Commonwealth Numbered Acts

CORPORATIONS LEGISLATION AMENDMENT ACT 1991 No. 110 of 1991 - SCHEDULE 1

                             SCHEDULE 1                       Section 4

AMENDMENTS OF THE CORPORATIONS ACT 1989 Subsection 3 (3):
Omit "the Australian Capital" (second occurring), substitute "a". Subsection 4
(1) (definition of "Commonwealth law"):
Omit "Acts and unwritten laws of the Commonwealth", substitute "written or
unwritten laws of the Commonwealth, including laws about the exercise of
prerogative powers, rights and privileges". Subsection 4 (1):
Insert: " `ASC Law' and `ASC Regulations' have the meaning provided for by
Division 2 of Part 1 of the Australian Securities  Commission Act 1989 ;
`Commonwealth administrative laws' means the provisions of the following Acts:

   (a)  the Administrative Appeals Tribunal Act 1975;

   (b)  the Administrative Decisions (Judicial Review) Act 1977;

   (c)  the Freedom of Information Act 1982;

   (d)  the Ombudsman Act 1976;

   (e)  the Privacy Act 1988; and the provisions of the regulations under
        those Acts;". Subsections 6 (3), (4), (5) and (6):
Omit the subsections, substitute:

"(3) To the extent that a provision of the Corporations Regulations of the
Capital Territory is taken because of a particular application of subsection
(2) to have effect, or to have had effect, before the day of notification of
the regulations referred to in that subsection, the provision does not operate
so as to:

   (a)  affect a private person's rights as at that day so as to disadvantage
        that person; or

   (b)  impose a liability on a private person in respect of anything done or
        omitted to be done before that day.

"(4) In subsection (3): `private person" means a person other than:

   (a)  the Commonwealth, a State or the Capital Territory; or

   (b)  an authority of the Commonwealth, of a State or of the Capital
        Territory.

"(5) Subsection (3) does not affect any other operation that the provision has
because of subsection (2) or otherwise.

"(6) Since subsections (3), (4) and (5) deal differently with the topic dealt
with by subsection 48 (2) of the Acts  Interpretation Act 1901 , that
subsection does not apply in relation to regulations under section 22 of this
Act.". Before subsection 9 (1):
Insert:

"(1A) In this section: `reserved law" means:

   (a)  this Act; or

   (b)  the Corporations Law, or Corporations Regulations, of the Capital
        Territory; or

   (c)  the ASC Law, or ASC Regulations, of the Capital Territory.".
        Subsection 9 (1):
Omit all the words after "a provision of", substitute "a reserved law.".
Subsection 9 (2):
Omit all the words after "specified", substitute "provision of a reserved law,
or despite any provision of a specified reserved law.". Section 39:
Repeal the section, substitute: Effect of Part

"39. (1) Divisions 2 and 2A have effect subject to this Act (in particular
Part 9), the Corporations Law of the Capital Territory and the
Australian Securities Commission  Act 1989 .

"(2) The provisions of:

   (a)  subsections 42 (2), (3) and (4) and sections 43 and 44; and

   (b)  subsections 45B (2), (3) and (4) and sections 45C and 45D; and any
        other provision of this Act that has effect for the purposes of any of
        those provisions, extend to each external Territory.

"(3) Nothing in this Part limits the generality of anything else in it.".
Section 40:
Add at the end:

"(2) The purposes for which an offence is to be treated as mentioned in
subsection (1) include, for example (but without limitation):

   (a)  the investigation and prosecution of offences; and

   (b)  the arrest, custody, bail, trial and conviction of offenders or
        persons charged with offences; and

   (c)  proceedings relating to a matter referred to in paragraph (a) or (b);
        and

   (d)  appeals and review relating to criminal proceedings and to proceedings
        of the kind referred to in paragraph (c); and

   (e)  the sentencing, punishment and release of persons convicted of
        offences; and

   (f)  fines, penalties and forfeitures; and

   (g)  liability to make reparation in connection with offences; and

   (h)  proceeds of crime; and

   (i)  spent convictions.". Section 41:
Repeal the section. Subsection 42 (1):
Add at the end "and were not laws of that other jurisdiction". Subsection 42
(2):
Add at the end "and were not laws of that jurisdiction". Subsection 43 (4):
After "In performing" insert "or exercising". Subsection 45 (3):
Omit the subsection. After section 45:
Insert:

"Division 2A - Administrative law Object

"45A. The object of this Division is to further the object of this Part by
providing that the Commonwealth administrative laws apply in the Capital
Territory and the external Territories, in relation to the applicable
provisions of a jurisdiction other than the Capital Territory, in the same way
as if those provisions were laws of the Commonwealth. Application of
Commonwealth administrative laws in relation to applicable provisions of other
jurisdictions

"45B. (1) The Commonwealth administrative laws apply, as laws for the
government of the Capital Territory, in relation to any act, matter or thing
arising under or in respect of the applicable provisions of another
jurisdiction as if those provisions were laws of the Commonwealth and were not
laws of that other jurisdiction.

"(2) The Commonwealth administrative laws that extend to an external Territory
apply, as laws for the government of that Territory, in relation to any act,
matter or thing arising under or in respect of the applicable provisions of a
jurisdiction other than the Capital Territory as if those provisions were laws
of the Commonwealth and were not laws of that jurisdiction.

"(3) A Commonwealth administrative law, as applying because of subsection (1)
or (2), does not require, prohibit, empower, authorise, or otherwise provide
for, the doing of an act outside the Capital Territory, or the external
Territory concerned, as the case may be.

"(4) The effect that a Commonwealth administrative law has because of
subsection (1) or (2) is additional to, and does not prejudice, the effect
that the Commonwealth administrative law otherwise has. Functions and powers
under Commonwealth administrative laws as applying because of section 45B

"45C. (1) This section applies to a Commonwealth administrative law that
confers on an officer or authority of the Commonwealth a function or power in
relation to an act, matter or thing arising under or in respect of an
applicable provision of the Capital Territory.

"(2) The Commonwealth administrative law, as applying because of subsection
45B (1) or (2), confers on that officer or authority the same function or
power in relation to an act, matter or thing arising under or in respect of
the corresponding applicable provision of a jurisdiction other than the
Capital Territory.

"(3) The function or power referred to in subsection (2) may only be performed
or exercised in the Capital Territory, or in the external Territory concerned,
as the case may be.

"(4) In performing or exercising the function or power referred to in
subsection (2), the officer or authority must act as nearly as practicable as
the officer or authority would act in performing or exercising the same
function or power in relation to an act, matter or thing arising under or in
respect of the corresponding applicable provision of the Capital Territory.
References in a Commonwealth administrative law to a provision of such a law

"45D. A reference in a Commonwealth administrative law to a provision of that
or another Commonwealth administrative law is taken, for the purposes of the
first-mentioned law as applying because of subsection 45B (1) or (2), to be a
reference to that provision as applying because of that subsection. How acts
etc. under applicable provisions of other jurisdictions are to be treated

"45E. (1) For the purposes of a law of the Commonwealth or of a law of the
Capital Territory, an act, matter or thing arising under or in respect of the
applicable provisions of a jurisdiction other than the Capital Territory:

   (a)  is taken to be an act, matter or thing arising under or in respect of
        the laws of the Commonwealth, in the same way as if those provisions
        were laws of the Commonwealth; and

   (b)  is taken not to be an act, matter or thing arising under or in respect
        of the laws of that jurisdiction.

"(2) Subsection (1) has effect for the purposes of a law:

   (a)  only in so far as it is within the authority of the Parliament to
        provide in relation to that law as mentioned in paragraph (1) (a); and

   (b)  except as prescribed by regulations under section 73.". Subsection 50
        (1) (definition of "Full Court"):
After "State" (twice occurring) insert "or Territory". Subsection 50 (1):
Insert: "`Family Court'" means the Family Court of Australia; `State Family
Court'", in relation to a State, means a court of that State to which
section 41 of the Family Law Act 1975 applies because of a Proclamation made
under subsection 41 (2) of that Act;". Subparagraph 50 (2) (a) (vii):
Omit the subparagraph, substitute:
  "(vii)   rules of court made by the Federal Court, the
Supreme Court of the Capital Territory, or the Family Court, because of a
provision of this Act; and

   (viii) rules of court applied by the Supreme Court, or a State Family
        Court, of a State when exercising jurisdiction conferred by this
        Division (including jurisdiction conferred by virtue of any previous
        application or applications of this subparagraph); and". After section
        51:
Insert: Jurisdiction of Family Court and State Family Courts

"51A. (1) Jurisdiction is conferred on the Family Court with respect to civil
matters arising under the Corporations Law of the Capital Territory.

"(2) Subject to section 9 of the Administrative Decisions  (Judicial Review)
Act 1977 , jurisdiction is conferred on each State Family Court with respect
to civil matters arising under the Corporations Law of the Capital Territory.

"(3) The jurisdiction conferred on a State Family Court by subsection (2) is
not limited by any limits to which any other jurisdiction of the State Family
Court may be subject.". Section 52:
Repeal the section, substitute: Appeals

"52. (1) An appeal may not be instituted from a decision of the Federal Court
to a court of a State or of the Capital Territory, or to the Family Court.

"(2) An appeal may not be instituted from a decision of a court of the Capital
Territory to a court of a State or to the Family Court.

"(3) An appeal may not be instituted from a decision of the Supreme Court of a
State to the Federal Court, to a court of the Capital Territory or of another
State, to the Family Court or to a State Family Court of that State.

"(4) An appeal may not be instituted from a decision of the Family Court to
the Federal Court or to a court of a State or of the Capital Territory.

"(5) An appeal may not be instituted from a decision of a State Family Court
of a State to the Federal Court, to a court of the Capital Territory or of
another State, or to the Supreme Court of that State.". Subsections 53 (3),
(4) and (5):
Omit the subsections. After section 53:
Insert: Transfer of proceedings by Family Court and State Family Courts

"53A. (1) This section applies to a proceeding with respect to a civil matter
arising under the Corporations Law of the Capital Territory in a court (in
this section called the `first court") having jurisdiction under section 51A.

"(2) If it appears to the first court that:

   (a)  the proceeding arises out of, or is related to, another proceeding
        pending in the Federal Court, or in the Supreme Court of a State or of
        the Capital Territory, and that the court in which the other
        proceeding is pending is the most appropriate court to determine the
        first-mentioned proceeding; or

   (b)  having regard to:

   (i)  whether, in the first court's opinion, apart from this Division or a
        law of a State corresponding to this Division, the proceeding, or a
        substantial part of it, would have been incapable of being instituted
        in the first court; and

   (ii) the extent to which, in the first court's opinion, the matters for
        determination in the proceeding are matters not within the first
        court's jurisdiction apart from this Division or such a law; and

   (iii) the interests of justice; the Federal Court, or the Supreme Court of
        a State or of the Capital Territory, is the most appropriate court to
        determine the proceeding; or

   (c)  it is otherwise in the interests of justice that the Federal Court, or
        the Supreme Court of a State or of the Capital Territory, determine
        the proceeding; the first court must transfer the proceeding to the
        Federal Court, or to that Supreme Court, as the case may be.

"(3) Subject to subsection (2), if it appears to the first court that:

   (a)  the proceeding arises out of, or is related to, another proceeding
        pending in another court having jurisdiction under section 51A in the
        matters for determination in the first-mentioned proceeding, and that
        the other court is the most appropriate court to determine the
        first-mentioned proceeding; or

   (b)  it is otherwise in the interests of justice that the proceeding be
        determined by another court having jurisdiction under section 51A in
        the matters for determination in the proceeding; the first court must
        transfer the proceeding to the other court.

"(4) If:

   (a)  the first court transfers the proceeding to another court; and

   (b)  it appears to the first court that:

   (i)  there is another proceeding pending in the first court that arises out
        of, or is related to, the first-mentioned proceeding; and

   (ii) it is in the interests of justice that the other court also determine
        the other proceeding; the first court must also transfer the other
        proceeding to the other court. Further matters for a court to consider
        when deciding whether to transfer a proceeding

"53B. In deciding whether to transfer under section 53 or 53A a proceeding or
application, a court must have regard to:

   (a)  the principal place of business of any body corporate concerned in the
        proceeding or application; and

   (b)  the place or places where the events that are the subject of the
        proceeding or application took place. Transfer may be made at any
        stage

"53C. A court may transfer under section 53 or 53A a proceeding or
application:

   (a)  on the application of a party made at any stage; or

   (b)  of the court's own motion. Transfer of documents

"53D. Where, under section 53 or 53A, a court transfers a proceeding, or an
application in a proceeding, to another court:

   (a)  the Registrar or other proper officer of the first-mentioned court
        must transmit to the Registrar or other proper officer of the other
        court all documents filed in the first-mentioned court in respect of
        the proceeding or application, as the case may be; and

   (b)  the other court must proceed as if:

   (i)  the proceeding had been originally instituted in the other court; and

   (ii) the same proceedings had been taken in the other court as were taken
        in the first-mentioned court; and

   (iii) in a case where an application is transferred - the application had
        been made in the other court.". Subsection 54 (1):
Omit "and 61,", substitute ", 61 and 61A,". Subsection 54 (3) (paragraph (a)
of the definition of "relevant jurisdiction"):
After "Australia" insert "or the Family Court". Subsection 54 (3) (paragraph
(b) of the definition of "relevant jurisdiction"):

   (a)  After "Australia" insert "or the Family Court".

   (b)  After "Federal Court" (second occurring) insert "or the Family Court,
        as the case may be,". Subsection 54 (3) (paragraph (d) of the
        definition of "relevant jurisdiction"):
After "State" insert ", or a State Family Court,". Subsection 56 (2):
After "Federal Court" insert ", the Family Court". Subsection 59 (1):
After "Federal Court" insert ", the Family Court". Paragraph 59 (2) (a):
Omit "or the Supreme Court of the Capital Territory or of a State", substitute
", the Family Court, the Supreme Court of the Capital Territory or of a State
or a State Family Court". Subsection 59 (2):
Omit "or the Supreme Court of the Capital Territory" (second occurring),
substitute ", the Family Court, the Supreme Court of the Capital Territory or
of that State or that State Family Court". After section 61:
Insert in Division 1 of Part 9: Rules of the Family Court

"61A. (1) The power to make rules of court conferred by section 123 of the
Family Law Act 1975 extends to making rules of court, not inconsistent with
the Corporations Law of the Capital Territory:

   (a)  with respect to proceedings, and the practice and procedure, of the
        Family Court under that Law; and

   (b)  with respect to any matter or thing that is:

   (i)  required or permitted by that Law to be prescribed by rules within the
        meaning of that Law; or

   (ii) necessary or convenient to be prescribed by such rules for carrying
        out or giving effect to that Law; and

   (c)  without limitation, with respect to costs, and with respect to rules
        about meetings ordered by the Family Court.

"(2) When the Family Court is exercising jurisdiction with respect to matters
arising under the Corporations Law of a State, being jurisdiction conferred by
a law of a State that corresponds to this Division, that Court must apply the
rules of court made under subsection (1), with such alterations as are
necessary.

"(3) When a State Family Court of a State is exercising jurisdiction with
respect to matters arising under the Corporations Law of the Capital
Territory, being jurisdiction conferred by this Division, that Court must
apply the rules of court made under the law of the State corresponding to
subsection (1), with such alterations as are necessary.

"(4) In this section: `Corporations Law of a State" does not include rules of
court; `Corporations Law of the Capital Territory" does not include rules of
court.". Paragraphs 64 (1) (a) and (b):
Omit the paragraphs, substitute:
  "(a)   with respect to:


   (i)  the summary conviction; or

   (ii) the examination and commitment for trial on indictment; or

   (iii) the trial and conviction on indictment; of offenders or persons
        charged with offences against the laws of the State or Capital
        Territory, and with respect to:

   (iv) their sentencing, punishment and release; or

   (v)  their liability to make reparation in connection with their offences;
        or

   (vi) the forfeiture of property in connection with their offences; or

   (vii) the proceeds of their crimes; and

   (b)  with respect to the hearing and determination of:

   (i)  proceedings connected with; or

   (ii) appeals arising out of; or

   (iii) appeals arising out of proceedings connected with; any such trial or
        conviction or any matter of a kind referred to in subparagraph (a)
        (iv), (v), (vi) or (vii);". Paragraph 76 (1) (a):
Omit "those laws commenced", substitute "the commencement of this section".
Subsection 80 (1):
Omit the subsection, substitute:

"(1) In this section: `instrument" has the same meaning as in section 14, but
does not include:

   (a)  a Co-operative Scheme Act; or

   (b)  regulations under such an Act or under this Act; or

   (c)  a national scheme law, or national scheme regulations, of the Capital
        Territory; `national scheme regulations of the Capital Territory"
        means the Corporations Regulations, or the ASC Regulations, of the
        Capital Territory.". Subsections 80 (2) and (3):
After "(4)" insert "and to any regulations in force under subsection (6)".
Subsection 80 (3):
Omit "regulations made under national scheme laws", substitute "national
scheme regulations". Subsection 80 (4):

   (a)  Omit "A", substitute "Subject to any regulations in force under
        subsection (6), a".

   (b)  Omit all the words after "national scheme law", substitute", or of
        national scheme regulations, of the Capital Territory.". After
        subsection 80 (4):
Insert:

"(4A) Subject to any regulations in force under subsection (6), a reference in
an instrument to the National Companies and Securities Commission is to be
taken to include a reference to the Australian Securities Commission.".
Paragraph 80 (5) (b):
Omit "regulations under national scheme laws", substitute "national scheme
regulations". Subsection 80 (6):
Omit the subsection, substitute:

"(6) Regulations under section 73:

   (a)  may declare that subsection (2), (3), (4) or (4A) of this section does
        not apply in relation to prescribed references in prescribed
        instruments; and

   (b)  may declare that subsection (2), (3), (4) or (4A) of this section has
        effect in relation to prescribed references in prescribed instruments
        as if, in that subsection, the words `be taken to be" were substituted
        for the words `be taken to include".".