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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 9-2 Lodgments with the Registrar

Division 401 Introduction

401-1   What this Part is about

This Part deals with:

•      the form in which documents may be lodged with the Registrar (see Division 404);

•      the Registrar’s powers in relation to lodgments (see Division 407);

•      the court’s powers if documents are not lodged (see Division 410).



 

Division 404 What is the form in which documents may be lodged?

404-1   Forms for documents to be lodged with the Registrar

Documents in approved form

             (1)  A document that this Act requires to be lodged with the Registrar in the approved form must:

                     (a)  be in the approved form; and

                     (b)  include the information, statements, explanations or other matters required by the form; and

                     (c)  be accompanied by any other material required by the form.

Meaning of document that has been lodged

             (2)  A reference in this Act to a document that has been lodged (being a document to which subsection (1) applies), includes a reference to any other material lodged with the document as required by the relevant approved form.

404-5   Signing documents lodged with the Registrar

             (1)  A document lodged with the Registrar in writing by, or on behalf of, a body must be signed by a director or secretary of the body.

             (2)  An individual who lodges a document with the Registrar in writing must sign it.

             (3)  The person’s name must be printed next to the signature.

404-10   Documents lodged with the Registrar electronically

This section sets out the only circumstances in which a document may be lodged electronically

             (1)  This section sets out the only circumstances in which a document may be lodged electronically with the Registrar.

If there is an agreement

             (2)  A document may be lodged with the Registrar electronically if the Registrar and the person seeking to lodge it (either on his or her own behalf or as agent) have agreed, in writing, that it may be lodged electronically.

Document of a kind approved for electronic lodgment

             (3)  A document may also be lodged with the Registrar electronically if the Registrar has approved, in writing, the electronic lodgment of documents of that kind.

Document of a kind by particular class of Aboriginal and Torres Strait Islander corporation

             (4)  A document may also be lodged with the Registrar electronically if:

                     (a)  the Registrar has approved, in writing, the electronic lodgment of documents of that kind by, or in respect of, a particular class of Aboriginal and Torres Strait Islander corporation; and

                     (b)  the document is lodged by or in respect of an Aboriginal and Torres Strait Islander corporation in that class.

             (5)  The document is taken to be lodged with the Registrar if it is lodged in accordance with the agreement or approval (including any requirements of the agreement or approval as to authentication).

404-15   Relodging of lost registered documents

             (1)  If:

                     (a)  a document forming part of the constitution of an Aboriginal and Torres Strait Islander corporation; or

                     (b)  any other document relating to an Aboriginal and Torres Strait Islander corporation;

has, since being lodged, been lost or destroyed, a person may apply to the Registrar for leave to lodge a copy of the document as originally lodged.

             (2)  The Registrar may direct that notice of the application be given to such persons and in such manner as the Registrar thinks fit.

             (3)  A direction under subsection (2) is not a legislative instrument.

             (4)  If the Registrar is satisfied:

                     (a)  that a document (the original ) that was lodged has been lost or destroyed; and

                     (b)  of the date of the lodging of the original; and

                     (c)  that a copy of the original produced to the Registrar is a correct copy;

the Registrar may:

                     (d)  certify on the copy that he or she is so satisfied; and

                     (e)  grant leave for the copy to be lodged in the manner required by law in respect of the original.

             (5)  Subsection (4) operates whether or not an application has been made under subsection (1).

             (6)  Upon the lodgment, the copy has, and is taken to have had from the date specified in the certificate as the date of the lodging of the original, the same force and effect for all purposes as the original.

             (7)  A decision of the AAT varying or setting aside a decision of the Registrar to certify and grant leave under subsection (4) may be lodged with the Registrar and is to be registered by the Registrar. However, no payments, contracts, dealings, acts or things made, had or done in good faith before the registration of the AAT’s decision, and upon the faith of and in reliance upon the certificate, are to be invalidated or affected by the AAT’s decision.

             (8)  A certification under subsection (4) is not a legislative instrument.



 

Division 407 Registrar’s powers

407-1   Registrar may refuse to receive or register documents

             (1)  If the Registrar is of the opinion that a document submitted for lodgment:

                     (a)  contains matter contrary to law; or

                     (b)  contains matter that, in a material particular, is false or misleading in the form or context in which it is included; or

                     (c)  because of an omission or misdescription has not been duly completed; or

                     (d)  contravenes this Act; or

                     (e)  contains an error, alteration or erasure;

the Registrar may refuse to receive or register the document and may request:

                      (f)  that the document be appropriately amended or completed and resubmitted; or

                     (g)  that a fresh document be submitted in its place; or

                     (h)  if the document has not been duly completed—that a supplementary document in the approved form be lodged.

             (2)  A request under subsection (1) is not a legislative instrument.

407-5   Registrar may require additional information

             (1)  The Registrar may require a person who submits a document for lodgment to:

                     (a)  produce to the Registrar such other document; or

                     (b)  give the Registrar such information;

as the Registrar thinks necessary in order to form an opinion whether he or she may refuse to receive or register the submitted document.

             (2)  A person must comply with a requirement under subsection (1).

             (3)  A person commits an offence if the person contravenes subsection (2).

Penalty:  50 penalty units or imprisonment for 12 months, or both.

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

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

407-10   Registrar may require information from persons on a register

             (1)  If information about a person is included on a register kept by the Registrar, the Registrar may at any time, in writing, require that person to give the Registrar specified information about the person if information of that kind is included on that register in relation to the person.

             (2)  The person must provide the information within such reasonable period, and in such form, as is specified by the Registrar.

             (3)  A person commits an offence if the person contravenes subsection (2).

Penalty:  50 penalty units or imprisonment for 12 months, or both.

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

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

407-15   Telephone or email notice of certain changes

             (1)  The Registrar may, in his or her discretion, accept telephone or email notice of a change to a detail in relation to an Aboriginal and Torres Strait Islander corporation if:

                     (a)  either:

                              (i)  the change relates to a misspelling or other minor typographical error; or

                             (ii)  the change is to a detail included on a list published by the Registrar on the Internet for the purposes of this section; and

                     (b)  the notice satisfies the authentication requirements published by the Registrar on the Internet for the purposes of this section.

             (2)  If the Registrar accepts telephone or email notice of a change to a detail, any obligation elsewhere in this Act to lodge an approved form in relation to the change is satisfied by the telephone or email notice, as the case may be. However, this does not affect the corporation’s liability for late lodgment fees incurred before the notice is given or that corporation’s continuing offences committed before that time.

             (3)  The requirements referred to in paragraph (1)(b) are not legislative instruments.

407-20   Registrar may destroy or dispose of lodged documents

             (1)  The Registrar may destroy or dispose of any document relating to an Aboriginal and Torres Strait Islander corporation (other than the constitution or a document affecting the corporation’s constitution) if:

                     (a)  the Registrar is of the opinion that it is no longer necessary or desirable to retain the document; and

                     (b)  the document was lodged more than 15 years before or has been registered for 15 years or longer.

             (2)  The Registrar may also destroy or dispose of a document if:

                     (a)  the Registrar is of the opinion that it is no longer necessary or desirable to retain the document; and

                     (b)  an image of the document has been incorporated with a register kept by the Registrar.



 

Division 410 Courts power if documents not lodged

410-1   Court may make certain orders

             (1)  If:

                     (a)  an individual fails to comply with a requirement to which subsection (7) applies; and

                     (b)  the individual does not comply within 14 days after the service on the person of a notice requiring the requirement to be done; and

                     (c)  the Registrar applies to a court;

the court may make an order directing the individual to comply with the requirement within the time specified in the order.

             (2)  If:

                     (a)  a body corporate fails to comply with a requirement to which subsection (7) applies; and

                     (b)  the body corporate does not comply within 14 days after the service on the body, or any officer of the body, of a notice requiring the requirement to be done; and

                     (c)  the Registrar or any member or creditor of the body applies to a court;

the court may make an order directing the body, or any officer of the body, to comply with the requirement within the time specified in the order.

             (3)  An order under subsection (1) or (2) may provide that all costs of and incidental to the application are to be borne by the individual or the body or by any officers of the body responsible for the non-compliance (as the case may be).

             (4)  A person commits an offence if the person contravenes an order made under subsection (1) or (2).

Penalty:  50 penalty units or imprisonment for 12 months, or both.

             (5)  An offence against subsection (1) or (2) is an offence of strict liability.

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

             (6)  Nothing in this Part or Part 9-3 (dealing with registers) prejudices the operation of any law imposing penalties on an individual or a body or its officers in respect of a failure to comply with a relevant requirement.

             (7)  This subsection applies to the following:

                     (a)  a requirement under any provision of this Act or other law that requires the lodging in any manner of any return, account, report or other document with, or the giving of notice to, the Registrar of any matter;

                     (b)  a requirement to comply with any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document.