Corporations Act 2001

includes (but is not limited to) admitted to quotation on the market; and

for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has a meaning affected by section 1042E.

an instrument in force under section 334; or

a provision of such an instrument as it so has effect.

See also doing an act or thing.

in relation to a body corporate but not in relation to a deed of company arrangement:

means an administrator of the body or entity appointed under Part 5.3A; and

if 2 or more persons are appointed under that Part as administrators of the body or entity—has a meaning affected by paragraph 451A(2)(b); or

in relation to a deed of company arrangement:

means an administrator of the deed appointed under Part 5.3A; and

if 2 or more persons are appointed under that Part as administrators of the deed—has a meaning affected by paragraph 451B(2)(b).

in relation to a body corporate (other than a CCIV)—has, in the provisions referred to in section 53, a meaning affected by that section; and

in relation to a body corporate that is a CCIV—has, in the provisions referred to in section 53AAA, a meaning affected by that section.

supplies made from any of those bodies corporate to any other of those bodies corporate; or

supplies that are input taxed; or

supplies that are not for consideration (and are not taxable supplies under section 72‑5 of the A New Tax System (Goods and Services Tax) Act 1999); or

supplies that are not made in connection with an enterprise that the body corporate carries on; or

supplies that are not connected with Australia.

in Part 5.1 (arrangements and reconstructions)—arrangement includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods; and

for the purposes of Chapter 7 (financial services and markets)—arrangement has the meaning given by subsection 761B(1).

In Part 7.1, see also subsection 761B(2).

some or all of a register kept by ASIC under this Act; or

information set out in a document lodged under this Act;

is an employee of the company, of the responsible entity for the registered scheme or of the RSE licensee for the registrable superannuation entity; and

is able, because of the position in which the person is employed, to exercise significant influence over:

a material aspect of the contents of the financial report being audited; or

the conduct or efficacy of the audit.

a standard in force under section 336; or

a provision of such a standard as it so has effect.

an auditor’s report on an annual financial report required by section 308; or

an auditor’s report on a half‑year financial report required by section 309; or

an auditor’s report on an annual sustainability report required by section 301A.

The Australian Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk Island and the Territories of Christmas Island and of Cocos (Keeling) Islands are covered by the definition of Territory in this section.

an ADI (authorised deposit‑taking institution) within the meaning of the Banking Act 1959; and

a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution.

the person holds an interest in the fund that was acquired in this jurisdiction; or

the person is ordinarily resident in this jurisdiction and holds an interest in the fund.

a registered scheme that is registered as a passport fund under Part 8A.3; or

a sub‑fund of a retail CCIV that is registered as a passport fund under Part 8A.3.

the terms applicable to the facility (the governing terms) do not permit the amount from time to time standing to the credit of the facility to be reduced otherwise than in consequence of one or more of the following:

a withdrawal, transfer or debit on the instruction of, or by authority of, the depositor, not being on account of entry fees, exit fees or charges for the management of the funds (but this does not exclude charges for the maintenance of the facility itself);

a payment of charges or duties on deposits into, or withdrawals from, the facility that are payable under a law of the Commonwealth or of a State or Territory;

a payment that a law of the Commonwealth, or of a State or Territory, requires to be made out of the facility;

a payment that an order of a court requires to be made out of the facility;

the exercise of a right to combine accounts;

the correction of an error;

any other circumstances specified in regulations made for the purposes of this subparagraph; and

any return to be generated for the depositor on the amount from time to time standing to the credit of the facility is an amount that is set out in, or that is calculated by reference to a rate or rates that are set out in, the governing terms; and

either:

there is no minimum period before which funds cannot be withdrawn or transferred from the facility without a reduction in the return generated for the depositor; or

if there is such a period, it expires on or before the end of the period of 5 years starting on the day on which funds were first deposited in the facility; and

unless subparagraph (c)(ii) applies and the period referred to in that subparagraph expires on or before the end of the period of 2 years starting on the day on which funds were first deposited in the facility—funds are able to be withdrawn or transferred from the facility on the instruction of, or by authority of, the depositor:

without any prior notice to the ADI that makes the facility available; or

if the ADI that makes the facility available is included in a class of ADIs specified in regulations made for the purposes of this subparagraph—subject to a prior notice requirement that does not exceed the period specified in those regulations in relation to that class of ADIs;

any other conditions specified in regulations made for the purposes of this paragraph.

means any benefit, whether by way of payment of cash or otherwise; and

when used in Division 2 of Part 2D.2 (sections 200 to 200J)—has the meaning given by section 200AB.

because of an offence—has the meaning given by section 1311D; and

because of a contravention of a civil penalty provision—has the meaning given by section 1317GAD.

A person who announces a bid on behalf of another person is not making the bid, the other person is making the bid.

for an off‑market bid—starts when the bidder’s statement is given to the target and ends:

1 month later if no offers are made under the bid; or

at the end of the offer period; and

for a market bid—starts when the bid is announced to the relevant financial market and ends at the end of the offer period.

includes a body corporate that is being wound up or has been dissolved; and

in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body; and

for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(2) (about Part 5.7 bodies).

a register; and

any other record of information; and

financial reports or financial records, however compiled, recorded or stored; and

sustainability reports or sustainability records, however compiled, recorded or stored; and

a document;

in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and

in Part 7.7A (best interests obligations and remuneration)—borrowed has the meaning given by section 964G.

in relation to a copy of, or extract from, a document—certified by a statement in writing to be a true copy of, or extract from, the document; or

in relation to a translation of a document—certified by a statement in writing to be a correct translation of the document into English.

that is being wound up; or

that is a CCIV of which one or more sub‑funds is being wound up; or

in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting; or

that is under administration; or

that has executed a deed of company arrangement that has not yet terminated; or

that is under restructuring; or

that has made a restructuring plan that has not yet terminated; or

that has entered into a compromise or arrangement with another person the administration of which has not been concluded.

a PPSA security interest, if:

the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and

the grantor (within the meaning of that Act) has title to the asset; or

a floating charge.

Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

a declaration of contravention under section 1317E;

a pecuniary penalty order under section 1317G;

a relinquishment order under section 1317GAB;

a refund order under section 1317GA or 1317GB;

a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE;

an order under section 206C disqualifying a person from managing corporations.

in relation to shares in a CCIV—a meaning affected by sections 57 and 1230A; and

in relation to shares (other than shares in a CCIV) or interests in a managed investment scheme—a meaning affected by section 57; and

when used in relation to securities for the purposes of Chapter 6, 6A or 6C—a meaning affected by subsection 605(2); and

in relation to financial products or financial services—has a meaning affected by regulations made for the purposes of section 761CA.

has the meaning given by section 768A; and

in relation to an Australian CS facility licence—has a meaning affected by section 824E.

for an issue situation—has the meaning given by paragraph 1012B(2)(c); and

for a recommendation situation—has the meaning given by paragraph 1012A(2)(c); and

for a sale situation—has the meaning given by paragraph 1012C(2)(c); and

of a trustee company—has the meaning given by subsection 601RAB(3); and

See also retail client and wholesale client.

a spouse or child of the member; or

a child of the member’s spouse; or

a dependant of the member or of the member’s spouse; or

anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

a company the member controls; or

a person prescribed by the regulations for the purposes of this paragraph.

in relation to Australia—means:

the territorial sea of Australia; and

the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;

in relation to a State or Territory—means so much of the coastal sea of Australia as is within the area described in Schedule 1 to the Offshore Petroleum and Greenhouse Gas Storage Act 2006 under the heading that refers to that State or Territory.

financial services licensees; or

authorised representatives of financial services licensees; or

issuers of financial products;

in the case of an accounting standard or a sustainability standard as originally in effect—the time when the accounting standard or sustainability standard took effect; or

in the case of an accounting standard or a sustainability standard as varied by a particular provision of an instrument made under section 334 or 336A—the time when that provision took effect.

The Australian Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk Island and the Territories of Christmas Island and of Cocos (Keeling) Islands are covered by the definition of Territory in this section.

an Agency (within the meaning of the Public Service Act 1999); or

a body, whether incorporated or not, established for a public purpose by or under a law of the Commonwealth; or

a person:

holding or performing the duties of an office established by or under a law of the Commonwealth; or

holding an appointment made under a law of the Commonwealth.

in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and

in Part 5B.1, includes an unincorporated registrable body.

a company’s constitution, which (where relevant) includes rules and consequential amendments that are part of the company’s constitution because of the Life Insurance Act 1995; or

a managed investment scheme’s constitution; or

in relation to any other kind of body:

the body’s charter or memorandum; or

any instrument or law (other than this Act) constituting, or defining the constitution of, the body or governing the activities of the body or its members.

The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company’s constitution. They override this Act. See Subdivision 2 of Division 4 of Part 2A of that Act.

The constituent document (as defined in the Passport Rules for this jurisdiction) for a notified foreign passport fund is taken under section 1213E to be the constitution of the fund as a managed investment scheme.

a document used to notify a market operator of information relating to a body under provisions of the market’s listing rules referred to in subsections 674(1) and 674A(1); or

a document under section 675 or 675A lodged in relation to the body.

are in a class of securities that were quoted ED securities at all times in the 3 months before the date of the prospectus or Product Disclosure Statement; and

are securities of an entity in relation to which the following subparagraphs are satisfied during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the date of the prospectus or Product Disclosure Statement:

no exemption under section 111AS or 111AT, or modification under section 111AV, covered the entity, or any person as director or auditor of the entity;

no exemption under paragraph 741(1)(a), or declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A covered the entity, or any person as director or auditor of the entity;

no order under section 340, 340A, 341 or 341A covered the entity, or any person as director or auditor of the entity;

regular deductions are made from the wages or salary of an employee or director (the contributor) to acquire financial products that are offered for issue or sale to the contributor under a scheme for employees or directors of a company to acquire any of the following financial products of the company:

fully paid ordinary shares;

options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares;

units in fully paid ordinary shares;

the deductions are authorised by the contributor in a form which is included in, or accompanies, the disclosure document or the Product Disclosure Statement for the scheme;

before acquiring the financial products under the scheme, the deductions are held on trust in an account with an Australian ADI that is kept solely for that purpose;

the contributor may elect to discontinue the deductions at any time;

if the contributor so elects, the amount of the deductions standing, at that time, to the credit of the account for the contributor, and any interest on that amount, is repaid to the contributor;

the scheme does not involve the offer to the contributor of a loan or similar financial assistance for the purpose of, or in connection with, the acquisition of the financial products that are offered under the scheme.

in relation to a company (other than a no liability company):

a person liable as a member or past member to contribute to the property of the company if it is wound up; and

for a company with share capital—a holder of fully paid shares in the company; and

before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)—a person alleged to be such a contributory; and

in relation to a Part 5.7 body:

a person who is a contributory by virtue of section 586; and

before the final determination of the persons who are contributories by virtue of that section—a person alleged to be such a contributory; and

in relation to a no liability company—subject to subsection 254M(2), a member of the company; and

in relation to a sub‑fund of a CCIV—a person who is a contributory of the CCIV under paragraph (a), if the person is liable as mentioned in subparagraph (a)(i) as a member or past member of the sub‑fund, or is a holder of shares referable to the sub‑fund.

unless paragraph (b) applies—has the meaning given by section 50AA; and

when used in Part 7.6—has the meaning given by section 910B.

unless paragraph (b) applies:

in the case of a receiver, or receiver and manager, of that property—the day when the receiver, or receiver and manager, was appointed; or

in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a security interest—the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that security interest; or

if the controller became a controller of property of the corporation:

to act with an existing controller of such property; or

in place of a controller of such property who has died or ceased to be a controller of such property;

a receiver, or receiver and manager, of that property; or

anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a security interest;

have the other class of securities issued to them; or

have the securities transform into securities of that other class.

this Act; and

the ASIC Act; and

rules of court made by the Federal Court, the Supreme Court of the Australian Capital Territory, or Judges of the Federal Circuit and Family Court of Australia (Division 1), because of a provision of this Act; and

rules of court applied by the Supreme Court, or a State Family Court, of a State, or by the Supreme Court of the Northern Territory or of Norfolk Island, when exercising jurisdiction conferred by Division 1 of Part 9.6A (including jurisdiction conferred by virtue of any previous application or applications of this paragraph).

subsection 921BA(4); or

subsection 921BB(3).

Crowd‑sourced funding is dealt with in Part 6D.3A.

unless paragraph (b) applies—$3 million; or

any amount prescribed by the regulations for the purposes of this paragraph.

a director, officer or employee of the CSLR operator; or

a person engaged as a consultant to, or to perform services for, the CSLR operator for the purposes of the financial services compensation scheme of last resort.

of a standard margin lending facility—has the meaning given by subsection 761EA(3); and

of a non‑standard margin lending facility—has the meaning given by subsection 761EA(6).

Subsection 964(2) incorporates a modified version of the definition of custodial arrangement in section 1012IA.

for an off‑market bid—the date on which offers are first made under the bid; or

for a market bid—the date on which the bid is announced to the relevant financial market.

except in Part 7.8A—has the meaning given by section 766C; and

in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2);

an undertaking to repay money deposited with or lent to the body by a person if:

the person deposits or lends the money in the ordinary course of a business carried on by the person; and

the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or

an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or

This paragraph has an extended meaning in relation to Chapter 8 (see subsection 1200A(2)).

an undertaking to pay money under:

a cheque; or

an order for the payment of money; or

a bill of exchange; or

an undertaking by a body corporate to pay money to a related body corporate; or

an undertaking to repay money that is prescribed by the regulations.

in relation to a company under administration—the period beginning on the day when:

a notice of appointment of the administrator must be given to the secured party under subsection 450A(3)—such notice is so given; or

otherwise—the administration begins;

in relation to a company under restructuring—the period beginning on the day when:

a notice of appointment of the restructuring practitioner must be given to the secured party under the regulations—such notice is so given; or

otherwise—the restructuring begins;

stating whether the administrator has, to any extent, been indemnified (otherwise than under section 443D), in relation to that administration, for:

any debts for which the administrator is, or may become, liable under Subdivision A of Division 9 of Part 5.3A; or

any debts for which the administrator is, or may become, liable under a remittance provision as defined in section 443BA; or

the remuneration to which he or she is entitled under section 60‑5 of Schedule 2 (external administrator’s remuneration); and

if so, stating:

the identity of each indemnifier; and

the extent and nature of each indemnity.

will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or

prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled.

an irregularity; and

a misstatement of an amount or total; and

a misdescription of a debt or other matter; and

a misdescription of a person or entity.

in relation to a CSF offer document, has the meaning given by subsection 738U(1); and

in relation to a disclosure document or statement:

in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

in relation to a company—deregistered under Chapter 5A; and

in relation to any other body corporate—deregistered in a way that results in the body corporate ceasing to exist.

means a facility to which information about derivative transactions, or about positions relating to derivative transactions, can be reported (whether or not other information or data can also be reported to the facility); and

in relation to an Australian derivative trade repository licence—has a meaning affected by subsection 905E(2).

the entry into of an arrangement (as defined in subsection 761B(1)) that is a derivative; or

the modification or termination of such an arrangement; or

the assignment, by a party to such an arrangement, of some or all of the party’s rights and obligations under the arrangement; or

any other transaction that relates to a derivative and that is in a class of transactions prescribed by the regulations for the purposes of this paragraph.

section 1272; or

section 308‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

an annual directors’ report required by section 292; or

a half‑year directors’ report required by section 302.

a prospectus for the offer; or

a profile statement for the offer; or

an offer information statement for the offer.

in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

when used in relation to financial products, otherwise than in a situation to which paragraph (b) applies, dispose includes terminate or close out the legal relationship that constitutes the financial product;

for the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.

This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

This definition refers to Division 3 (insider trading prohibitions) of Part 7.10.

In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were Division 3 financial products: see section 1040B.

This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

This definition refers to Division 4 (NGF Compensation regime) of Part 7.5.

a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy; or

a communication of information in the form of speech by means of guided and/or unguided electromagnetic energy, where the speech is processed at its destination by an automated voice recognition system.

for restructuring a company—has the meaning given by section 453C; and

for the simplified liquidation process—has the meaning given by section 500AA.

ASIC; or

a liquidator or provisional liquidator of the corporation; or

an administrator of the corporation; or

an administrator of a deed of company arrangement executed by the corporation; or

a restructuring practitioner for the corporation; or

a restructuring practitioner for a restructuring plan made by the corporation; or

a person authorised in writing by ASIC to make:

applications under the Division of Part 5.9 in which the expression occurs; or

such an application in relation to the corporation.

has as its purpose the acquisition of shares in a company by, or on behalf of:

employees of the company, or of a related body corporate; or

directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

has been approved by the company in general meeting.

appoint a receiver of property of the company under a power contained in an instrument relating to the security interest; or

obtain an order for the appointment of a receiver of such property for the purpose of enforcing the security interest; or

enter into possession, or assume control, of such property for that purpose; or

appoint a person so to enter into possession or assume control (whether as agent for the secured party or for the company); or

exercise, in relation to property including PPSA retention of title property, as the secured party or as a receiver or person so appointed, a right, power or remedy existing because of the security interest, arising:

under an agreement or instrument relating to the security interest; or

in the case of a PPSA security interest—under an agreement or instrument relating to a transaction or dealing giving rise to the security interest; or

under a written or unwritten law; or

in any other way.

execution against that property; or

any other enforcement process in relation to that property that involves a court or a sheriff.

consents to be appointed as auditor of the audited body for a financial year; or

acts as the auditor of the audited body for a financial year; or

prepares a report in relation to the audited body that is required by this Act to be prepared by:

a registered company auditor; or

an auditor of the audited body in relation to a financial year or half‑year.

do an act; or

omit to perform an act.

enters into, or becomes a party to, a relevant agreement in relation to shares or other securities; or

exercises an option to have shares or other securities allotted, issued or granted;

a body corporate;

a partnership;

an unincorporated body;

an individual;

for a trust that has only 1 trustee—the trustee;

for a trust that has more than 1 trustee—the trustees together.

electricity; or

gas; or

water; or

a carriage service (within the meaning of the Telecommunications Act 1997).

the promotion, formation, management, administration, restructuring or winding up of the corporation; or

any other affairs of the corporation (including anything that is included in the corporation’s affairs because of section 53); or

the business affairs of any of the following, in so far as those business affairs are, or appear to be, relevant to the corporation or to anything that is included in the corporation’s examinable affairs because of paragraph (a) or (b):

a body corporate that is, or has been, related to the corporation;

an entity that is, or has been, connected with the corporation.

the entity’s property and assets:

whether present or future; and

whether held alone or jointly with any other person or persons; and

whether or not held as agent, bailee or trustee;

the entity’s liabilities:

whether present or future; and

whether actual or contingent; and

whether owed alone or jointly with any other person or persons; and

whether or not owed as trustee.

the entity’s business, trading, transactions and dealings:

whether alone or jointly with any other entity or entities; and

whether or not as agent, bailee or trustee;

the entity’s profits, income and receipts;

the entity’s losses, outgoings and expenditure.

where:

there is attached to a share or debenture a right to participate in a retirement village scheme; and

each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);

an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme.

a public authority; or

an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.

a person has an expectation that a managed investment scheme or a sub‑fund of a CCIV will become an Australian passport fund only as set out in section 1216B; and

a person has an expectation that a fund will become a notified foreign passport fund only as set out in section 1216G.

includes further extend; and

has a meaning affected by section 70.

other than in Chapter 5 and Part 7.3B—has the same meaning as in Schedule 2; and

in Part 7.3B:

subject to subparagraph (ii)—means an external administrator (within the meaning of Schedule 2 to this Act), a receiver, manager, managing controller, receiver and manager or other controller; and

does not include a statutory manager (within the meaning of this Act) or a Banking Act statutory manager (within the meaning of the Banking Act 1959).

means a Territory referred to in section 122 of the Constitution, where an Act makes provision for the government of the Territory as a Territory; but

does not include a Territory covered by the definition of Territory in this section.

The Australian Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk Island and the Territories of Christmas Island and of Cocos (Keeling) Islands are covered by the definition of Territory in this section.

some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

a requirement to provide a particular under section 346B.

has the meaning given by section 908AB; and

in relation to a benchmark administrator licence—has a meaning affected by section 908BE.

information obtained to generate or administer a financial benchmark; or

information (including statistical data) that is created or derived from information referred to in paragraph (a).

in Part 7.8A (design and distribution requirements)—has a meaning affected by subsection 994AA(1); and

in Part 7.9A (product intervention orders)—has a meaning affected by section 1023B.

In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were financial products: see section 1040B.

invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

documents of prime entry; and

working papers and other documents needed to explain:

the methods by which financial statements are made up; and

adjustments to be made in preparing financial statements.

an annual financial report required by or under section 292, 293, 294, 294A or 294B; or

a half‑year financial report required by section 302.

section 296 or 297 if the financial report is an annual financial report; or

section 304 or 305 if the financial report is a half‑year financial report.

of a company, registered scheme or disclosing entity (other than a notified foreign passport fund)—has the meaning given by section 323D; and

of a notified foreign passport fund—has the meaning given by section 323DAA; and

of a financial services licensee that is a body corporate and is not covered by paragraph (a)—means a financial year of the body corporate; and

for a financial services licensee that is not covered by paragraph (a) or (c)—means a year ending on 30 June.

if the administrator, restructuring practitioner or liquidator is a partner or employee of a partnership (the partnership firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the partnership firm; or

if the administrator, restructuring practitioner or liquidator is an officer or employee of a body corporate (the body corporate firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the body corporate firm.

a market licensee; or

a CS facility licensee; or

a derivative trade repository licensee; or

a benchmark administrator licensee.

a body corporate that is incorporated in an external Territory, or outside Australia and the external Territories, and is not:

a corporation sole; or

an exempt public authority; or

an unincorporated body that:

is formed in an external Territory or outside Australia and the external Territories; and

under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and

does not have its head office or principal place of business in Australia.

contributions of money or money’s worth to the fund; and

money that forms part of the fund property under provisions of this Act or the ASIC Act; and

money borrowed or raised by the operator of the fund for the purposes of the fund; and

property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

Paragraph (a)—if what a member contributes to a fund is rights over property, the rights in the property that the member retains do not form part of the fund property.

See also insurance product and risk insurance product.

for the purposes of sections 674, 674A, 675 and 675A (continuous disclosure)—has the meaning given by section 676; and

for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has the meaning given by section 1042C.

For a document or information to be given or otherwise provided to ASIC under a provision of this Act, the manner and format requirements in section 352 must be met.

in relation to a financial product—means the person to whom the financial product was issued, or if it has (since issue) been disposed of to another person who has not themselves disposed of it, that other person; and

in relation to an RSA—has the same meaning as in the Retirement Savings Accounts Act 1997;

if the passport fund is a regulated CIS, or a sub‑fund of a regulated CIS, in only one participating economy—that participating economy; and

if the passport fund is a regulated CIS, or a sub‑fund of a regulated CIS, in more than one participating economy—the participating economy in which the fund is first registered or approved as a regulated CIS (however that registration or approval is described).

the participating economy is not the home economy for the fund; and

either:

it is permitted under the law of the participating economy to offer interests in the fund in that economy, on the basis that the fund is a passport fund; or

an application has been made under the law of the participating economy for permission to offer interests in the fund in that economy, on the basis that the fund is a passport fund.

the person’s spouse; or

a person who is wholly or partly dependent on the person for financial support.

the Commonwealth; or

a State; or

an internal Territory.

of a company—means the company’s first registration under this Act; and

of any other incorporated body—means the body’s incorporation by or under a law (other than this Act).

an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and

a person who is in default, in relation to a contravention, includes a person who is involved in the contravention.

a contract of employment; or

a law, award, determination or agreement relating to terms or conditions of employment.

in Part 7.5B—means an infringement notice issued under Part 5 of the Regulatory Powers Act; and

in Part 9.4AA and Chapter 6CA—means an infringement notice issued under section 1317DAC; and

in Part 9.4AB, Part 7.6 and Part 9.4B—means an infringement notice given under section 1317DAM.

For the provisions subject to the infringement notice:

in Part 7.5B, see section 908CH; and

for an infringement notice issued under section 1317DAC, see section 1317DAC; and

for an infringement notice given under section 1317DAM, see section 1317DAN (under which the provisions include all strict liability offences and absolute liability offences against this Act and certain other offences and civil penalty provisions).

in relation to a person—has the meaning given by subsection 95A(2); and

in relation to a sub‑fund of a CCIV—has the meaning given by subsection 1231A(3).

a person who, under the Bankruptcy Act 1966, is a bankrupt in respect of a bankruptcy from which the person has not been discharged; or

a person who, under the law of a foreign country, has the status of an undischarged bankrupt; or

a person any of whose property is subject to control under:

section 50 or Division 2 of Part X of the Bankruptcy Act 1966; or

a corresponding provision of the law of a foreign country; or

a person who has executed a personal insolvency agreement under:

Part X of the Bankruptcy Act 1966; or

the corresponding provisions of the law of a foreign country;

a person who is a party (as a debtor) to a debt agreement under:

Part IX of the Bankruptcy Act 1966; or

the corresponding provisions of the law of a foreign country.

See also general insurance product, investment life insurance product, life risk insurance product and risk insurance product.

in relation to a contract of life insurance—insured, for the purposes of Division 4 (special provisions relating to insurance) of Part 7.8, has the meaning given by section 985A; and

in relation to a superannuation complaint—insurer has the meaning given by section 761A.

interest in relation to land includes:

a legal or equitable estate or interest in the land; or

a right, power or privilege over, or in relation to, the land; and

interest in a managed investment scheme (including a notified foreign passport fund) means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not); and

in Part 5D.5 (limit on control of licensed trustee companies) interests of clients of a licensed trustee company—has a meaning affected by section 601VCB.

a share in the company, disclosing entity or body; or

a debenture of the company, disclosing entity or body; or

a legal or equitable interest in:

a share in the company, disclosing entity or body; or

a debenture of the company, disclosing entity or body; or

an option to acquire (whether by way of issue or transfer) an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

an option to dispose of an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

an interest in the fund; or

a legal or equitable interest in an interest in the fund; or

an option to acquire (whether by way of issue or transfer) an investment in the fund covered by paragraph (a) or (b); or

an option to dispose of an investment in the fund covered by paragraph (a) or (b); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

an investment in the operator of the fund.

an interest in the scheme; or

a legal or equitable interest in an interest in the scheme; or

an option to acquire (whether by way of issue or transfer) an investment in the scheme covered by paragraph (a) or (b); or

an option to dispose of an investment in the scheme covered by paragraph (a) or (b); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

an investment in the responsible entity of the scheme.

See also insurance product.

in a contravention—has the meaning given by section 79; and

in a market licensee, CS facility licensee, derivative trade repository licensee or a benchmark administrator licensee, or in an applicant for such a licence—has the meaning given by section 853B.

issue includes:

in relation to interests in a managed investment scheme—make available; and

otherwise—circulate, distribute and disseminate; and

in relation to a financial product—issue has the meaning given by section 761E.

law of a State or Territory means a law of, or in force in, the State or Territory; and

in Chapter 5D (licensed trustee companies)—law has the meaning given by section 601RAA.

The definition in paragraph (a) does not affect the meaning of law when used otherwise than in a phrase such as “law of a State or Territory”. Examples of such a use are in the phrase “any provision of any law” in section 100A and the phrase “law of the Commonwealth” in section 156.

An interest that arises under a lease of goods that in substance secures the payment or performance of an obligation, or that arises under a PPS lease within the meaning of the Personal Property Securities Act 2009, may be a PPSA security interest (see sections 12 and 13 of that Act and the definition of PPSA security interest in this section).

liability (except in relation to a sub‑fund of a CCIV):

includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective); and

in relation to a CCIV—has a meaning affected by section 1233A; and

liabilities, in relation to a sub‑fund of a CCIV, has the meaning given by section 1233L.

Traditional trustee company services are financial services: see subsection 766A(1A).

See also insurance product and risk insurance product.

a company limited by shares; or

a company limited by guarantee; or

a company limited both by shares and guarantee;

the incurring of a debt and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10); and

the disposition of a company’s property and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10A).

for a registered scheme—has the meaning given by subsection 601KA(4); and

for a sub‑fund—has the meaning given by subsection 1230H(1).

has a meaning affected by paragraph 530(b) (which deals with 2 or more persons appointed as liquidators); and

in Chapter 7, includes a provisional liquidator.

a company, managed investment scheme or other body is listed if it is included in the official list of a declared financial market operated in this jurisdiction; and

a retail CCIV that is not listed because of paragraph (a) is listed if:

the retail CCIV has only one sub‑fund; and

that sub‑fund is included in the official list of a declared financial market operated in this jurisdiction; and

a sub‑fund of a retail CCIV is listed if:

the sub‑fund is included in the official list of a declared financial market operated in this jurisdiction; or

the retail CCIV is listed because of paragraph (a).

admitting entities to, or removing entities from, the market’s official list, whether for the purpose of enabling financial products of those entities to be traded on the market or for other purposes; or

the activities or conduct of entities that are included on that list.

any applicable requirements in Chapter 2P; and

in addition, for a document that Schedule 2 requires to be lodged with ASIC in an approved form—any applicable requirements in section 100‑6 of that Schedule.

A reference in this Act to a document that is lodged has a meaning affected by:

subsection 350(2); and

if applicable, subsection 100‑6(2) of Schedule 2.

a scheme that has the following features:

people contribute money or money’s worth as consideration to acquire rights (interests) to benefits produced by the scheme (whether the rights are actual, prospective or contingent and whether they are enforceable or not);

any of the contributions are to be pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property, for the people (the members) who hold interests in the scheme (whether as contributors to the scheme or as people who have acquired interests from holders);

the members do not have day‑to‑day control over the operation of the scheme (whether or not they have the right to be consulted or to give directions); or

a time‑sharing scheme;

a partnership that has more than 20 members but does not need to be incorporated or formed under an Australian law because of regulations made for the purposes of subsection 115(2);

a body corporate (other than a body corporate that operates as a time sharing scheme);

a scheme in which all the members are bodies corporate that are related to each other and to the body corporate that promotes the scheme;

a franchise;

a statutory fund maintained under the Life Insurance Act 1995;

a regulated superannuation fund, an approved deposit fund, a pooled superannuation trust or a public sector superannuation scheme;

a scheme operated by an Australian ADI in the ordinary course of its banking business;

the issue of debentures or convertible notes by a body corporate;

a barter scheme under which each participant may obtain goods or services from another participant for consideration that is wholly or substantially in kind rather than in cash;

a retirement village scheme operating within or outside Australia:

under which the participants, or a majority of them, are provided, or are to be provided, with residential accommodation within a retirement village (whether or not the entitlement of a participant to be provided with accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is, or is to be, provided); and

which is not a time‑sharing scheme;

a scheme that is operated by a co‑operative company registered under Part VI of the Companies (Co‑operative) Act 1943 of Western Australia or under a previous law of Western Australia that corresponds to that Part;

a contribution plan;

an ESS contribution plan for an offer of ESS interests that is eligible to be made under Division 1A of Part 7.12;

the provision of a crowd‑funding service;

a scheme of a kind declared by the regulations not to be a managed investment scheme.

Paragraph (c)—A partnership with less than 20 members will usually not require registration because of paragraph 601ED(1)(a) and under section 115 a partnership with more than 20 members can only operate if covered by regulations made for the purposes of subsection 115(2).

Paragraphs (c) and (i) have an extended meaning in relation to Chapter 8 (see subsection 1200A(3)).

Under section 1213E, a notified foreign passport fund is to be treated as a managed investment scheme for the purposes of this Act.

a receiver and manager of that property; or

any other controller of that property who has functions or powers in connection with managing the corporation;

in relation to a standard margin lending facility—has the meaning given by subsection 761EA(4); and

in relation to a non‑standard margin lending facility—has the meaning given by subsection 761EA(7); and

in relation to a facility that ASIC has declared to be a margin lending facility under subsection 761EA(8)—has the meaning given in the declaration.

See also makes a market.

in relation to a managed investment schememeans a person who holds an interest in the scheme; or

in relation to a sub‑fund of a CCIV—means a person who is a member under subsection 1222Q(3); or

in relation to a company—a person who is a member under section 231.

prospecting for ores, metals or minerals;

obtaining, by any mode or method, ores, metals or minerals;

the sale or other disposal of ores, metals, minerals or other products of mining;

the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;

a bill of exchange, promissory note, cheque or other negotiable instrument; or

an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or

a letter of credit;

A no liability company can be registered under section 118 or 601BD. A company can convert to a no liability company under Part 2B.7.

A no liability company must have solely mining purposes and have no contractual right to recover unpaid calls (see subsection 112(2)).

the most recent electronic address nominated by the addressee to the originator of the electronic communication as the electronic address for receiving electronic communications; or

if:

the addressee has nominated an electronic address as mentioned in paragraph (a) and the originator knows, or there are reasonable grounds to believe, that the address is not a current electronic address for the addressee; or

the addressee has not nominated an electronic address as mentioned in paragraph (a);

is not a professional member of the audit team conducting the audit of the audited body; and

is either:

if the auditor is an individual auditor—an employee of the individual auditor (or of an entity acting for, or on behalf of, the individual auditor); or

if the auditor is an audit firm—a member of the audit firm or senior manager of the audit firm (or of an entity acting for, or on behalf of, the audit firm); or

if the auditor is an audit company—a director of the audit company or a senior manager of the audit company (or of an entity acting for, or on behalf of, the audit company); and

provides, or has provided, services (other than services related to the conduct of an audit) to the audited body.

if that provision creates an offence—an offence against that provision, or an offence against section 1314 that relates to that provision; or

if section 1311 creates an offence relating to that provision—an offence against section 1311 or 1314 that relates to that provision; or

if another provision creates an offence relating to that provision—an offence against that other provision or section 1314 that relates to that other provision.

offer a security (other than a financial product) includes:

invite applications for the issue of the security; and

invite offers to purchase the security; and

offer to issue or sell a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has a meaning affected by subsection 1010C(2); and

the person who offers a security:

(unless subparagraph (ii) applies) is the person who has the capacity, or who agrees, to issue or transfer the security if the offer is accepted; or

for the purposes of Chapter 8 (mutual recognition of securities offers), if the offer is an offer of a kind prescribed by the regulations for the purposes of this subparagraph—is a person of a kind prescribed by the regulations for the purposes of this subparagraph;

Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

appointment or employment by the Commonwealth, or the performance of services for the Commonwealth; or

the exercise of powers or performance of functions under a delegation by the Registrar.

the provisions of Division 12 of Part 11.2 of the old Corporations Law of each State or Territory in this jurisdiction, to the extent they continue to have effect because of section 1408 of this Act; and

if regulations for the purposes of subsection 1408(3) deal with a matter or matters dealt with in those provisions—the regulations that so deal with the matter or matters.

an on‑market transaction as defined in the rules governing the operation of the market; or

if those rules do not define on‑market transactions—effected in the ordinary course of trading on the market.

in relation to a financial market—has a meaning affected by section 791D; and

in relation to a clearing and settlement facility—has a meaning affected by section 820D.

of a clearing and settlement facility, or proposed clearing and settlement facility—means any rules (however described) made by the operator of the facility, or contained in the operator’s constitution, that deal with:

the activities or conduct of the facility; or

the activities or conduct of persons in relation to the facility;

of a financial market, or proposed financial market—means any rules (however described), including the market’s listing rules (if any), that are made by the operator of the market, or contained in the operator’s constitution, and that deal with:

the activities or conduct of the market; or

the activities or conduct of persons in relation to the market;

any such rules that deal with matters in respect of which licensed markets must have written procedures under regulations made for the purposes of subsection 793A(2); or

compensation rules; and

of the SEGC—means the rules referred to in section 890D.

a company; or

a registrable body that is registered under Division 1 or 2 of Part 5B.2.

a registrable body that is a registrable Australian body and:

is registered under Division 1 of Part 5B.2; or

is not registered under that Division but carries on business in this jurisdiction and outside its place of origin; or

a registrable body that is a foreign company and:

is registered under Division 2 of Part 5B.2; or

is not registered under that Division but carries on business in Australia; or

a partnership, association or other body (whether a body corporate or not) that consists of more than 5 members and that is not a registrable body;

The winding up of Aboriginal and Torres Strait Islander corporations is dealt with in Part 11‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

in a clearing and settlement facility—has the meaning given by subsections 768A(3) and (4); and

in a financial market—has the meaning given by subsections 767A(4) and (5).

to the contravention of a civil penalty provision by an individual—has the meaning given by section 1317G; and

to the contravention of a civil penalty provision by a body corporate—has the meaning given by section 1317G.

to an offence committed by an individual—has the meaning given by section 1311B; and

to an offence committed by a body corporate—has the meaning given by section 1311C; and

in section 1314 (continuing offences)—has the meaning given by subsection 1314(5).

in Division 2 of Part 2D.2—includes a superannuation fund; and

for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(1) (which deals with Part 5.7 bodies); and

in applying Chapter 7 and Part 6D.3A—has a meaning affected by section 761F (which deals with partnerships) and section 761FA (which deals with multiple trustees).

in relation to a body corporate at a particular time, means:

in the case of a body incorporated at that time in a State or Territory—that State or Territory; or

otherwise—the place of the body’s incorporation at that time; or

in relation to an unincorporated body—the State or Territory, or other place, in which the body is formed.

the person is appointed as an individual auditor of the company, scheme or entity for that financial year and:

acts as an auditor for the company, scheme or entity for that financial year; or

prepares an auditor’s report for the company, scheme or entity in relation to a financial report of the company, scheme or entity for that financial year or for a half‑year falling within that financial year; or

a firm or company is appointed as an auditor of the company, scheme or entity for that financial year and the person:

is a registered company auditor; and

acts, on behalf of the firm or company, as a lead auditor, or review auditor, in relation to an audit of the company, scheme or entity for that financial year or for a half‑year falling within that financial year.

a PPSA security interest in the property that is perfected by possession or control, within the meaning of the Personal Property Securities Act 2009; or

a lien or a pledge in relation to the property.

Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

The Personal Property Securities Act 2009 applies to certain security interests in personal property: see the following provisions of that Act:

section 8 (interests to which the Act does not apply);

section 12 (meaning of security interest);

Chapter 9 (transitional provisions).

For the meaning of transitional security interest, see section 308 of the Personal Property Securities Act 2009.

a structure, building, aircraft, vehicle or vessel; and

any land or place (whether enclosed or built on or not); and

a part of a structure, building, aircraft, vehicle or vessel or of such a place.

means a Product Disclosure Statement:

required by section 1012A, 1012B, 1012C, 1012I or 1012IA to be given in accordance with Division 2 of Part 7.9; or

that section 1012H requires an issuer of a financial product to take reasonable steps to ensure is given to a new group member in accordance with Division 2 of Part 7.9; and

has a meaning affected by section 1014J (about Replacement Product Disclosure Statements).

accounting standards; or

auditing standards; or

the provisions of this Act dealing with financial reporting and the conduct of audits.

the person is a financial services licensee whose Australian financial services licence covers the provision of financial services that are not limited to claims handling and settling services;

the person is a body regulated by APRA, other than a trustee of any of the following:

a superannuation fund;

an approved deposit fund;

a pooled superannuation trust;

a public sector superannuation scheme;

the person is a registered entity within the meaning of the Financial Sector (Collection of Data) Act 2001;

the person is the trustee of:

a superannuation fund; or

an approved deposit fund; or

a pooled superannuation trust; or

a public sector superannuation scheme;

the person controls at least $10 million (including any amount held by an associate or under a trust that the person manages);

the person is a listed entity, or a related body corporate of a listed entity;

the person is an exempt public authority;

the person is a body corporate, or an unincorporated body, that:

carries on a business of investment in financial products, interests in land or other investments; and

for those purposes, invests funds received (directly or indirectly) following an offer or invitation to the public, within the meaning of section 82, the terms of which provided for the funds subscribed to be invested for those purposes;

the person is a foreign entity that, if established or incorporated in Australia, would be covered by one of the preceding paragraphs.

A CCIV can also be a professional investor, see section 1241K.

in Part 5.2 (receivers, and other controllers, of property of corporations)—has a meaning affected by section 416; and

in Part 5.3A (administration)—has a meaning affected by section 435B; and

in Part 5.3B (restructuring)—has a meaning affected by section 452B; and

in Part 5.4B (winding up in insolvency or by the Court)—has a meaning affected by section 465; and

in Part 5.5 (voluntary winding up)—has a meaning affected by section 489F; and

in Part 5.6 (winding up generally)—has a meaning affected by section 513AA; and

in Part 5.7B (recovering property or compensation for creditors of insolvent company)—has a meaning affected by section 588C; and

in Part 5.8 (offences relating to external administration)—has a meaning affected by subsection 589(5); and

in Part 5A.1 (deregistration, and transfer of registration, of companies)—has a meaning affected by section 601; and

in Part 5B.2 (registrable bodies)—has a meaning affected by section 601C; and

in Part 7.3B (crisis resolution for CS facility licensees)—has a meaning affected by subsection 833A(4); and

in Part 8B.5 (operation of a CCIV)—has a meaning affected by section 1233; and

in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A.

A reference in this Act to the property of a corporation does not include a reference to any PPSA retention of title property of the corporation, unless provided otherwise expressly or by necessary implication (see section 51F). The sections mentioned in paragraphs (a) to (i) extend references to property of a corporation in Parts of this Act to PPSA retention of title property (or to certain PPSA retention of title property).

that is a trustee company, or a corporation to which paragraph 51(xx) of the Constitution applies that proposes to become a trustee company; and

that proposes to apply for an Australian financial services licence covering the provision of one or more traditional trustee company services.

obtained by a person in the course of the person’s official employment; and

disclosed to the person or another person, or obtained by the person or another person:

under, or in relation to, this Act; or

under another law of the Commonwealth;

in relation to a financial product—provide has a meaning affected by section 761E; and

in Subdivision A (volume‑based shelf‑space fees) of Division 5 of Part 7.7A—provider has the meaning given by subsection 964(2).

lending money; or

giving guarantees or security for loans made by someone else; or

drawing, accepting, indorsing, negotiating or discounting a bill of exchange, cheque, payment order or promissory note so that someone can obtain funds.

a subsection, section, Subdivision, Division, Part or Chapter of the law; and

a Schedule, or an item in a Schedule, to the law.

in section 195 and Chapter 2E, includes a body corporate (other than a prescribed body corporate) that:

is incorporated in a State or an internal Territory, but not under this Act; and

is included in the official list of a declared financial market; and

in Chapter 2E does not include a company that is not required to have “Limited” in its name because of section 150 or 151.

in relation to a notice—means, in Chapter 7, publish by any means, including in a newspaper or periodical, on the internet, by broadcasting or televising or in a cinematograph film; and

in any case—includes issue.

Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

if offers to dispose of, purchase or exchange the financial product at particular prices, or for particular consideration, are made or accepted on that financial market—those prices or that consideration; or

if offers or invitations are made on that financial market, being offers or invitations that are intended, or may reasonably be expected, to result in the making or acceptance of offers to dispose of, purchase or exchange the financial products at particular prices, or for particular consideration—those prices or that consideration; or

in any case—the price at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to dispose of, purchase or exchange the financial products.

for the purposes of Division 2 (best interests obligations) of Part 7.7A—has the meaning given by section 961C; and

for the purposes of Subdivision B (asset‑based fees on borrowed amounts) of Division 5 of Part 7.7A—has the meaning given by section 964H.

increases the body corporate’s level of share capital; or

issues one or more classes of shares, or one or more classes of rights to acquire shares, in the body corporate; or

issues capital instruments; or

acquires, cancels or sells:

shares in the body corporate; or

rights to acquire shares in the body corporate; or

reduces the body corporate’s share capital; or

varies or cancels rights or restrictions attached to shares in a class of shares in the body corporate.

in Part 5.2 (receivers, and other controllers, of property)—has a meaning affected by section 416; and

in Part 5.3A (deeds of company arrangement)—has a meaning affected by section 435B; and

in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A.

in relation to a sub‑fund, and a share in a CCIV—has the meaning given by subsection 1230(1); and

in relation to a sub‑fund, and a class of shares in a CCIV—has the meaning given by subsection 1230A(2); and

in relation to a sub‑fund, and a debenture issued by a CCIV—has the meaning given by subsection 1231N(1).

register means register under this Act; and

register kept by ASIC under this Act has a meaning affected by subsection 1214(4) (about the Register of Passport Funds).

See also Business Names Register and Register of Relevant Providers.

means a person registered as an auditor under Part 9.2; and

in relation to a body corporate that is not a company—includes a person qualified to act as the body’s auditor under the law of the body’s incorporation.

a body corporate, not being:

a company; or

an exempt public authority; or

a corporation sole; or

an unincorporated body that, under the law of its place of formation:

may sue or be sued; or

may hold property;

when used in a provision outside Chapter 2M or an associated definition—has the same meaning as in the Superannuation Industry (Supervision) Act 1993; and

when used in Chapter 2M or an associated definition—means a registrable superannuation entity (within the meaning of the Superannuation Industry (Supervision) Act 1993), but does not include the following:

an exempt public sector superannuation scheme;

an excluded approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993);

a small APRA fund (within the meaning of section 1017BB).

the definition of audit company;

the definition of audit‑critical employee;

the definition of audited body;

the definition of audit firm;

the definition of consolidated entity;

the definition of director;

the definition of financial year;

the definition of individual auditor;

the definition of officer;

the definition of play a significant role;

the definition of RSE remuneration report.

if only one Commonwealth body is appointed as Registrar under section 1270—that body; or

if more than one Commonwealth body is appointed under section 1270:

for a reference in a provision that relates to one or more particular functions or powers—any Commonwealth body so appointed with any of those particular functions or powers; or

otherwise—any of the Commonwealth bodies appointed under section 1270.

in relation to a financial product:

in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2); and

in Divisions 2 (Product Disclosure Statements) and 7 (enforcement) of Part 7.9—has the meaning given by section 1011B; and

in relation to a CGS depository interest, in Division 5C (information about CGS depository interests) of Part 7.9—has the meaning given by subsection 1020AH(2).

that, under subsection 707(2), (3) or (5), needs disclosure to investors under Part 6D.2; or

in relation to which a Product Disclosure Statement must be given under subsection 1012C(5), (6) or (8); or

made in circumstances prescribed by regulations made for the purposes of this paragraph.

a promoter of the body;

a relative of such a promoter;

a relative of a spouse of such a promoter;

a director or member of the body or of a related body corporate;

a relative of such a director or member;

a relative of a spouse of such a director or member;

a body corporate that is related to the first‑mentioned body;

a beneficiary under a trust of which the first‑mentioned body is or has at any time been a trustee;

a relative of such a beneficiary;

a relative of a spouse of such a beneficiary;

a body corporate one of whose directors is also a director of the first‑mentioned body;

a trustee of a trust under which a person is a beneficiary, where the person is a related entity of the first‑mentioned body because of any other application or applications of this definition.

when used in Chapter 2E (other than in relation to a CCIV) has the meaning given by section 228; and

when used in Chapters 2E and 8B, in relation to a CCIV, has the meaning given by section 1227E; and

when used in Part 6D.3A—has the meaning given by subsection 738G(3); and

when used in Division 2 of Part 5C.10, Chapter 8A and the Passport Rules for this jurisdiction—has the meaning given by the Passport Rules for this jurisdiction.

whether formal or informal or partly formal and partly informal; and

whether written or oral or partly written and partly oral; and

whether or not having legal or equitable force and whether or not based on legal or equitable rights.

for an issue situation—has the meaning given by paragraph 1012B(2)(b); and

for a recommendation situation—has the meaning given by paragraph 1012A(2)(b); and

for a sale situation—has the meaning given by paragraph 1012C(2)(b).

Subsection 553(1B) modifies the operation of this definition for debts and claims that arise while a company is under a deed of company arrangement if the deed terminates immediately before the winding up.

This definition refers to Division 3 (insider trading prohibitions) of Part 7.10.

the declared financial market on which the company, scheme or fund is listed; or

if the company, scheme or fund is listed on 2 or more declared financial markets—each of those markets.

if there is only one relevant financial market for the company, scheme or fund—the operator of that relevant financial market; or

if there is 2 or more relevant financial markets for the company, scheme or fund—each of the operators of each of those relevant financial markets.

restrains a person from exercising any voting or other rights attached to securities; or

directs a body corporate not to make or to defer payment of an amount due from the body corporate in respect of securities; or

restrains a person from acquiring securities or an interest in securities; or

directs a person to dispose of, or not to dispose of, securities or interests in securities; or

directs the disposal referred to in paragraph (d):

to be made within a specified time; or

to be made subject to specified conditions; or

not to be made to a specified person or persons or to a specified class or classes of persons;

directs a specified person to pay to the body corporate an amount equal to any profit or benefit that the person obtains because of the disposal referred to in paragraph (d); or

vests securities, or an interest in securities, in ASIC; or

directs a body corporate not to register the transfer or transmission of securities; or

cancels securities issued as consideration for offers under a takeover bid; or

declares that an exercise of the voting or other rights attached to securities be disregarded; or

cancels or declares voidable:

an agreement or offer relating to a takeover bid, or a proposed takeover bid; or

any other agreement or offer in connection with the acquisition of securities or relevant interests in securities;

directs a person to give specified information to the holders of securities of a body corporate; or

directs a body corporate not to issue securities to a person; or

if an order of a kind referred to in paragraphs (a) to (m) is in force in respect of securities—directs the registered holder of the securities to give written notice of the order to any person whom the holder knows to be entitled to exercise a right to vote attached to those securities; or

directs a body corporate to repeal or modify its existing constitution or adopt a particular constitution; or

if a person has failed to comply with a requirement of Chapter 6, 6A, 6B or 6C—directs that person to comply with that requirement.

a receiver, or receiver and manager, of the property of the corporation;

an administrator of the corporation;

an administrator of a deed of company arrangement executed by the corporation;

a restructuring practitioner for the corporation;

a restructuring practitioner for a restructuring plan made by the corporation;

a liquidator of the corporation;

a trustee or other person administering a compromise or arrangement made between the corporation and someone else.

who makes a remuneration recommendation under a contract for services with the company to whose key management personnel the recommendation relates; and

who is not an officer or employee of the company.

if the person is a financial services licensee:

an authorised representative of the licensee; or

an employee or director of the licensee; or

an employee or director of a related body corporate of the licensee; or

any other person acting on behalf of the licensee; or

in any other case:

an employee or director of the person; or

an employee or director of a related body corporate of the person; or

any other person acting on behalf of the person.

a copy made of the document by any machine in which, or process by which, an image of the contents of the document is reproduced; or

a print made from a negative of the document.

in relation to a company but not in relation to a restructuring plan:

means a small business restructuring practitioner for the company appointed under Part 5.3B; and

if 2 or more persons are appointed under that Part as small business restructuring practitioners for the company—has a meaning affected by paragraph 456M(2)(b); or

in relation to a restructuring plan:

means a small business restructuring practitioner for the plan appointed under Part 5.3B; and

if 2 or more persons are appointed under that Part as small business restructuring practitioners for the plan—has a meaning affected by paragraph 456N(2)(b).

when used as a verb—result indirectly; and

when used as a noun—an indirect result.

except in relation to a CSF offer—has the meaning given by sections 761G and 761GA; and

in relation to a CSF offer—has the meaning given by section 738D.

if the contract contains a provision the effect of which is that the seller retains title in the property until the purchase price, or another amount, has been paid in full; and

if the purchase price, or the other amount, as the case may be, has not been paid in full; and

to the extent that the contract does not give rise to a PPSA security interest in the property.

See also PPSA retention of title property and PPSA security interest.

some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

a requirement to provide a particular under section 348B;

a requirement to comply with a subsection of section 348C (and, if applicable, pass a resolution).

See also general insurance product, insurance product and life risk insurance product.

RSA is short for retirement savings account.

RSA is short for retirement savings account.

RSE is short for registrable superannuation entity.

rules of the Federal Court; or

rules of a State or Territory Supreme Court; or

rules of the Federal Circuit and Family Court of Australia (Division 1);

in relation to an annuity policy—has the meaning given by section 761A; and

of a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure)—has the meaning given by subsection 1010C(1).

Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

contributions of money or money’s worth to the scheme; and

money that forms part of the scheme property under provisions of this Act or the ASIC Act; and

money borrowed or raised by the responsible entity for the purposes of the scheme; and

property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

Paragraph (a)—if what a member contributes to a scheme is rights over property, the rights in the property that the member retains do not form part of the scheme property.

For provisions that are relevant to paragraph (b), see subsections 177(4), 1317HA(1A), 1317HB(3) and 1317HD(3) of this Act and subsection 93A(5) of the ASIC Act.

of a corporation—means a creditor of the corporation, if the debt owing to the creditor is secured by a security interest; and

of a sub‑fund of a CCIV—means a secured creditor of the CCIV, if the debt owing to the creditor is, to any extent, a liability of the sub‑fund.

if the security interest is a PPSA security interest—a secured party within the meaning of the Personal Property Securities Act 2009; or

if the security interest is not a PPSA security interest, but consists of a charge, lien or pledge in relation to the property—a chargee (including a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement), lienee or pledgee in relation to the charge, lien or pledge.

Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

a PPSA security interest; or

a charge, lien or pledge.

a buy‑back under an equal access scheme within the meaning of subsections 257B(2) and (3);

a minimum holding buy‑back;

an on‑market buy‑back;

an employee share buy‑back.

For the purposes of applying this definition to an MCI mutual entity, see subsection 258G(2).

in relation to a corporation—means a person (other than a director or secretary of the corporation) who:

makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or

has the capacity to affect significantly the corporation’s financial standing; and

in relation to a partnership—means a person (other than a partner) who:

makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the partnership; or

has the capacity to affect significantly the partnership’s financial standing; and

in relation to a trust—means a person (other than a trustee) who:

makes, or participates in making, decisions that affect the whole, or a substantial part, of the business or affairs of the trust; or

has the capacity to affect significantly the financial standing of the trust; and

in relation to a joint venture—means a person (other than a director or secretary of a corporation participating in the joint venture) who:

makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the joint venture; or

has the capacity to affect significantly the financial standing of the joint venture.

against an Australian law or any other law; and

punishable by imprisonment for life or for a period, or maximum period, of at least 3 months.

in Part 2J.1 (share capital reductions and share buy‑backs)—has a meaning affected by section 258G (about MCI mutual entities); and

in Part 2J.3 (transactions affecting share capital)—has a meaning affected by section 260DA (about MCI mutual entities).

issues to someone else one or more beneficial interests in simple corporate bonds that the person:

owns legally; or

would own beneficially, apart from the issue of those interests; or

has a beneficial interest in; and

does so with the agreement of the body that issued the bonds.

in relation to a person—has the meaning given by subsection 95A(1); and

in relation to a sub‑fund of a CCIV—has the meaning given by subsection 1231A(2).

in relation to a company—a resolution of the company that complies with section 250MA; or

in relation to a registered scheme, a CCIV or a sub‑fund of a CCIV—a resolution of the members of the registered scheme that complies with subsection 253LA(1).

a court of a State, the Australian Capital Territory or the Northern Territory; or

the Supreme Court of Norfolk Island.

the Supreme Court of a State;

the Supreme Court of the Australian Capital Territory;

the Supreme Court of the Northern Territory;

the Supreme Court of Norfolk Island.

a document that is, or purports to be, a demand served under section 459E; or

such a document as varied by an order under subsection 459H(4).

if the Reserve Bank is in control of the body corporate’s business under Part 7.3B—the Reserve Bank; and

each person appointed by the Reserve Bank to take control of a body corporate’s business under Part 7.3B.

See section 836B for when there are 2 or more statutory managers of a body corporate.

if an amount greater than $2,000 is prescribed—the prescribed amount; or

otherwise—$2,000.

if a period longer than 21 days is prescribed—the prescribed period; or

otherwise—21 days.

of a CCIV—has the meaning given by subsection 1222Q(1); and

in relation to a regulated CIS—has the same meaning as in the Passport Rules for this jurisdiction.

means a person or entity that agrees, in a way required by the applicant for the code’s approval, to be bound by the code; and

if a person or entity no longer agrees to be bound by the code—includes the person or entity during the period that the person or entity did agree to be so bound.

the total votes attached to voting shares in the body or voting interests in the scheme or fund, in which they or their associates:

have relevant interests; and

would have a relevant interest but for subsection 609(6) (market traded options and derivatives), 609(7) (conditional agreements) or 609(9B) (securities escrowed under listing rules) or section 609B (securities subject to escrow agreement in connection with initial public offer etc.);

the person has made a takeover bid for voting shares in the body or voting interests in the scheme, and the bid period has started and not yet ended.

For relevant interest, see section 608.

Paragraph (b) does not apply in relation to a notified foreign passport fund.

the Superannuation Contributions Tax (Assessment and Collection) Act 1997; or

the Superannuation Contributions Tax (Members of Constitutionally Protected Superannuation Funds) Assessment and Collection Act 1997.

Sections 296A, 296B and 296D deal with the contents of annual sustainability reports.

a standard in force under section 336A; or

a provision of such a standard as it so has effect.

is made as required by section 994B; and

meets the requirements of subsections 994B(5) and (8).

means the following:

the Australian Capital Territory;

the Jervis Bay Territory;

the Northern Territory;

Norfolk Island;

the Territory of Christmas Island;

the Territory of Cocos (Keeling) Islands; and

when used in a geographical sense—includes the Territory’s coastal sea (if any).

The term external Territory is defined in this subsection to be any Territory, other than a Territory covered by this definition, that is referred to in section 122 of the Constitution, where an Act makes provision for the government of the Territory as a Territory.

each referring State (including its coastal sea); and

each Territory (including its coastal sea, if any); and

also, for the purposes of the application of a provision of Chapter 7 or an associated provision (as defined in section 5)—any external Territory in which the provision applies because of subsection 5(9) (but only to the extent provided for in that subsection).

participants in which are, or may become, entitled to use, occupy or possess, for 2 or more periods during the period for which the scheme, undertaking or enterprise is to operate, property to which the scheme, undertaking or enterprise relates; and

that is to operate for a period of not less than 3 years.

make or accept on that financial market an offer to dispose of, acquire or exchange the financial products; and

make on that financial market an offer or invitation that is intended, or may reasonably be expected, to result in the making or acceptance of an offer to dispose of, acquire or exchange the financial products.

a conveyance, transfer or other disposition by the body of property of the body; and

a security interest granted by the body in its property (including a security interest in the body’s PPSA retention of title property); and

a guarantee given by the body; and

a payment made by the body; and

an obligation incurred by the body; and

a release or waiver by the body; and

a loan to the body;

sounds, including speech and music; or

visual images; or

signals for the communication, whether as between persons and persons, persons and things or things and things, of any matter otherwise than in the form of sounds or visual images; or

signals for the actuation or control of machinery or apparatus.

a developed negative or positive photograph of that document (in this definition called an original photograph) made, on a transparent base, by means of light reflected from, or transmitted through, the document; or

a copy of an original photograph made by the use of photo‑sensitive material (being photo‑sensitive material on a transparent base) placed in surface contact with the original photograph; or

any one of a series of copies of an original photograph, the first of the series being made by the use of photo‑sensitive material (being photo‑sensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series.

in relation to a superannuation entity—means the person who is the trustee of the entity for the purposes of the Superannuation Industry (Supervision) Act 1993; or

in relation to the scheme provided for by the Australian Defence Force Cover Act 2015—means CSC (within the meaning of the Governance of Australian Government Superannuation Schemes Act 2011).

is a holding company of the first‑mentioned body; and

is itself a subsidiary of no body corporate.

in relation to a licensed trustee company or a proposed licensed trustee company—has the meaning given by section 601VAA; and

in relation to a widely held market body—has the meaning given by subsection 850B(1); and

in relation to a controlled Australian financial body—has the meaning given by section 852DB.

property paid or transferred to ASIC under a provision of this Act that provides for property to be transferred, or for the Court to direct that property be transferred, to ASIC to be dealt with under Part 9.7; or

any other property that a provision of this Act provides for ASIC to deal with under Part 9.7; or

property that vests in ASIC under section 1404; or

an accretion to, or substitution for, property that is unclaimed property because of any other application or applications of this definition.

in relation to an option over securities—those securities; and

in relation to scrip that is constituted by documents that are, or are documents of title to, securities—those securities.

on a proposal that affects rights attached to the interests;

on a proposal to wind up the scheme;

on a proposal for the disposal of the whole of the scheme or fund property, business and undertaking;

during the winding up of the scheme.

a right to vote while a dividend (or part of a dividend) in respect of the share is unpaid;

a right to vote on a proposal to reduce the body’s share capital;

a right to vote on a resolution to approve the terms of a buy‑back agreement;

a right to vote on a proposal that affects the rights attached to the share;

a right to vote on a proposal to wind the body up;

a right to vote on a proposal for the disposal of the whole of the body’s property, business and undertaking;

a right to vote during the body’s winding up.

the first‑mentioned body; or

a nominee of the first‑mentioned body; or

a subsidiary of the first‑mentioned body, being a subsidiary none of whose members is a person other than:

the first‑mentioned body; or

a nominee of the first‑mentioned body; or

a nominee of such a subsidiary.