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Business Names Registration Bill 2011

Part 10 General

   

81   Application of this Act to partnerships

             (1)  An obligation that would otherwise be imposed on a partnership under this Act or the Transitional Act is imposed on each partner, but may be discharged by any of the partners.

             (2)  If this Act or the Transitional Act would otherwise require or permit something to be done by a partnership, the thing may be done by one or more of the partners on behalf of the partnership.

             (3)  An offence against this Act or the Transitional Act that would otherwise be committed by the partnership is taken to have been committed by each partner.

             (4)  A partner does not commit an offence because of subsection (3) if the partner:

                     (a)  does not know of the circumstances that constitute the contravention of the provision concerned; or

                     (b)  knows of those circumstances but takes all reasonable steps to correct the contravention as soon as possible after the partner becomes aware of those circumstances.

Note:          A defendant bears an evidential burden in relation to the matters in subsection (4): see subsection 13.3(3) of the Criminal Code .

82   Principal contact of a partnership

             (1)  A notice, signed by all the partners in a partnership, may be lodged with ASIC, nominating a person as the principal contact for the partnership for the purposes of this Act and the Transitional Act.

             (2)  If a person is nominated as the principal contact for a partnership for the purposes of this Act or the Transitional Act, that person is taken to be the agent of the partnership for the purposes of that Act, until the nomination is withdrawn.

             (3)  Subsection (2) is not affected by a change in the composition of the partnership.

             (4)  A notice, signed by all the partners in a partnership, may be lodged with ASIC, withdrawing the nomination of a person as principal contact for the partnership for the purposes of this Act or the Transitional Act.

             (5)  A notice under this section:

                     (a)  must be in the prescribed form; and

                     (b)  must be lodged in the prescribed manner.

83   Application of this Act to unincorporated associations and bodies

                 (1)  An obligation that would otherwise be imposed on an unincorporated association or body under this Act or the Transitional Act is imposed on each member of the committee of management of the association or body, but may be discharged by any of the members of the committee.

             (2)  If this Act or the Transitional Act would otherwise require or permit something to be done by an unincorporated association or body, the thing may be done by one or more of the members of the committee of management of the association or body on behalf of the association or body.

             (3)  An offence against this Act or the Transitional Act that would otherwise be committed by the association or body is taken to have been committed by each member of the committee of management of the association or body.

             (4)  A member of the committee of management of the association or body does not commit an offence because of subsection (3) if the member:

                     (a)  does not know of the circumstances that constitute the contravention of the provision concerned; or

                     (b)  knows of those circumstances but takes all reasonable steps to correct the contravention as soon as possible after the member becomes aware of those circumstances.

Note:          A defendant bears an evidential burden in relation to the matters in subsection (4): see subsection 13.3(3) of the Criminal Code .

84   Principal contact of an unincorporated association or body

             (1)  A notice, signed by all the members of the committee of management of an unincorporated association or body, may be lodged with ASIC, nominating a person as the principal contact for the association or body for the purposes of this Act or the Transitional Act.

             (2)  If a person is nominated as principal contact for an unincorporated association or body for the purposes of this Act or the Transitional Act, that person is taken to be the agent of the association or body for the purposes of that Act, until the nomination is withdrawn.

             (3)  Subsection (2) is not affected by:

                     (a)  a change in the membership of the association or body; or

                     (b)  a change in the membership of the committee of management of the association or body.

             (4)  A notice, signed by all the members of the committee of management of an unincorporated association or body, may be lodged with ASIC, withdrawing the nomination of a person as the principal contact for the association or body for the purposes of this Act or the Transitional Act.

             (5)  A notice under this section:

                     (a)  must be in the prescribed form; and

                     (b)  must be lodged in the prescribed manner.

85   Application of this Act to a trust with 2 or more trustees

             (1)  This section applies where a trust has 2 or more trustees.

             (2)  An obligation that would otherwise be imposed on the trust by this Act or the Transitional Act is imposed on each trustee instead, but may be discharged by any of the trustees.

             (3)  If this Act or the Transitional Act would otherwise require or permit something to be done by the trust, the thing may be done by one or more of the trustees on behalf of the trust.

             (4)  An offence against this Act or the Transitional Act that would otherwise be committed by the trust is taken to have been committed by each trustee.

             (5)  A trustee does not commit an offence because of subsection (4) if the trustee:

                     (a)  does not know of the circumstances that constitute the contravention of the provision concerned; or

                     (b)  knows of those circumstances but takes all reasonable steps to correct the contravention as soon as possible after the trustee becomes aware of those circumstances.

Note:          A defendant bears an evidential burden in relation to the matters in subsection (5): see subsection 13.3(3) of the Criminal Code .

86   Principal contact of a trust

             (1)  This section applies where a trust has 2 or more trustees.

             (2)  A notice, signed by all the trustees of a trust, may be lodged with ASIC, nominating a person as the principal contact for the trustees for the purposes of this Act or the Transitional Act.

             (3)  If a person is nominated as the principal contact for the trustees of a trust for the purposes of this Act or the Transitional Act, that person is taken to be the agent of the trustees in relation to the trust for the purposes of that Act, until the nomination is withdrawn.

             (4)  Subsection (3) is not affected by a change in the trustees of the trust.

             (5)  A notice, signed by all the trustees of a trust, may be lodged with ASIC, withdrawing the nomination of a person as principal contact for the trustees in relation to the trust, for the purposes of this Act or the Transitional Act.

             (6)  A notice under this section:

                     (a)  must be in the prescribed form; and

                     (b)  must be lodged in the prescribed manner.

87   Joint ventures

Application

             (1)  This section applies if:

                     (a)  2 or more entities (the joint venture entities ) have entered into a contractual arrangement under which they carry on, or intend to carry on, a business jointly under a business name; and

                     (b)  the entities do not form another entity to do so.

Subject to this section, the joint venture entities are together treated as a single entity (the joint venture ) for the purposes of this Act and the Transitional Act.

Treat joint venture in the same way as an entity

             (2)  An obligation that would otherwise be imposed on the joint venture under this Act or the Transitional Act is imposed on each joint venture entity, but may be discharged by any of the joint venture entities.

             (3)  If this Act or the Transitional Act would otherwise require or permit something to be done by the joint venture, the thing may be done by one or more of the joint venture entities on behalf of all of the joint venture entities.

             (4)  An offence against this Act or the Transitional Act that would otherwise be committed by the joint venture is taken to have been committed by each joint venture entity.

             (5)  A joint venture entity does not commit an offence because of subsection (4) if the joint venture entity:

                     (a)  does not know of the circumstances that constitute the contravention of the provision concerned; or

                     (b)  knows of those circumstances but takes all reasonable steps to correct the contravention as soon as possible after the joint venture entity becomes aware of those circumstances.

Note:          A defendant bears an evidential burden in relation to the matters in subsection (5): see subsection 13.3(3) of the Criminal Code .

Principal contact of joint venture

             (6)  A notice, signed by all the joint venture entities, may be lodged with ASIC, nominating a person as the principal contact for the joint venture for the purposes of this Act or the Transitional Act.

             (7)  If a person is nominated as the principal contact for the joint venture for the purposes of this Act or the Transitional Act, that person is taken to be the agent of the joint venture entities for the purposes of this Act and the Transitional Act, until the nomination is withdrawn.

             (8)  A notice, signed by all the joint venture entities, may be lodged with ASIC, withdrawing the nomination of a person as principal contact for the joint venture for the purposes of this Act or the Transitional Act.

             (9)  A notice under subsection (6) or (8):

                     (a)  must be in the prescribed form; and

                     (b)  must be lodged in the prescribed manner.

ABN numbers

           (10)  An application for registration of a business name to the joint venture must include the ABNs of each of the joint venture entities, or, if an application for an ABN for a joint venture entity is pending, a statement to that effect and the reference number for the ABN application.

           (11)  ASIC must not register the business name to the joint venture unless each of the joint venture entities has an ABN.

           (12)  To avoid doubt, the priority of a joint venture over a business name is not affected by the fact that an ABN application by any joint venture entity is pending.

           (13)  Otherwise, a reference in this Act to the ABN of an entity means, in the case of a joint venture, the ABN of each of the joint venture entities.

Death of a joint venture entity

           (14)  If a joint venture entity who is an individual dies:

                     (a)  the business name continues to be registered to the joint venture; and

                     (b)  sections 39 and 40 otherwise apply in relation to the joint venture entity in the same way as they apply in relation to an individual to whom a business name is registered.

88   Application in the Territories of Christmas Island and Cocos (Keeling) Islands

             (1)  This section applies if, because Australia is not defined to include the Territory of Christmas Island or the Territory of Cocos (Keeling) Islands in the A New Tax System (Australian Business Number) Act 1999 (the ABN Act ), an entity is not entitled to have an ABN.

             (2)  If an activity, or a series of activities, done by the entity would be a business (as defined in section 4) if Australia were defined for the purposes of the ABN Act as including the Territory of Christmas Island or the Territory of Cocos (Keeling) Islands, the activity or series of activities is a business for the purposes of this Act.

             (3)  An application for registration of a business name to the entity need not include an ABN for the entity or a statement that an application for an ABN is pending.

             (4)  ASIC may register the business name to the entity even though the entity does not have an ABN, and ASIC need not include details of an ABN for the entity on the Business Names Register.

89   Entities that have ceased to exist

                   If, under this Act, notice must or may be given to an entity that no longer exists, notice is taken to be given to the entity if it is given to a person, or a person of a class, prescribed by the regulations for the purposes of this section, to be the relevant person, or class of persons, for an entity of that kind.

90   Regulations

                   The Governor-General may make regulations prescribing matters:

                     (a)  required or permitted by this Act to be prescribed; or

                     (b)  necessary or convenient to be prescribed for carrying out or giving effect to this Act.