Note: Where available, the PDF/Word icon below is provided to view the complete and fully formatted document

 Download WordDownload Word  Download PDFDownload PDF 


Bill home page
Table Of Contents
Previous Fragment    Next Fragment
Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 17-2 Interpretation of other expressions

Division 694 Interpretation of other expressions

694-1   Giving information

                   A reference in this Act to giving information includes a reference to:

                     (a)  explaining or stating a matter; or

                     (b)  identifying a person, matter or thing; or

                     (c)  disclosing information; or

                     (d)  answering a question.

694-5   Doing acts

                   A reference to doing an act or thing includes a reference to causing or authorising the act or thing to be done.

694-10   Signing

                   Without affecting the law on agency, if this Act requires that something be signed, it can be signed by an individual using a power of attorney from the person required to sign.

694-15   Business affairs of a body corporate

                   A body corporate’s business affairs include (without limitation):

                     (a)  any of the body’s affairs (including anything that is included in the body’s affairs because of the definition of affairs in section 700-1); and

                     (b)  matters concerned with ascertaining the corporations with which the body is or has been connected.

694-20   Business affairs of a natural person

                   A natural person’s business affairs include (without limitation):

                     (a)  the person’s examinable operations and examinable assets and liabilities; and

                     (b)  any act done (including any contract made and any transaction entered into) by or on behalf of the person, or to or in relation to the person or his or her business or property, at a time when:

                              (i)  the person was, under the Bankruptcy Act 1966 or the law of an external Territory, a bankrupt in respect of a bankruptcy from which the person had not been discharged; or

                             (ii)  the person had, under a law of an external Territory or of a foreign country, the status of an undischarged bankrupt; or

                            (iii)  the person’s property was subject to control under Division 2 of Part X of the Bankruptcy Act 1966 because of an authority given by the person under section 188 of that Act; or

                            (iv)  a personal insolvency agreement under Part X of the Bankruptcy Act 1966 or under the corresponding provisions of the law of an external Territory or of a foreign country was in effect in relation to the person or the person’s property; and

                     (c)  without limiting the generality of paragraph (b), any conduct of the trustee of such a bankrupt estate or of such a personal insolvency agreement or a person acting under such an authority; and

                     (d)  matters concerned with ascertaining the corporations with which the person is or has been connected.

694-25   Business affairs of a partnership

                   A partnership’s business affairs include (without limitation):

                     (a)  the partnership’s promotion, formation, membership, control, examinable operations and examinable assets and liabilities; and

                     (b)  the partnership’s management and proceedings; and

                     (c)  any act done (including any contract made and any transaction entered into) by or on behalf of the partnership, or to or in relation to the partnership, at a time when the partnership is being wound up; and

                     (d)  matters concerned with ascertaining the corporations with which the partnership is or has been connected.

694-30   Business affairs of a trust

                   A trust’s business affairs include (without limitation):

                     (a)  the creation of the trust; and

                     (b)  matters arising under, or otherwise relating to, the terms of the trust; and

                     (c)  the appointment and removal of a trustee of the trust; and

                     (d)  the business, trading, transactions and dealings of the trustee of the trust; and

                     (e)  the profits, income and receipts of the trustee of the trust; and

                      (f)  the losses, outgoings and expenditure of the trustee of the trust; and

                     (g)  the trust property, including transactions and dealings in, and the income arising from, the trust property; and

                     (h)  the liabilities of the trustee of the trust; and

                      (i)  the management of the trust; and

                      (j)  any act done (including any contract made and any transaction entered into) by or on behalf of the trustee of the trust, or to or in relation to the trust, at a time when the trust is being wound up; and

                     (k)  matters concerned with ascertaining the corporations with which the trust is or has been connected.

694-35   Meaning of court and Court

             (1)  Subject to subsection (2), in this Act:

court means any court.

Court means any of the following courts:

                     (a)  the Federal Court;

                     (b)  the Supreme Court of a State or Territory;

                     (c)  the Family Court of Australia;

                     (d)  a court to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.

             (2)  Except where there is a clear expression of a contrary intention (for example, by use of the expression the Court ), proceedings in relation to a matter under this Act may, subject to Part 14-3, be brought in any court.

Note:          The matters dealt with in Part 14-3 include the applicability of limits on the jurisdictional competence of courts.

694-40   Entities

                   Except in Part 6-6, a reference to an entity :

                     (a)  is a reference to a natural person, a body corporate (other than an exempt public authority within the meaning of the Corporations Act), a partnership or a trust; and

                     (b)  includes, in the case of a trust, a reference to the trustee of the trust.

694-45   Entities connected with a corporation (including an Aboriginal and Torres Strait Islander corporation)

Body corporate

             (1)  A body corporate is connected with a corporation if, and only if, the corporation:

                     (a)  can control, or influence materially, the body’s activities or internal affairs; or

                     (b)  is a member of the body; or

                     (c)  is in a position to cast, or to control the casting of, a vote at a general meeting of the body; or

                     (d)  has power to dispose of, or to exercise control over the disposal of, a share in the body; or

                     (e)  is financially interested in the body’s success or failure or apparent success or failure; or

                      (f)  is owed a debt by the body; or

                     (g)  is engaged by the body under a contract for services; or

                     (h)  acts as agent for the body in any transaction or dealing.

Natural person

             (2)  A natural person is connected with a corporation if, and only if, the corporation:

                     (a)  is a trustee of a trust under which the person is capable of benefiting; or

                     (b)  is engaged by the person under a contract for services; or

                     (c)  acts as agent for the person in any transaction or dealing; or

                     (d)  is an attorney of the person under a power of attorney; or

                     (e)  has appointed the person as the corporation’s attorney under a power of attorney; or

                      (f)  is given financial, business or legal advice by the person in the performance of the functions attaching to the person’s professional capacity.

Partnership

             (3)  A partnership is connected with a corporation if, and only if, the corporation:

                     (a)  is a partner in the partnership; or

                     (b)  can control, or influence materially, the partnership’s activities or internal affairs; or

                     (c)  is financially interested in the partnership’s success or failure or apparent success or failure; or

                     (d)  is a creditor of the partnership; or

                     (e)  is engaged by the partnership under a contract for services; or

                      (f)  acts as agent for the partnership in any transaction or dealing.

Trust

             (4)  A trust is connected with a corporation if, and only if, the corporation:

                     (a)  is the settlor, or one of the settlors, of the trust; or

                     (b)  has power under the terms of the trust to appoint or remove a trustee of the trust or to vary, or cause to be varied, any of the terms of the trust; or

                     (c)  is a trustee of the trust; or

                     (d)  can control, or influence materially, the activities of the trust; or

                     (e)  is capable of benefiting under the trust; or

                      (f)  is a creditor of the trustee of the trust; or

                     (g)  is engaged by the trustee of the trust under a contract for services; or

                     (h)  acts as agent for the trustee of the trust in any transaction or dealing.

             (5)  To avoid doubt, a reference in this section to a corporation includes a reference to an Aboriginal and Torres Strait Islander corporation.

694-50   Extension of period for doing an act

                   If this Act confers power to extend the period for doing an act, an application for the exercise of the power may be made, and the power may be exercised, even if the period, or the period as last extended, as the case requires, has ended.

694-55   Involvement in contraventions

                   A person is involved in a contravention if, and only if, the person:

                     (a)  has aided, abetted, counselled or procured the contravention; or

                     (b)  has induced, whether by threats or promises or otherwise, the contravention; or

                     (c)  has been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or

                     (d)  has conspired with others to effect the contravention.

694-60   Possession

                   A thing that is in a person’s custody or under a person’s control is in the person’s possession.

694-65   Public document of a body corporate

             (1)  Subject to this section, public document , in relation to a body, means:

                     (a)  an instrument of, or purporting to be signed, issued or published by or on behalf of, the body that:

                              (i)  when signed, issued or published, is intended to be lodged or is required by or under this Act to be lodged; or

                             (ii)  is signed, issued or published under or for the purposes of this Act or any other Australian law; or

                     (b)  an instrument of, or purporting to be signed or issued by or on behalf of, the body that is signed or issued in the course of, or for the purposes of, a particular transaction or dealing; or

                     (c)  without limiting paragraph (a) or (b), a business letter, statement of account, invoice, receipt, order for goods, order for services or official notice of, or purporting to be signed or issued by or on behalf of, the body.

             (2)  A thing is not a public document of a body if it:

                     (a)  is applied, or is intended or required to be applied:

                              (i)  to goods; or

                             (ii)  to a package, label, reel or thing in or with which goods are, or are to be, supplied; and

                     (b)  is so applied, or is intended or required to be so applied, for a purpose connected with the supply of the goods.

             (3)  In subsection (2):

apply to includes print on, weave in, impress on, work into, or annex, affix or attach to.

label includes a band or ticket.

package includes:

                     (a)  a covering, stopper, glass, bottle, vessel, box, capsule, case, frame or wrapper; or

                     (b)  any other container or thing in which goods are, or are to be, packed.

694-70   Receivers and managers

                   A receiver of property of a body corporate is also a manager if the receiver manages, or has under the terms of the receiver’s appointment power to manage, affairs of the body.

694-75   Securities

             (1)  Subject to this section, securities means:

                     (a)  debentures, stocks or bonds issued or proposed to be issued by a government; or

                     (b)  shares in, or debentures of, a body; or

                     (c)  interests in a managed investment scheme; or

                     (d)  units of such shares;

but does not include:

                     (e)  a derivative (within the meaning of Chapter 7 of the Corporations Act), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

                      (f)  an excluded security.

             (2)  The expression securities , when used in relation to a body, means:

                     (a)  shares in the body; or

                     (b)  debentures of the body; or

                     (c)  interests in a managed investment scheme made available by the body; or

                     (d)  units of such shares;

but does not include:

                     (e)  a derivative (within the meaning of Chapter 7 of the Corporations Act), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

                      (f)  an excluded security.

             (3)  An expression used in this section and in the Corporations Act has the same meaning in this section as it has in that Act.

694-80   Solvency and insolvency

             (1)  A person is solvent if, and only if, the person is able to pay all the person’s debts, as and when they become due and payable.

             (2)  A person who is not solvent is insolvent .

694-85   Meaning of chief executive officer function

Persons with overall management responsibility for corporation

             (1)  A person performs a chief executive officer function ( CEO function ) in relation to a Aboriginal and Torres Strait Islander corporation if the person is the person who is primarily and directly responsible to the directors for the general and overall management of the corporation.

             (2)  If there is no one person who performs CEO functions under subsection (1), a person performs a CEO function in relation to the corporation if the person is one of a number of people who together are primarily and directly responsible to the directors for the general and overall management of the corporation.

Persons responsible for financial matters

             (3)  A person performs a CEO function in relation to the corporation if that person is the person who is:

                     (a)  primarily responsible for financial matters in relation to the corporation; and

                     (b)  directly responsible for those matters to either:

                              (i)  the directors; or

                             (ii)  the person or persons who perform the CEO function in relation to the corporation.

             (4)  If there is no one person who performs a CEO function under subsection (3), a person performs a CEO function in relation to the corporation if the person is one of a number of people who together are:

                     (a)  primarily responsible for financial matters in relation to the corporation; and

                     (b)  directly responsible for those matters to either:

                              (i)  the directors; or

                             (ii)  the person or persons who perform the CEO function in relation to the corporation.

694-90   Applications to be in writing

                   An application to the Registrar for the issuing of a document or the doing of any other act or thing by the Registrar under this Act must be in writing.

Note:          For electronic lodgment of documents with the Registrar, see section 404-10.

694-95   Effect of certain contraventions of this Act

             (1)  This section has effect except so far as this Act otherwise provides.

             (2)  An act, transaction, agreement, instrument, matter or thing is not invalid, void, voidable or unenforceable merely because of:

                     (a)  a contravention of section 284-1 or 284-5; or

                     (b)  a failure to comply with a requirement of this Act that a person cause a notice, or a copy of a document, to be published in the Gazette or in a newspaper.

             (3)  Nothing in this section limits the generality of anything else in it.

694-100   Effect of provisions empowering a person to require or prohibit conduct

                   If, in accordance with a provision of this Act (other than the replaceable rules), a person requires another person to do, or prohibits another person from doing, a particular act, that provision is taken to require the other person to comply with the requirement or prohibition, as the case may be.

694-105   Calculation of time

                   Without limiting subsection 36(1) of the Acts Interpretation Act 1901 , in calculating how many days a particular day, act or event is before or after another day, act or event, the first-mentioned day, or the day of the first-mentioned act or event, is to be counted but not the other day, or the day of the other act or event.

694-110   Performance of functions by Registrar or Deputy Registrar includes reference to delegate etc.

             (1)  For the purpose of the performance of a function, or the exercise of a power, under this Act by a delegate of the Registrar, a reference to the Registrar in a provision of this Act relating to the performance of the function, or the exercise of the power, includes a reference to the delegate.

             (2)  For the purpose of the performance of a function, or the exercise of a power, under this Act by a sub-delegate of a Deputy Registrar, a reference to a Registrar in a provision of this Act relating to the performance of the function, or the exercise of the power, includes a reference to the sub-delegate.

             (3)  Subsections (1) and (2) do not, by implication, limit the operation of section 34AA, paragraph 34AB(a), (b), (d) or (e) or section 34A of the Acts Interpretation Act 1901 .