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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 2-5 Effects of registration

Division 42 Effects of registration

42-1   Corporation comes into existence on registration

                   An Aboriginal and Torres Strait Islander corporation comes into existence as a body corporate with perpetual succession at the beginning of the day on which it is registered.

Note:          The corporation remains in existence until it is deregistered (see Chapter 12).

42-5   Corporation’s name

                   An Aboriginal and Torres Strait Islander corporation’s name on registration is the name specified in the certificate of registration.

42-10   Members, directors, corporation secretary and contact person of corporation

Persons become members etc. on registration

             (1)  A person becomes a member, director, corporation secretary or contact person of an Aboriginal and Torres Strait Islander corporation on registration if the person is specified in the application with his or her consent as a proposed member, director, corporation secretary or contact person of the corporation.

Note:          A member’s name must be entered in the register of members (see section 180-5).

If no contact person nominated in the application for registration

             (2)  If:

                     (a)  an Aboriginal and Torres Strait Islander corporation is registered as a small or medium corporation; and

                     (b)  the application for registration does not specify a person to be the contact person for the corporation;

the applicant becomes the contact person for the corporation on registration.

If person nominated in application for registration as contact person without the person’s consent

             (3)  If:

                     (a)  a person is specified in an application for registration of an Aboriginal and Torres Strait Islander corporation as the contact person for the corporation; and

                     (b)  the person is specified without his or her consent; and

                     (c)  before registration, the Registrar becomes aware of that fact;

the Registrar may determine, by notice in writing given to the applicant, that the applicant for registration is the contact person for the corporation on registration.

             (4)  A determination under subsection (3) is not a legislative instrument.

42-15   Registered office

                   If an Aboriginal and Torres Strait Islander corporation is registered as a large corporation, the address (if any) specified in the corporation’s application for registration as the proposed registered office becomes the address of the corporation’s registered office on registration.

42-20   Document access address

                   If an Aboriginal and Torres Strait Islander corporation is registered as a small or medium corporation, the address (if any) specified in the corporation’s application for registration as the proposed document access address becomes the corporation’s document access address on registration.

42-25   Corporation may have common seal

             (1)  An Aboriginal and Torres Strait Islander corporation may have a common seal. If an Aboriginal and Torres Strait Islander corporation does have a common seal, the corporation must set out on it the corporation’s name and ICN.

Note 1:       An Aboriginal and Torres Strait Islander corporation may make contracts and execute documents without using a seal (see sections 99-1 and 99-5).

Note 2:       For abbreviations that can be used on a seal, see section 85-10.

             (2)  An Aboriginal and Torres Strait Islander corporation may have a duplicate common seal. The duplicate must be a copy of the common seal with the words “duplicate seal” added.

             (3)  A person commits an offence if:

                     (a)  the person uses, or authorises the use of, a seal; and

                     (b)  the seal purports to be the common seal of an Aboriginal and Torres Strait Islander corporation or a duplicate; and

                     (c)  the seal does not comply with the requirements set out in subsection (1) or (2).

Penalty:  10 penalty units.

             (4)  An offence against paragraph (3)(a) is an offence of strict liability.

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

42-30   Vesting of property in corporation on registration

Application of section

             (1)  This section applies if an application is lodged to register an unincorporated body as an Aboriginal and Torres Strait Islander corporation.

Personal property other than land

             (2)  Upon registration, any personal property held by a person, in trust or otherwise, for or on behalf of the members of the body vests in the corporation. The property vests subject to any trust, covenant, contract or liability affecting the property (other than a trust for the members).

Estate or interest in land

             (3)  If:

                     (a)  a person holds an estate or interest in land, in trust or otherwise, for or on behalf of the members of the body; and

                     (b)  the body is registered;

that person must, upon the registration, take all action required to vest the estate or interest in the corporation. The vesting is subject to any trust (other than a trust for the members), or any covenant, contract or liability affecting the estate or interest.

             (4)  In subsection (2):

personal property does not include property consisting of an estate or interest in land.