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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 2-2 Applications for registration of an Aboriginal and Torres Strait Islander corporation

Division 21 Application for new registration of an Aboriginal and Torres Strait Islander corporation

21-1   Application for registration

             (1)  An application by a person (the applicant ) for registration of an Aboriginal and Torres Strait Islander corporation must contain the following information:

                     (a)  the applicant’s name and address;

                     (b)  the corporation’s proposed name;

                     (c)  if the applicant is requesting an exemption from having to have at least 5 members—a request for the exemption specifying the proposed minimum number of members;

                     (d)  an indication of whether, for the corporation’s first financial year, the corporation is expected to be a small, medium or large corporation;

                     (e)  if the corporation is expected to be a large corporation for the corporation’s first financial year—the address of the proposed registered office;

                      (f)  if the corporation is expected to be a small or medium corporation for the corporation’s first financial year—the address of the proposed document access address;

                     (g)  the names and addresses of each person who consents in writing to become a member of the corporation;

                     (h)  the director details of each person who consents in writing to become a director of the corporation;

                      (i)  if the corporation is expected to be a small or medium corporation in respect of the corporation’s first financial year—the name and address of the person who consents in writing to be the contact person;

                      (j)  if the corporation is expected to be a large corporation in respect of the corporation’s first financial year—the name and address of the person who consents in writing to be the corporation’s secretary;

                     (k)  whether the people who are, or have been, members of the corporation are to be liable to contribute towards the payment of the debts and liabilities of the corporation and if so, the extent of the persons’ liabilities;

                      (l)  such other information that the Registrar specifies in writing in respect of the registration of the corporation;

                    (m)  such other information that is prescribed by the regulations as information that must be included in the application.

Note:          The address of the director, secretary or contact person that must be stated is usually the residential address. However, an alternative address may be stated in certain circumstances (see section 304-15).

             (2)  The application must also:

                     (a)  identify the directors who are to hold office for only one year; and

                     (b)  if the application seeks registration of an Aboriginal and Torres Strait Islander corporation for the purpose of becoming a registered native title body corporate—indicate that purpose.

Director details

             (3)  The director details of a person who consents to become a director are the following:

                     (a)  the person’s given and family name;

                     (b)  all former given and family names of the person;

                     (d)  the person’s address;

                     (e)  the person’s date and place of birth (if known);

                      (f)  a declaration in writing from the person stating that the person is eligible to be a director of an Aboriginal and Torres Strait Islander corporation.

             (4)  A specification by the Registrar under paragraph (1)(l) is not a legislative instrument.

21-5   Matters to accompany application

                   The following must accompany an application under section 21-1:

                     (a)  evidence of the decisions referred to in section 29-15 (if applicable);

                     (b)  copies of the consents referred to in subsection 21-1(1).

Note:          Under the internal governance rules requirement (see section 29-20), a copy of the proposed constitution of a proposed corporation must also be provided to the Registrar before the time the Registrar makes a decision under section 26-1 in respect of the application.

21-10   Registrar may seek further information

             (1)  For the purposes of determining an application, the Registrar may request an applicant to provide such further information as the Registrar requests within the period specified by the Registrar in the request.

             (2)  The Registrar may extend a period specified under subsection (1).

             (3)  If the applicant does not comply with the request, the Registrar may treat the application as being withdrawn and notify the applicant in writing accordingly. The notice must be given within 28 days after the Registrar makes the decision to treat the application as being withdrawn.

             (4)  A request under this section must state the effect of subsection (3).



 

Division 22 Application to register existing body corporate under Part 2-3

22-1   Application for registration

             (1)  A person (the applicant ) may apply to the Registrar for registration of an existing body corporate as an Aboriginal and Torres Strait Islander corporation under Part 2-3.

             (2)  The application must contain the following information:

                     (a)  the applicant’s name and address;

                     (b)  the body’s current name;

                     (c)  the body’s ACN (if any);

                     (d)  if the body is a registered body (within the meaning of the Corporations Act)—its ARBN;

                     (e)  the law under which the body is currently incorporated;

                      (f)  the name proposed to be adopted by the body when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                     (g)  if the applicant is requesting an exemption from having to have at least 5 members—a request for the exemption specifying the proposed minimum number of members;

                     (h)  an indication of whether, for its first financial year, the body is expected to be a small, medium or large corporation;

                      (i)  if the body is expected to be a large corporation for its first financial year—the address of the proposed registered office;

                      (j)  if the body is expected to be a small or medium corporation for its first financial year—the address of the proposed document access address;

                     (k)  the director details of each person who consents in writing to become a director of the body when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                      (l)  if the body is expected to be a small or medium corporation for its first financial year—the name and address of the person who consents in writing to be the contact person;

                    (m)  if the body is expected to be a large corporation for its first financial year—the name and address of the person who consents in writing to be the secretary when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                     (n)  whether, once the body becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3, the people who are, or have been, its members are to be liable to contribute towards the payment of its debts and liabilities and, if so, the extent of their liabilities;

                     (o)  such other information that the Registrar specifies in writing in respect of the registration of the body as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                     (p)  such other information that is prescribed by the regulations as information that must be included in the application.

Note:          The address of the director, secretary or contact person that must be stated is usually the residential address. However, an alternative address may be stated in certain circumstances (see section 304-15).

             (3)  The application must also:

                     (a)  identify the directors who are to hold office for only one year; and

                     (b)  if the application seeks registration of the body as an Aboriginal and Torres Strait Islander corporation for the purpose of becoming a registered native title body corporate—indicate that purpose.

Director details

             (4)  The director details of a person who consents to become a director are the following:

                     (a)  the person’s given and family name;

                     (b)  all former given and family names of the person;

                     (c)  the person’s address;

                     (d)  the person’s date and place of birth (if known);

                     (e)  a declaration in writing from the person stating that the person is eligible to be a director of an Aboriginal and Torres Strait Islander corporation.

             (5)  A specification by the Registrar under paragraph (2)(o) is not a legislative instrument.

             (6)  In this section:

ACN has the same meaning as in the Corporations Act.

ARBN has the same meaning as in the Corporations Act.

22-5   Matters to accompany application

             (1)  The following must accompany an application under section 22-1:

                     (a)  evidence of the resolution referred to in section 29-17;

                     (b)  copies of the consents referred to in subsection 22-1(2);

                     (c)  a certified copy of a current certificate of the body’s incorporation in its place of origin, or of a document that has a similar effect;

                     (d)  a certified printed copy of the body’s constitution (if any);

                     (e)  evidence that the body is not an externally-administered body corporate;

                      (f)  evidence that no application to wind up the body has been made to a court (in Australia or elsewhere) that has not been dealt with;

                     (g)  evidence that no application to approve a compromise or arrangement between the body and another person has been made to a court (in Australia or elsewhere) that has not been dealt with;

                     (h)  evidence that under the law of the body’s place of origin:

                              (i)  the transfer of the body’s incorporation is authorised; and

                             (ii)  the body has complied with the requirements (if any) of that law for the transfer of its incorporation;

                      (i)  any other documents that are prescribed.

Note:          Under the internal governance rules requirement (see section 29-20), a copy of the proposed constitution of a proposed corporation must also be provided to the Registrar before the time the Registrar makes a decision under section 26-1 in respect of the application.

             (2)  The evidence lodged in accordance with subsections (1) must be satisfactory proof to the Registrar of the matters referred to in that subsection.

Note:          Section 376-5 requires documents that are not in English to be translated into English.

22-10   Registrar may seek further information

             (1)  For the purposes of determining an application made under section 22-1, the Registrar may request an applicant to provide such further information as the Registrar requests within the period specified by the Registrar in the request.

             (2)  The Registrar may extend a period specified under subsection (1).

             (3)  If the applicant does not comply with the request, the Registrar may treat the application as being withdrawn and notify the applicant in writing accordingly. The notice must be given within 28 days after the Registrar makes the decision to treat the application as being withdrawn.

             (4)  A request under this section must state the effect of subsection (3).



 

Division 23 Application to register amalgamated corporation under Part 2-3

23-1   Application for registration

             (1)  A person (the applicant ) may apply to the Registrar for registration of an Aboriginal and Torres Strait Islander corporation (the amalgamated corporation ) under Part 2-3 to replace 2 or more existing Aboriginal and Torres Strait Islander corporations (the amalgamating corporations ).

             (2)  The application must contain the following information:

                     (a)  the applicant’s name and address;

                     (b)  the names, and ICNs, of the amalgamating corporations;

                     (c)  the name proposed to be adopted by the amalgamated corporation when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                     (d)  if the applicant is requesting an exemption for the amalgamated corporation from having to have at least 5 members—a request for the exemption specifying the proposed minimum number of members;

                     (e)  an indication of whether, for its first financial year, the amalgamated corporation is expected to be a small, medium or large corporation;

                      (f)  if the amalgamated corporation is expected to be a large corporation for its first financial year—the address of the proposed registered office;

                     (g)  if the amalgamated corporation is expected to be a small or medium corporation for its first financial year—the address of the proposed document access address;

                     (h)  the director details of each person who consents in writing to become a director of the amalgamated corporation when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                      (i)  if the amalgamated corporation is expected to be a small or medium corporation for its first financial year—the name and address of the person who consents in writing to be the contact person;

                      (j)  if the amalgamated corporation is expected to be a large corporation for its first financial year—the name and address of the person who consents in writing to be the secretary when it becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                     (k)  whether, once the amalgamated corporation becomes registered as an Aboriginal and Torres Strait Islander corporation under Part 2-3, the people who are, or have been, its members are to be liable to contribute towards the payment of its debts and liabilities and, if so, the extent of their liabilities;

                      (l)  such other information that the Registrar specifies in writing in respect of the registration of the amalgamated corporation as an Aboriginal and Torres Strait Islander corporation under Part 2-3;

                    (m)  such other information that is prescribed by the regulations as information that must be included in the application.

Note:          The address of the director, secretary or contact person that must be stated is usually the residential address. However, an alternative address may be stated in certain circumstances (see section 304-15).

             (3)  The application must also:

                     (a)  identify the directors of the amalgamated corporation who are to hold office for only one year; and

                     (b)  if the application seeks registration of the amalgamated corporation for the purpose of becoming a registered native title body corporate—indicate that purpose.

Director details

             (4)  The director details of a person who consents to become a director are the following:

                     (a)  the person’s given and family name;

                     (b)  all former given and family names of the person;

                     (c)  the person’s address;

                     (d)  the person’s date and place of birth (if known);

                     (e)  a declaration in writing from the person stating that the person is eligible to be a director of an Aboriginal and Torres Strait Islander corporation.

             (5)  A specification by the Registrar under paragraph (1)(l) is not a legislative instrument.

23-5   Matters to accompany application

             (1)  The following must accompany an application under section 23-1:

                     (a)  evidence that, on registration, the amalgamated corporation will meet the creditor notice requirements referred to in section 29-18;

                     (b)  evidence of the resolutions referred to in section 29-19;

                     (c)  copies of the consents referred to in subsection 23-1(2);

                     (d)  evidence that none of the amalgamating corporations is an externally-administered body corporate;

                     (e)  evidence that no application to wind up an amalgamating corporation has been made to a court (in Australia or elsewhere) that has not been dealt with;

                      (f)  evidence that no application to approve a compromise or arrangement between an amalgamating corporation and another person has been made to a court (in Australia or elsewhere) that has not been dealt with;

                     (g)  any other documents that are prescribed.

Note:          Under the internal governance rules requirement (see section 29-20), a copy of the proposed constitution of a proposed corporation must also be provided to the Registrar before the time the Registrar makes a decision under section 26-1 in respect of the application.

             (2)  The evidence lodged in accordance with subsections (1) must be satisfactory proof to the Registrar of the matters referred to in that subsection.

Note:          Section 376-5 requires documents that are not in English to be translated into English.

23-10   Registrar may seek further information

             (1)  For the purposes of determining an application under section 23-1, the Registrar may request an applicant to provide such further information as the Registrar requests within the period specified by the Registrar in the request.

             (2)  The Registrar may extend a period specified under subsection (1).

             (3)  If the applicant does not comply with the request, the Registrar may treat the application as being withdrawn and notify the applicant in writing accordingly. The notice must be given within 28 days after the Registrar makes the decision to treat the application as being withdrawn.

             (4)  A request under this section must state the effect of subsection (3).