1Short title
This Act may be cited as the Corporations Reform (Northern
Territory) Act 2001.
Bills and explanatory statements from legislation.nt.gov.au; second reading speeches from the NT Parliamentary Record (Territory Stories). Links open the official source in a new tab.
Bill homepage (legislation.nt.gov.au)This Act may be cited as the Corporations Reform (Northern
Territory) Act 2001.
This Act comes into operation on the day on which, but immediately before, the Corporations Act 2001 (Cth) commences.
The purpose of this Act is to enact ancillary provisions, including transitional provisions, relating to the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation under its legislative powers, including powers with respect to matters referred to that Parliament for the purposes of section 51(xxxvii) of the Constitution of the Commonwealth.
Note: The Corporations (Northern Territory Request) Act 2001 requests the Parliament of the
Commonwealth to enact legislation in respect of certain matters relating to corporations and financial products and services.
In this Act:
applicable provision of the Northern Territory means a provision of:
the old Corporations Law or the old Corporations Regulations;
the old ASIC Law or the old ASIC Regulations; or
a Commonwealth law as applying because an Act in relation to:
an offence against; or
an act, matter or thing arising under or in respect of,
a provision that, because of any other application or applications of this definition, is an applicable provision of the Northern Territory, a State of the Commonwealth or the Australian Capital Territory and the Jervis Bay Territory.
ASIC means the Australian Securities and Investments Commission.
carried over provision:
(a) of the old corporations legislation means a provision of that legislation that:
was in force immediately before the relevant time; and
(ii) corresponds to a provision of the new corporations legislation; and
(b) of the old ASIC legislation means a provision of that legislation that:
was in force immediately before the relevant time; and
corresponds to a provision of the new ASIC legislation.
co-operative scheme law means any of the following laws:
Companies (Application of Laws) Act 1986;
Companies (Northern Territory) Code;
(c) Companies (Acquisition of Shares)(Application of Laws) Act 1986;
Companies (Acquisition of Shares) (Northern Territory) Code;
(e) Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1986;
(f) Companies and Securities (Interpretation and Miscellaneous Provisions) (Northern Territory) Code;
Securities Industry (Application of Laws) Act 1986;
Securities Industry (Northern Territory) Code;
Futures Industry (Application of Laws) Act 1986;
Futures Industry (Northern Territory) Code.
Corporations Law of the Northern Territory means the Corporations Law set out in section 82 of the Corporations Act 1989 (Cth) applying as a law of the Northern Territory under section 7 of the old application Act.
corresponds derives its meaning from the meaning of a corresponding provision in section 5.
instrument includes an instrument of a legislative or administrative character.
liability includes a duty or obligation.
made includes issued, given or published.
national scheme law of this jurisdiction means:
the Corporations (Northern Territory) Act 1990;
the old Corporations Law; or
the old ASIC Law.
new ASIC Act means the Australian Securities and Investments Commission Act 2001 (Cth).
new ASIC legislation means:
the new ASIC Act;
(b) the new ASIC Regulations (as amended and in force from time to time) and any other regulations made under the new ASIC Act;
(c) the laws of the Commonwealth referred to in paragraph (a)(ii) and (in relation to the Northern Territory) paragraph (b)(iii) of the definition of old ASIC legislation in section 254(1) of the new ASIC Act, being those laws as they apply after the relevant time; and
the preserved instruments.
new ASIC Regulations means the old ASIC Regulations that, because of section 264 of the new ASIC Act, have effect as if they were made under section 251 of that Act.
new Corporations Act means the Corporations Act 2001 (Cth).
new corporations legislation means:
the new Corporations Act;
(b) the new Corporations Regulations (as amended and in force from time to time) and any other regulations made under the new Corporations Act;
(c) the laws of the Commonwealth referred to (in relation to the Northern Territory) in paragraph (c) of the definition of old corporations legislation in section 1371(1) of the new Corporations Act, being those laws as they apply after the relevant time; and
the preserved instruments.
new Corporations Regulations means the old Corporations Regulations that, because of section 1380 of the new Corporations Act, have effect as if they were made under section 1364 of that Act.
old application Act means the Corporations (Northern Territory) Act 1990 as in force from time to time before the relevant time.
old ASIC Act means the Australian Securities and Investments Commission Act 1989 (Cth) as in force from time to time before the relevant time.
old ASIC Law means the old ASIC Act, other than the excluded provisions specified in section 58(2) of the old application Act, from time to time applying before the relevant time as the ASIC Law of the Northern Territory within the meaning of section 58 of the old Application Act.
old ASIC legislation means:
(a) the old ASIC Law and the old ASIC Regulations, and any instruments made under that Law or those Regulations;
(b) the old application Act, and any instruments made under that Act, as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time; and
(c) the laws of the Commonwealth as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time as laws of, or for the government of, the Northern Territory because of Part 8 of the old application Act, and any instruments made under those laws as so applying.
old ASIC Regulations means the regulations in force under section 251 of the old ASIC Act applying from time to time before the relevant time as the ASIC Regulations of the Northern Territory within the meaning of section 59 of the old application Act.
old Corporations Law means the Corporations Law of the Northern Territory as in force from time to time, before the relevant time.
old corporations legislation means:
(a) the old Corporations Law and the old Corporations Regulations, and any instruments made under that Law or those Regulations;
(b) the old application Act, and any instruments made under that Act, as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time; and
(c) the laws of the Commonwealth as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time as laws of, or for the government of, the Northern Territory because of Part 8 of the old application Act, and any instruments made under those laws as so applying.
old Corporations Regulations means the regulations in force under section 22 of the Corporations Act 1989 (Cth) applying from time to time before the relevant time as the Corporations Regulations of the Northern Territory within the meaning of section 8 of the old application Act.
order, in relation to a court, includes any judgment, conviction or sentence of the court.
preserved instrument means:
(a) in relation to the new corporations legislation – an instrument that, because of section 1399 of the new Corporations Act, has effect after the relevant time as if it were made under a provision of the new corporations legislation; and
(b) in relation to the new ASIC legislation – an instrument that, because of section 275 of the new ASIC Act, has effect after the relevant time as if it were made under a provision of the new ASIC legislation.
previous Northern Territory corporations law means:
the Companies Act 1963;
the Marketable Securities Act 1971;
a co-operative scheme law; or
(d) any other Act, or provision of an Act, specified by the regulations under subsection (2).
provision of a law includes any portion of the law.
referring State has the same meaning as in section 4 of the new Corporations Act.
relevant time means the time when the new Corporations Act, as originally enacted, comes into operation.
right includes an interest or status.
(2) The Regulations may provide that a specified Act, or a specified provision of an Act, is a previous Northern Territory corporations law for the purposes of this Act.
(1) For the purposes of this Act, a provision (the old provision) of the old corporations legislation or the old ASIC legislation corresponds to a provision (the new provision) the new corporations legislation or the new ASIC legislation (and vice versa) if:
(a) the old provision and the new provision are substantially the same, unless the Regulations specify that the 2 provisions do not correspond; or
the Regulations specify that the 2 provisions correspond.
(2) For the purposes of this Act, a provision (the old provision) of a previous Northern Territory corporations law corresponds to a provision (the new provision) of a national scheme law of this jurisdiction (and vice versa) if:
(a) the old provision and the new provision are substantially the same, unless the regulations specify that the 2 provisions do not correspond; or
the regulations specify that the 2 provisions correspond.
(3) For the purposes of subsection (1)(a) or (2)(a), differences of all or any of the following kinds are not sufficient to mean that 2 provisions are not substantially the same:
differences in the numbering of the provisions;
(b) differences of a minor technical nature (for example, differences in punctuation, or differences that are attributable to the correction of incorrect cross references);
(c) the fact that one of the provisions refers to a corresponding previous law and the other does not;
for the purposes of subsection (1)(a), the fact that:
(i) the old provision allowed a court to exercise powers on its own motion but the new provision does not;
(ii) the old provision required a court to apply a criterion of public interest but the new provision requires a court to apply a criterion of justice and equity; or
(iii) the new provision requires ASIC to take account of public interest but the old provision did not;
(e) for the purposes of subsection (1)(a), other differences that are attributable to the fact that the new corporations legislation and the new ASIC legislation apply as Commonwealth laws in the Northern Territory and the States and other Territories of the Commonwealth;
(f) other differences of a kind prescribed by the Regulations for the purposes of this paragraph.
(4) Subsection (3) is not intended to otherwise limit the circumstances in which 2 provisions are, for the purposes of subsection (1)(a) or (2)(a), substantially the same.
The Regulations may provide that:
(a) a specified provision of the old corporations legislation does, or does not, correspond to a specified provision of the new corporations legislation;
(b) a specified provision of the old ASIC legislation does, or does not, correspond to a specified provision of the new ASIC legislation; or
(c) a specified provision of a previous Northern Territory corporations law does, or does not, correspond to a specified provision of a national scheme law of this jurisdiction.
This Act has effect despite any provision of the old application Act or of an applicable provision of the Northern Territory.
The Acts specified in Schedule 1 are repealed.
(2) The effect of the repeal of a national scheme law of this jurisdiction under subsection (1) is that which would have resulted had this Act and that law been Commonwealth Acts in relation to which the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000 applied.
Note: Part III of the Acts Interpretation Act 1901 (Cth) contains provisions dealing with the effect of the repeal of an Act. These provisions protect accrued rights and liabilities and allow legal proceedings in respect of them to be commenced or continued. However, this section and section 9 have the effect of cancelling certain rights and liabilities and terminating certain legal proceedings.
If, by force of:
Chapter 10 of the new Corporations Act; or
Part 16 of the new ASIC Act,
a person acquires, accrues or incurs a right or liability in substitution for a pre-commencement right or liability, the pre-commencement right or liability is cancelled at the relevant time.
A proceeding in a court that:
was started before the relevant time;
was:
(i) under a provision of the old corporations legislation or the old ASIC legislation; or
(ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation;
(c) was a proceeding to which section 1383 of the new Corporations Act or section 267 of the new ASIC Act applies; and
had not been concluded or terminated before the relevant time,
is terminated at the relevant time.
(3) If, by force of a Commonwealth Act (other than the new Corporations Act) referred to in section 1393 to 1396 (inclusive) of the new Corporations Act, a person becomes liable to pay an amount that is the same as, and is in respect of the same matter as, an amount (pre-commencement amount) that was payable by the person before the relevant time under a provision of the old corporations legislation, the person's liability to pay the pre‑commencement amount is cancelled at the relevant time.
(4) This section has effect despite Part III of the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000.
(5) In this section, pre-commencement right or liability means a right or liability, whether civil or criminal, other than a right or liability under an order made by a court before the relevant time or a liability referred to in subsection 1397(4) of the new Corporations Act, that:
was acquired, accrued or incurred under:
(i) a carried over provision of the old corporations legislation or the old ASIC legislation; or
(ii) a provision of the old corporations legislation or the old ASIC legislation that was no longer in force immediately before the relevant time; and
was in existence immediately before the relevant time.
Any provision of a relevant law of the Northern Territory that:
(a) makes (or, if not in force, would make on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction; or
(b) but for the operation of section 5 of the old application Act would have made (or, if not in force, would have made on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction,
is declared by this subsection to have effect despite the provision or provisions of the national scheme law of this jurisdiction with which it is inconsistent and as if the relevant law, or (in the case of a relevant law that is not an Act) the Act under which the relevant law was made, had itself provided expressly for this outcome.
Note: Section 5G of the new Corporations Act only applies to a provision of a Northern Territory law that is inconsistent with a provision of the Corporations legislation to which Part 1.1A of that Act applies if that provision operated, immediately before the commencement of that Act, despite the provision of the old Corporations Law or the old ASIC Law that corresponds to the Commonwealth provision.
(2) Any provision of a relevant law of the Northern Territory that provides that the whole of a previous Northern Territory corporations law or a specified provision of a previous Northern Territory corporations law does not apply to a matter is declared by this subsection to also provide that the whole of the old Corporations Law and the old ASIC Law or the corresponding provision (if any) of the old Corporations Law or the old ASIC Law (as the case requires) does not apply to that matter.
Note: Under section 5F(4) of the new Corporations Act if the old Corporations Law or the old ASIC law, or a provision of that Law, did not apply to a matter immediately before the commencement of that Act, then the Corporations legislation to which Part 1.1A of that Act applies, or the corresponding provision of that legislation, does not apply to the matter.
(3) Subsection (1) or (2) does not apply to a provision of a relevant law of the Northern Territory (or a class of provisions of relevant laws of the Northern Territory) specified by the Regulations as a provision (or class of provisions) to which the subsection does not apply.
(4) For the purposes of subsection (1), a provision of a relevant law of the Northern Territory is inconsistent with a provision of a national scheme law of this jurisdiction if it would be inconsistent within the meaning of section 109 of the Constitution of the Commonwealth of Australia if the national scheme law were an Act of the Commonwealth and the provision of the relevant law were a law of a State of the Commonwealth.
(5) Nothing in this section affects the operation of section 6 of the old application Act in relation to an Act enacted before the commencement of that section or an instrument made under such an Act.
In this section:
matter includes act, omission, body, person or thing.
relevant law of the Northern Territory means a law of the Northern Territory enacted or made before the relevant time (whether or not it is in force before that time) other than a national scheme law of this jurisdiction or a previous Northern Territory corporations law.
(1) This section applies to a proceeding, whether criminal or civil, in relation to which the following paragraphs are satisfied:
the proceeding was started in a court before the relevant time;
the proceeding was:
(i) under a provision of the old corporations legislation or the old ASIC legislation; or
(ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation;
(c) the proceeding was not a proceeding to which section 1383 or 1384 of the new Corporations Act or section 267 or 268 of the new ASIC Act applies;
(d) the proceeding had not been concluded or terminated before the relevant time.
(2) Without limiting section 7 but subject to subsection (3), a proceeding to which this section applies may be continued, and any order made by a court in such a proceeding may be appealed against, reviewed or enforced as if section 7 had not been enacted and the new corporations legislation and the new ASIC legislation had not commenced.
(3) Nothing in this Part, section 7, the Regulations or the Acts Interpretation Act 1901 (Cth) as in force on 1 November 2000 operates to preserve the effect of an order to which section 1383(5) of the new Corporations Act or section 267(5) of the new ASIC Act applies and, at the relevant time, that order ceases to have effect as an order of the court by which it was made and any proceeding in relation to such an order is terminated.
(4) To avoid doubt, Part 9 of the old application Act continues to have the same application to a proceeding to which this section applies as it did before the relevant time.
In this section, proceeding includes:
(a) a proceeding by way of appeal against, or otherwise seeking review of, an order made by a court;
a proceeding to enforce an order made by a court; and
(c) any other proceeding in respect of a breach of an order made by a court.
The rules of court made under section 51 of the old application Act and all other enabling powers, as in force immediately before the relevant time, continue to have effect (and may be dealt with) at and after the relevant time as if:
they were rules of court in force under section 29; and
(b) they were made for the purposes of the provisions of the corporations legislation (within the meaning of section 29) that correspond to the provisions of the old Corporations Law for which they were made.
(1) Subject to subsections (2) and (3), a reference in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the Northern Territory by force of an Act to:
(a) a law, regulations or instrument specified in column 1 of the table in Schedule 2 is taken, at and after the relevant time, to include a reference to the Act, regulations or instrument of the kind specified opposite it in column 2 of the table; or
(b) a provision or group of provisions of a law, regulations or instrument of a kind specified in column 1 of the table in Schedule 2 is taken, at and after the relevant time, to include a reference to the corresponding provision or provisions (if any) of the Act, regulations or instrument specified opposite it in column 2 of the table.
The Regulations may:
(a) provide that subsection (1) does not apply in relation to prescribed references or references of a prescribed kind:
in prescribed Acts or instruments made under Acts;
(ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or
(iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind; or
(b) provide that subsection (1) applies in relation to prescribed references or references of a prescribed kind:
in prescribed Acts or instruments made under Acts; or
(ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or
(iii) in Acts, instruments made under an Act, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind,
as if, in that subsection, the words to be a reference were substituted for the words to include a reference.
(3) Subsection (1) does not apply in relation to references in, or taken immediately before the relevant time to be in:
(a) the old application Act or an applicable provision of the Northern Territory;
(b) a previous Northern Territory corporations law or an instrument made under a previous Northern Territory corporations law;
this Act or the Regulations;
(d) the Corporations Reform (Consequential Amendments NT) Act 2001;
the Interpretation Act 1978;
(f) any other Act, or any provision of an Act, or any kind of Act or provision of an Act, specified by the Regulations;
(g) an instrument made under an Act, or any provision of an instrument made under an Act, or any kind of instrument made under an Act or provision of an instrument made under an Act, specified by the Regulations; or
(h) a law applying as a law of the Northern Territory by force of an Act, or any provision of a law applying as a law of the Northern Territory by force of an Act, or any kind of a law applying as a law of the Northern Territory by force of an Act or provision of a law applying as a law of the Northern Territory, specified by the Regulations.
(4) For the purposes of this Act, the Regulations may provide that a reference of a specified kind in, or taken immediately before the relevant time to be in, a specified Act or instrument made under an Act or a specified law applying as a law of the Northern Territory by force of an Act is to be taken to be the reference of the kind specified in relation to the reference in the Regulations.
(5) An express reference in an Act, an instrument made under an Act or a law applying a law of the Northern Territory by force of an Act to:
(a) an Act, regulations or other instrument forming part of the new corporations legislation or the new ASIC legislation; or
(b) a provision or group of provisions of such an Act, regulations or other instrument,
is taken, in relation to events, circumstances or things that happened or arose at a time before the relevant time, to include (unless the contrary intention appears or the context of the reference otherwise requires) a reference to the corresponding provision or provisions of the old corporations legislation, or the old ASIC legislation (as the case requires) of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act.
The Regulations may:
(a) provide that subsection (5) does not apply in relation to prescribed references or references of a prescribed kind:
in prescribed Acts or instruments made under Acts; or
(ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or
(iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind; or
(b) provide that subsection (5) applies in relation to prescribed references or references of a prescribed kind:
in prescribed Acts or instruments made under Acts;
(ii) in prescribed laws applying as laws of the Northern Territory by force of an Act; or
(iii) in Acts, instruments made under Acts, or laws applying as laws of the Northern Territory by force of an Act, of a prescribed kind,
as if, in that subsection, the words "of a jurisdiction specified by the regulations" were substituted for the words "of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act".
Showing the first 12 of 33 provisions. See all provisions