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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 12-1 Transfer of registration to another system

Division 540 Transfer of registration

540-1   Transferring registration

                   An Aboriginal and Torres Strait Islander corporation may transfer its registration to registration under a law of the Commonwealth, a State or a Territory by:

                     (a)  passing a special resolution resolving to transfer its registration to registration under that law; and

                     (b)  complying with sections 540-5 and 540-10.

540-5   Applying to transfer registration

                   To transfer its registration, an Aboriginal and Torres Strait Islander corporation must lodge an application with the Registrar together with:

                     (a)  a copy of the special resolution that resolves to change the corporation’s registration to a registration under the law of the Commonwealth, the State or the Territory concerned; and

                     (b)  a statement signed by the directors of the corporation that in their opinion the corporation’s creditors are not likely to be materially prejudiced by the change and that sets out their reasons for that opinion.

540-10   Registrar makes transfer of registration declaration

                   The Registrar may make a transfer of registration declaration in relation to the Aboriginal and Torres Strait Islander corporation under this section if the Registrar is satisfied that:

                     (a)  the application complies with section 540-5; and

                     (b)  the corporation’s creditors are not likely to be materially prejudiced by the transfer of the corporation’s registration; and

                     (c)  the law of the Commonwealth, the State or the Territory concerned adequately provides for:

                              (i)  the continuation of the corporation’s legal personality after the transfer; and

                             (ii)  the preservation of any rights or claims against the corporation (other than the right of a member as a member) that accrued while the corporation was registered under this Act.

540-15   Registrar to deregister corporation

             (1)  The Registrar must deregister the Aboriginal and Torres Strait Islander corporation if:

                     (a)  the Registrar makes a transfer of registration declaration in relation to the corporation; and

                     (b)  the corporation is registered under the law of the Commonwealth, the State or the Territory concerned.

Note:          Despite the deregistration, officers of the corporation may still be liable for things done before the corporation was deregistered.

             (2)  Sections 546-20, 546-25, 546-30 and 546-35 do not apply to the deregistration of an Aboriginal and Torres Strait Islander corporation under this section.