Companies (Administration) Act 1982

This Act may be cited as the Companies (Administration) Act 1982.

In this Act, unless the contrary intention appears—

the Board means the Companies Auditors and Liquidators Disciplinary Board;

the Commission means the Corporate Affairs Commission continued under this Act;

member means a member of the Board and includes the deputy of a member.

The Commission, entitled the Corporate Affairs Commission, established by Part 13 of the Companies Act 1962 shall continue in existence.

The Commission—

shall be a body corporate with perpetual succession and a common seal; and

shall be capable of suing and being sued; and

shall be capable of acquiring, holding, dealing with, and disposing of any interest in real or personal property; and

shall be capable of acquiring or incurring any other rights or liabilities; and

shall hold its property for and on behalf of the Crown; and

shall have the powers, authorities, functions and duties conferred, assigned or imposed upon it by or under this or any other Act, or any law of the Commonwealth, a Territory of the Commonwealth or another State.

The Commission shall be constituted of—

the Commissioner for Corporate Affairs; or

the Deputy Commissioner for Corporate Affairs; or

the Assistant Commissioner for Corporate Affairs.

An apparently genuine document purporting to bear the common seal of the Commission shall be presumed in any legal proceedings, in the absence of proof to the contrary, to have been duly executed by the Commission.

Subject to this Act or any other Act, the Commission may delegate any of the Commission's powers, authorities, functions or duties under this Act or any other Act—

to a person employed in the Public Service; or

to the person for the time being holding a specified position in the Public Service.

A delegation under this section—

must be in writing; and

may be conditional or unconditional; and

is revocable at will; and

does not prevent the delegator from acting in any matter.

A delegated function or power may, if the instrument of delegation so provides, be further delegated.

The Commission shall keep proper accounts of all moneys received or disbursed by the Commission.

The Auditor-General may at any time, and shall at least once in each calendar year, audit the accounts of the Commission.

The Auditor-General shall have in relation to the accounts and officers of the Commission the powers that are vested in the Auditor-General by the Audit Act 1921 in relation to public accounts and accounting officers.

The Commission shall, on or before the thirty-first day of December in each year, deliver to the Minister a report of its operations during the period of twelve months that ended on the preceding thirtieth day of June.

The Minister shall cause a copy of the report to be laid before each House of Parliament.

There shall be a Commissioner for Corporate Affairs.

The Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.

There shall be a Deputy Commissioner for Corporate Affairs.

The Deputy Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.

There shall be an Assistant Commissioner for Corporate Affairs.

The Assistant Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.

There shall be such officers of the Commission as are necessary to enable it to perform its functions and duties and to exercise its powers and authorities.

All such officers shall be appointed, and shall hold office, under the Public Service Act 1967.

For the purposes of the exercise or discharge by the Commission of its powers, authorities, duties and functions, the Commission may, with the approval of the Minister and of the body or person concerned and on such terms and conditions as may be approved by the Public Service Board, make use of the services of any of the officers, employees or servants of any body or person.

The Commission may, with the approval of the Public Service Board and on such terms and conditions as may be approved by the Board, appoint persons to be officers of the Commission for the purpose of conducting or assisting in the conduct of investigations or inspections under the Companies (South Australia) Code or under the Securities Industry (South Australia) Code.

A person may be appointed to be an officer of the Commission pursuant to subsection (4) for a term not exceeding three years, and upon the expiration of that term, shall be eligible for reappointment.

An officer referred to in subsection (3) is not (in his capacity as such) an officer within the meaning of the Public Service Act 1967 but, if the terms and conditions on which he is appointed so provide, any specified provisions of that Act or the regulations under that Act, whether with or without specified modifications, apply to and in respect of him as if he were an employee within the meaning of that Act.

For the purposes of the Companies (South Australia) Code there shall be a Companies Auditors and Liquidators Disciplinary Board, which shall perform the functions and may exercise the powers conferred on it under Division 2 of Part 2 of that Code.

The Board shall consist of three persons appointed by the Governor of whom—

one shall be a duly qualified legal practitioner of not less than five years' standing who shall be the chairman of the Board; and

one shall be selected from a panel of three names nominated by the State Council of the Institute of Chartered Accountants in Australia; and

one shall be selected from a panel of three names nominated by the Council of the State Division of the Australian Society of Accountants.

If a Council fails to submit a panel of names in accordance with paragraphs (b) or (c) of subsection (1) within a reasonable time after being requested to do so by the Minister, the Governor may appoint a person of his choice.

The Governor may appoint a person to be the deputy of a member of the Board and that person may, in the absence of the member of whom he has been appointed a deputy, act as a member of the Board.

A person appointed to be the deputy of the Chairman of the Board shall be a duly qualified legal practitioner of not less than five years' standing and shall act as Chairman of the Board in the absence of the Chairman.

No act or proceeding of the Board shall be invalid by reason only of a vacancy in the office of a member, or a defect in the appointment of a member.

A person who immediately before the commencement of this Act, was a member of the Companies Auditors Board constituted under the Companies Act 1962 shall, from the commencement of this Act, be a member of the Companies Auditors and Liquidators Disciplinary Board and shall be deemed to have been appointed to hold office for the period expiring on the date on which the period for which he was appointed under the Companies Act 1962 would have expired.

A person who, immediately before the commencement of this Act, was the deputy of a member of the Companies Auditors Board constituted under the Companies Act 1962 shall be deemed to be the deputy of that member of the Companies Auditors and Liquidators Disciplinary Board under this Act.