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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 3-7 Registered office or document access address

Division 109 Introduction

109-1   What this Part is about

This Part deals with:

               (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.



 

Division 112 Registered office

112-1   General

Application of Division

             (1)  This Division applies to an Aboriginal and Torres Strait Islander corporation if it is registered as a large corporation.

Small and medium corporations not to have registered office

             (2)  An Aboriginal and Torres Strait Islander corporation that is registered as a small or medium corporation must not have a registered office.

112-5   Corporation to have registered office

             (1)  An Aboriginal and Torres Strait Islander corporation that is registered as a large corporation must have a registered office in Australia.

Note:          A document may be served on a large corporation by leaving it at, or posting it to, the corporation’s registered office (see section 120-1).

             (2)  If the corporation has one or more places of business in Australia, one of those places must be its registered office.

             (3)  The corporation must lodge notice of a change of address of its registered office with the Registrar not later than 28 days after the date on which the change occurs.

Note:          If the corporation is not to be the occupier of premises at the address of its new registered office, the notice must state that the occupier has consented to the address being specified in the notice and has not withdrawn that consent (see section 112-20).

             (4)  A notice of change of address takes effect when the changed address is included on the Register of Aboriginal and Torres Strait Islander Corporations.

             (5)  The corporation commits an offence if the corporation does not have a registered office in Australia.

Penalty:  5 penalty units.

             (6)  The corporation commits an offence if:

                     (a)  the corporation has one or more places of business in Australia; and

                     (b)  one of those places of business is not the corporation’s registered office.

Penalty:  5 penalty units.

             (7)  The corporation commits an offence if:

                     (a)  the corporation’s registered office address changes; and

                     (b)  the corporation does not lodge the notice required by subsection (3) within 28 days after the change.

Penalty:  5 penalty units.

             (8)  An offence against subsection (5) or (6) or paragraph (7)(b) is an offence of strict liability.

Note 1:       For strict liability , see section 6.1 of the Criminal Code .

Note 2:       See also section 265-40 for offences committed by the secretary of an Aboriginal and Torres Strait Islander corporation.

112-10   Registrar may change address of registered office to a director’s address

             (1)  If the corporation does not occupy the premises at the address of its registered office, the corporation must be able to show the Registrar the occupier’s written consent to the corporation’s use of those premises as its registered office.

Note:          The Registrar can require the corporation to produce the consent (see section 112-20).

             (2)  The corporation commits an offence if it contravenes subsection (1).

Penalty:  5 penalty units.

             (3)  An offence against subsection (2) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (4)  If the Registrar becomes aware that the occupier of those premises:

                     (a)  has not consented to the use of the premises as the address of the corporation’s registered office; or

                     (b)  has withdrawn the consent;

the Registrar may:

                     (c)  give written notice to a director of the corporation who resides in Australia that the Registrar intends to change the address of the corporation’s registered office to the director’s address; and

                     (d)  if the Registrar is not notified of the address of the corporation’s proposed new registered office under section 112-5 within 14 days after the notice under that section is sent—change the address of the corporation’s registered office to the address of that director.

             (5)  A notice under paragraph (4)(c) is not a legislative instrument.

112-15   Corporation’s name must be displayed

             (1)  The corporation must display its name and ICN prominently at its registered office. The corporation must also display its name and ICN at every place at which the corporation carries on business if that place is open to the public.

             (2)  The corporation commits an offence if the corporation fails to prominently display its name and ICN:

                     (a)  at its registered office; or

                     (b)  at a place at which the corporation carries on business that is open to the public.

Penalty:  10 penalty units.

             (3)  An offence against subsection (2) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

112-20   Address of registered office etc.

             (1)  If a provision of this Act requires a notice to be lodged of, or information in an application to specify:

                     (a)  the address of an office, or of a proposed office, of an Aboriginal and Torres Strait Islander corporation or other person; or

                     (b)  a change in the situation and address of an office of an Aboriginal and Torres Strait Islander corporation or other person;

the notice or information must specify the matters set out in subsections (2) and (3).

             (2)  The notice or information must specify the full address, or the full new address, as the case requires, of the relevant office including, where applicable, the number of the room and of the floor or level of the building in which the office is situated.

             (3)  If:

                     (a)  the notice or application relates to the address or situation of an office of an Aboriginal and Torres Strait Islander corporation; and

                     (b)  the address specified in accordance with paragraph (1)(a) is the address of premises that the corporation will not occupy;

the notice or information must include a written statement to the effect that the person who occupies those premises:

                     (c)  has consented in writing to the address being specified in the notice or application; and

                     (d)  has not withdrawn that consent.

             (4)  The Registrar may require a person who has lodged a notice or application that includes a statement under subsection (3) to produce to the Registrar the consent referred to in the statement.

             (5)  A requirement under subsection (4) is not a legislative instrument.



 

Division 115 Document access address

115-1   Division applies to Aboriginal and Torres Strait Islander corporations registered as small or medium corporations

                   This Division applies to an Aboriginal and Torres Strait Islander corporation that is registered as a small or medium corporation.

115-5   Corporation to have document access address

             (1)  The corporation must have a document access address in Australia.

Note 1:       Certain documents must be kept at this address and must be available for inspection at this address.

Note 2:       The document access address is not an address at which documents can be served on the corporation. See section 120-1 for the addresses at which documents can be served on the corporation.

             (2)  The corporation must lodge notice of a change of address of its document access address with the Registrar not later than 28 days after the date on which the change occurs.

Note:          If the corporation is not to be the occupier of premises at the address of its document access address, the notice must state that the occupier has consented to the address being specified in the notice and has not withdrawn that consent (see section 115-20).

             (3)  A notice of change of address takes effect from the later of:

                     (a)  the seventh day after the notice was lodged; or

                     (b)  a later day specified in the notice as the date from which the change is to take effect.

             (4)  The corporation commits an offence if the corporation does not have a document access address in Australia.

Penalty:  5 penalty units.

             (5)  The corporation commits an offence if:

                     (a)  the corporation’s document access address changes; and

                     (b)  the corporation does not lodge the notice required by subsection (2) within 28 days after the change.

Penalty:  5 penalty units.

             (6)  An offence against subsection (4) or paragraph (5)(b) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

115-10   Registrar may change document access address to a director’s address

             (1)  If the corporation does not occupy the premises at the address of its document access address, the corporation must be able to show the Registrar the occupier’s written consent to the corporation’s use of those premises as its document access address.

Note:          The Registrar can require the corporation to produce the consent (see section 115-20).

             (2)  The corporation commits an offence if it fails to comply with a request by the Registrar to show the Registrar that consent.

Penalty:  5 penalty units.

             (3)  An offence against subsection (2) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (4)  If the Registrar becomes aware that the occupier of those premises:

                     (a)  has not consented to the use of the premises as the address of the corporation’s document access address; or

                     (b)  has withdrawn the consent;

the Registrar may:

                     (c)  give written notice to a director of the corporation who resides in Australia that the Registrar intends to change the address of the corporation’s document access address to the director’s address; and

                     (d)  if the Registrar is not notified of the address of the corporation’s proposed new document access address under section 115-5 within 14 days after the notice under that section is sent—change the address of the corporation’s document access address to the address of that director.

             (5)  A notice under paragraph (4)(c) is not a legislative instrument.

115-15   Registrar may direct corporation to change the location of its document access address

             (1)  If the Registrar is satisfied that the corporation’s document access address is not in an area that allows the corporation’s members appropriate access to the corporation’s books, the Registrar may direct the corporation to change its document access address so that it is within the area specified in the direction.

             (2)  The direction must:

                     (a)  be given by notice in writing to the corporation; and

                     (b)  specify the period within which the direction must be complied with.

             (3)  The period specified under paragraph (2)(b) must be at least 28 days after the day on which the notice is given to the corporation.

             (4)  The corporation commits an offence if it does not comply with the direction.

Penalty:  5 penalty units.

             (5)  An offence against subsection (4) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (6)  A direction under subsection (1) is not a legislative instrument.

115-20   Address of document access address

             (1)  If a provision of this Act requires a notice to be lodged of, or information in an application to specify:

                     (a)  the address of the document access address, or of a proposed document access address, of an Aboriginal and Torres Strait Islander corporation; or

                     (b)  a change in the situation and address of the document access address of an Aboriginal and Torres Strait Islander corporation;

the notice or information must specify the matters set out in subsections (2) and (3).

             (2)  The notice or information must specify the full address, or the full new address, as the case requires, of the document access address including, where applicable, the number of the room and of the floor or level of the building in which the document access address is situated.

             (3)  If the address specified in accordance with paragraph (1)(a) is the address of premises that the corporation will not occupy, the notice or information must include a written statement to the effect that:

                     (a)  the person who occupies those premises has consented in writing to the address being specified in the notice or application; and

                     (b)  has not withdrawn that consent.

             (4)  The Registrar may require a person who has lodged a notice or application that includes a statement under subsection (3) to produce to the Registrar the consent referred to in the statement.

             (5)  A requirement under subsection (4) is not a legislative instrument.