inc.; (c) New Zealand Stock Exchange; (d) The Stock Exchange of Hong Kong Ltd; (e) Stock Exchange of Singapore Limited; (f) The Amsterdam Stock Exchange; (g) the Frankfurt Stock Exchange; (h) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; (i) the Milan Stock Exchange; (j) the NASDAQ National Market; (k) the Paris Bourse; (l) the Tokyo Stock Exchange; (m) the Toronto Stock Exchange; (n) the Zurich Stock Exchange. foreign scheme of arrangement means a compromise or arrangement that is subject to court approval under subsection 411(6) of the Act, between: (a) a foreign company and a class of its creditors; or (b) a foreign company and a class of its members. foreign takeover bid means a bid to acquire some or all of the securities of: (a) all holders of a class of securities of a foreign company; or (b) all holders of those securities except the bidder or the bidder and associates of the bidder. 1.2A.03 Foreign companies issuing securities under employee share scheme exempt from the disclosing entity provisions (1) For section 111AS of the Act, a foreign company is exempt from the disclosing entity provisions in respect of an offer of shares in the company for issue or sale: (a) that is made to employees of the company, or of an associated body corporate, under an employee share scheme; and (b) in relation to which a disclosure document is lodged with ASIC. (2) Subregulation (1) is not affected by any action of an employee, the result of which is that another person who is not an employee acquires an interest in a share issued under the employee share scheme. (3) For this regulation: (a) an employee share scheme is a scheme under which a company offers for issue or sale shares (or options over issued shares) in the company only to a person who is a full ‑ time or part ‑ time director or employee of the company or of an associated body corporate when the offer is made; and (b) a body corporate is an associated body corporate in relation to a foreign company if: (i) the body corporate is related to the company within the meaning of section 50 of the Act; or (ii) the body corporate is entitled to at least 20% of the voting shares of the company; or (iii) the company is entitled to at least 20% of the voting shares of the body corporate. 2A.1.01 Size of partnerships or associations (1) For paragraph 115(1)(b) of the Act, the number prescribed for a kind of partnership or association is the number specified in the following table for that kind of partnership or association: Item Kind of partnership or association Number 1 (a) Actuaries, medical practitioners, patent attorneys, sharebrokers, stockbrokers or trademark attorneys (b) Partnerships or associations of the kind specified in subregulation (2) 50 2 Architects, pharmaceutical chemists or veterinary surgeons 100 3 Legal practitioners 400 4 Accountants 1 000 (2) For paragraph (b) of item 1 of the table in subregulation (1), the partnership or association is one that: (a) has as its primary purpose collaborative scientific research; and (b) includes as members: (i) at least 1 university; and (ii) at least 1 private sector participant; whether or not it also includes government agencies or publicly funded research bodies. (3) In subregulation (2): private sector participant means an entity that obtains the majority of its revenue from sources other than Commonwealth, State or Territory appropriations. 2A.2.01 Approval of application for change of place of registration (1) An application to ASIC for a change in the State or Territory in this jurisdiction in which a company is taken to be registered must be approved by a special resolution of the company. (2) A copy of the special resolution must be given to ASIC within 14 days after the day on which it is passed. 2A.2.02 Special resolution may be set aside by Court order (1) Within 28 days after the passing of a special resolution approving an application for a change in the State or Territory in this jurisdiction in which a company is taken to be registered, a member, or members, of the company having at least 10% of the votes capable of being cast on the special resolution may apply in writing to the Court to have the resolution set aside. (2) A member may, with the written consent of other members mentioned in subregulation (1), apply on their behalf to the Court under that subregulation. (3) The Court may order the special resolution to be set aside if the Court is satisfied that it would unfairly prejudice the applicant or applicants if the State or Territory in which the company is taken to be registered were changed in accordance with the resolution. (4) The company must give ASIC a copy of the Court order within 14 days after the day on which it is made. 2A.2.03 Application for change of place of registration (1) A company may, in accordance with a special resolution of the company, apply to ASIC for a change in the State or Territory in this jurisdiction in which the company is taken to be registered. (2) The application must be in accordance with the approved form. 2A.2.04 Change of place of registration (1) On application under regulation 2A.2.03, ASIC must alter the details of the company’s registration to show the change in the State or Territory in this jurisdiction in which the company is taken to be registered if: (a) the company has passed a special resolution approving the application for the change; and (b) the Court has not made an order setting aside the special resolution; and (c) the relevant Minister of the State or Territory in which the company is taken to be registered has approved the change under subparagraph 119A(3)(a)(i) of the Act; and (d) ASIC is not aware of any other reason why the change should not be made. (2) ASIC must not alter details of the company’s registration until 28 days after the day on which the application was made. (3) ASIC must give the company a new certificate of registration after it alters details of the company’s registration. 2B.6.01 Availability of names (Act s 147) (1) For paragraphs 147(1)(a) and (b) of the Act, the rules for ascertaining whether a name is identical with another name are the rules set out in Part 1 of Schedule 6. (2) For paragraph 147(1)(c) of the Act, a name is unacceptable for registration under the regulations if it is unacceptable under the rules set out in Part 2 of Schedule 6. 2B.6.02 Consents required for use of certain letters, words and expressions (1) This regulation applies to a name if: (a) the name: (i) is the subject of an application for registration of a name under section 117 of the Act; or (ii) is the subject of an application for reservation of a name under section 152 of that Act; or (iii) for an application for a change of name under section 157 of the Act—is the name to which the previous name is to be changed; and (b) the name is, uses or includes: (i) letters, or a word or expression, specified in column 2 of an item in Part 4 or 5 of Schedule 6; or (ii) other letters, or another word or expression (whether or not in English), that is of like import to the letters, word or expression specified in the item. (2) In paragraph (1)(b), a reference to letters, a word or an expression being used includes a reference to the letters, word or expression being used: (a) as part of another word or expression; or (b) in combination with other words or letters, or other symbols. (3) However, this regulation does not apply to use of the letters ADI as part of another word. Example: The letters adi appear in the word traditional . This regulation does not apply to use of the word traditional . (4) If an item in Part 4 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the Minister who is specified in the item. (5) If an item in Part 5 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the public authority, instrumentality or agency that is specified in the item. 2B.6.02A Exemption from requirement to include “Limited” in name (1) For the purposes of subsections 5H(5) and 5I(1) of the Act, subsection 148(2) of the Act does not apply in relation to Westpac Banking Corporation (ABN 33 007 457 141). (2) For the purposes of subsection 5I(1) of the Act, the Westpac Banking Corporation (Transfer of Incorporation) Act 2000 (NSW) is the specified law. 2B.6.03 Exemptions from requirement to set out name and ACN on certain documents (Act s 155) For section 155 of the Act, the exemptions provided for in Schedule 7 apply in relation to the requirements of subsection 153(2) of the Act. 2C.1.01 Form of notice A notice to be lodged under subsection 172(2) of the Act must be in a form approved by ASIC (if a form has been approved). 2C.1.02 Form of register For subsection 173(3) of the Act, a copy of a register must be provided as a delimited text file: (a) produced by a commercially available spreadsheet or database application; and (b) copied onto a CD ‑ ROM or a USB portable memory device. 2C.1.03 Improper purposes for getting copy of register For paragraph 173(3A)(b) of the Act, the following purposes are prescribed: (a) soliciting a donation from a member of a company; (b) soliciting a member of a company by a person who is authorised to assume or use the word stockbroker or sharebroker in accordance with section 923B of the Act; (c) gathering information about the personal wealth of a member of a company; (d) making an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act; (e) making an invitation that, were it an offer to purchase a financial product, would be an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act. Note: See subsection 1019D(1) of the Act for a description of unsolicited offers to purchase financial products off ‑ market. 2C.1.04 Information to be included in application for copy of register For paragraph 173(3A)(c) of the Act, the information that must be contained in an application is the name and address of the applicant. Note: An application must also state the purpose for accessing a copy of a register—see subsection 173(3A) of the Act. 2C.1.05 Contact with members after failure to provide copy of register (1) This regulation applies if a body corporate mentioned in regulation 12.8.02 has failed to give a person a copy of the part of the register of members of the body who hold member shares: (a) within 28 days after the person’s request for a copy; or (b) if a longer period has been allowed by ASIC—within the longer period. (2) If the person: (a) makes a statutory declaration that the person intends to use information that is contained in that part of the register: (i) for the purpose of contacting members of the body, or sending material to members of the body, for a purpose mentioned in subsection 177(1A) of the Act; and (ii) in a way that does not contravene that subsection or another law; and (b) gives the statutory declaration to the body corporate; and (c) pays the reasonable costs of contacting the members, or sending material to the members; the body corporate must do everything that is reasonably possible to arrange for the members to be contacted, or for the material to be sent to the members, on the person’s behalf by a third party service provider nominated by the body corporate. (3) If the body corporate believes on reasonable grounds that the person intends to use information that is contained in that part of the register: (a) for a purpose that is not in accordance with subparagraph (2)(a)(i); or (b) in a way that is not in accordance with subparagraph (2)(a)(ii); the body corporate is not required to arrange for the members to be contacted or for the material to be sent to the members on the person’s behalf, and may terminate any existing arrangement. (4) The arrangements made by the body corporate must ensure that, to the extent reasonably possible: (a) the details, from the register of members, of each member to whom material is to be sent, or with whom contact is to be made, will be provided to the third party service provider within 14 days after the person pays the costs mentioned in subregulation (2); and (b) a copy of any material that is to be sent to a member will be provided to the third party service provider within 28 days after the person provides the material to the body corporate; and (c) if material is not to be sent to a member—written details of the contact that is to be made with a member must be provided to the third party service provider within 28 days after the person provides the written details to the body corporate; and (d) for any material that is to be sent to a member—the material will be sent to the member within 14 days after the body corporate provides the material to the third party service provider; and (e) if material is not to be sent to a member—contact will be made with the member within 14 days after the body corporate provides, to the third party service provider, the written details of the contact that is to be made with the member. (5) An arrangement made under subregulation (2) must: (a) allow for contact to be made, or material to be sent, for a period of 6 months after the period mentioned in subregulation (1); and (b) require the person to pay the reasonable costs of contacting the members or sending material to the members to be paid on each occasion before the contact is made or the material is sent. (6) A reference in subregulation (1) to the register of members of a body corporate who hold member shares includes a reference to: (a) the register of members of a body corporate that is a company limited by guarantee; and (b) the register of members of a body corporate limited by shares and guarantee, who do not hold shares in the body. 2D.2.01 Meaning of base salary (1) For the definition of base salary in section 9 of the Act, the matters specified in the following table are base salary. Item Matter 1 The components of a short ‑ term employee benefit that: (a) are not dependent on the satisfaction of a performance condition; and (b) are specified in paragraphs (a), (c) and (d) of column 3 of item 6 in the table in subregulation 2M.3.03(1); and (c) are paid during the relevant period 2 A superannuation contribution that: (a) is not dependent on the satisfaction of a performance condition; and (b) is paid during the relevant period 3 A share ‑ based payment that: (a) is not dependent on the satisfaction of a performance condition; and (b) is specified in column 3 of item 11 in the table in subregulation 2M.3.03(1); and (c) is paid during the relevant period 4 A liability or prospective liability to pay tax in respect of a fringe benefit taxable amount under: (a) the Fringe Benefits Tax Assessment Act 1986 ; or (b) the Fringe Benefits Tax Act 1986 ; that relates to the provision of a matter specified in item 1, 2 or 3 (2) For subregulation (1): (a) if a person has held an office in relation to a company: (i) throughout a period of more than 12 months; or (ii) throughout a number of periods of more than 12 months in total; the relevant period for that person is the last 12 months of that period or the last 12 months of the total period; and (b) if a person has held an office in relation to a company: (i) throughout a period of 12 months or less; or (ii) throughout a number of periods of 12 months or less in total; the relevant period for that person is that period or the total period. 2D.2.02 Meaning of benefit (1) For paragraph 200AB(1)(e) of the Act, each of the following things is specified: (a) any kind of pension, other than a pension paid from a superannuation fund or a superannuation annuity (whether it is paid from an Australian or a foreign fund); (b) an amount paid as a voluntary out ‑ of ‑ court settlement in a matter relating to the termination of employment; (c) a payment: (i) that is made as part of a restrictive covenant, restraint ‑ of ‑ trade clause or non ‑ compete clause (however described); and (ii) the value of which, when added to the value of all other payments (if any) already made or payable in connection with the person’s retirement from board or managerial offices in the company and related bodies corporate, exceeds the payment limit set by section 200G of the Act. Note: Subsection 200AB(1) of the Act provides that a benefit includes specified things. Paragraph 200AB(1)(e) of the Act provides that a benefit includes a thing specified in regulations. Things that are not specified in subsection 200AB(1) of the Act or subregulation (1) may also be benefits for the purposes of the Act. (2) For subsection 200AB(2) of the Act, each of the following things is specified: (a) a deferred bonus, including a benefit attributable to: (i) the release of the deferred bonus from a restriction relating to death or incapacity; or (ii) the investment of the deferred bonus; or (iii) another change to the value of the deferred bonus; (b) a payment from a defined benefits superannuation scheme that was in existence when this regulation commenced; (c) a genuine superannuation contribution that is paid by an employer or employee on or after the commencement of this regulation; (d) genuine accrued benefits that are payable under a law within the meaning of section 200H of the Act; (e) a payment made under a requirement imposed by a law of another country; (f) a reasonable payment that is made: (i) in accordance with a policy of the company or body that applies to all employees; and (ii)