Corporations Act 2001
[ CCH Note: Pt 9.1A will be inserted by No 69 of 2020, s 3, Sch 2[11] (effective 22 June 2022 or a day or days to be fixed by Proclamation). Pt 9.1A will read:
PART 9.1A - DIRECTOR IDENTIFICATION NUMBERS
SECTION 1272 GIVING AND CANCELLING DIRECTOR IDENTIFICATION NUMBERS
1272(1)
The Registrar must, by notifying a person who has applied under section 1272A , give the person a director identification number if the Registrar is satisfied that the person ' s identity has been established.[ CCH Note: S 1272(1A) will be inserted by No 141 of 2020, s 3, Sch 4[123] (effective on the later of: (a) 18 December 2020; and (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 .). S 1272(1A) will read:
1272(1A)
The Registrar may make a request of the person under subsection (5) for the purposes of satisfying the Registrar that the person ' s identity has been established.]
1272(2)
The Registrar must make a record of the person ' s director identification number.
1272(3)
The Registrar may, by notifying a person, cancel the person ' s director identification number if:
(a) the Registrar is no longer satisfied that the person ' s identity has been established; or
(b) the Registrar has given the person another director identification number.
1272(4)
If:
(a) at the time the person is given a director identification number under this section, the person is not an eligible officer; and
(b) the person does not, within 12 months after that time, become an eligible officer;the person ' s director identification number is taken to have been cancelled at the end of the 12 month period.
SECTION 1272A APPLYING FOR A DIRECTOR IDENTIFICATION NUMBER[ CCH Note: S 1272(5) will be inserted by No 141 of 2020, s 3, Sch 4[124] (effective on the later of: (a) 18 December 2020; and (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 .). S 1272(5) will read:
1272(5)
The Registrar may request, but not compel, the person:
(a) if the person has a tax file number - to give the Registrar a written statement of the person ' s tax file number; or
(b) if the person does not have a tax file number:
(i) to apply to the Commissioner of Taxation for a tax file number; and
(ii) to give the Registrar a written statement of the person ' s tax file number after the Commissioner of Taxation has issued it.]
1272A(1)
An eligible officer may apply to the Registrar for a director identification number if the officer does not already have a director identification number.
1272A(2)
The Registrar may direct an eligible officer to apply to the Registrar for a director identification number (whether or not the officer already has a director identification number).
1272A(3)
A person who is not an eligible officer may apply to the Registrar for a director identification number if:
(a) the person intends to become an eligible officer within 12 months after applying; and
(b) the person does not already have a director identification number.
1272A(4)
An application for a director identification number must meet any requirements of the data standards.Note: A person may commit an offence if the person knowingly gives false or misleading information (see section 1308 of this Act and section 137.1 of the Criminal Code ).
SECTION 1272B ELIGIBLE OFFICERS
1272B(1)
An eligible officer is:
(a) a director of a company, or of a body corporate that is a registered Australian body or registered foreign company, who:
(i) is appointed to the position of a director; or
(ii) is appointed to the position of an alternate director and is acting in that capacity;regardless of the name that is given to that position; or
(b) any other officer of a company, or of a body corporate that is a registered Australian body or registered foreign company, who is an officer of a kind prescribed by the regulations;but does not include a person covered by a determination under subsection (2) or (3).
1272B(2)
The Registrar may determine that a particular person is not an eligible officer . The Registrar must notify the person of the determination.
1272B(3)
The Registrar may, by legislative instrument, determine that a class of persons are not eligible officers . SECTION 1272C REQUIREMENT TO HAVE A DIRECTOR IDENTIFICATION NUMBER
1272C(1)
An eligible officer must have a director identification number.
1272C(2)
Subsection (1) does not apply if:
(a) the officer applied to the Registrar under section 1272A for a director identification number:
(i) before the day the officer first became an eligible officer (or an eligible officer within the meaning of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 ); or
(ii) if the regulations specify an application period - within that period, starting at the start of that day; or
(iii) within the longer period (if any) the Registrar allows under section 1272E , starting at the start of that day; and
(b) the application, and any reviews arising out of it, have not been finally determined or otherwise disposed of.Note: A defendant bears an evidential burden in relation to the matters in subsection (2): see subsection 13.3(3) of the Criminal Code .
1272C(3)
Subsection (1) does not apply if the officer became an eligible officer without the officer ' s knowledge.Note: A defendant bears an evidential burden in relation to the matter in subsection (3): see subsection 13.3(3) of the Criminal Code .
1272C(4)
An offence based on subsection (1) is an offence of strict liability.Note: For strict liability , see section 6.1 of the Criminal Code .
1272C(5)
A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.Note 1: Subsection (5) is a civil penalty provision (see section 1317E ).
Note 2: Section 79 defines involved .
SECTION 1272D REQUIREMENT TO APPLY FOR A DIRECTOR IDENTIFICATION NUMBER
1272D(1)
An eligible officer whom the Registrar has directed under subsection 1272A(2) to apply for a director identification number must apply to the Registrar under section 1272A for a director identification number:
(a) within the application period under subsection (2) of this section; or
(b) within such longer period as the Registrar allows under section 1272E .
1272D(2)
The application period is the period of:
(a) the number of days specified in the direction; or
(b) if the number of days is not specified in the direction - 28 days;after the day the Registrar gives the direction.
1272D(3)
An offence based on subsection (1) is an offence of strict liability.Note: For strict liability , see section 6.1 of the Criminal Code .
1272D(4)
A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.Note 1: Subsection (3) is a civil penalty provision (see section 1317E ).
Note 2: Section 79 defines involved .
SECTION 1272E REGISTRAR MAY EXTEND APPLICATION PERIODS
1272E(1)
The Registrar may, on the application of an eligible officer, allow, as a longer period for applying to the Registrar under section 1272A for a director identification number:
(a) the period specified in the application; or
(b) such other period as the Registrar considers reasonable.Note: An application for an extension of the period for applying can be made, and the period can be extended, after the period has ended: see section 70 .
1272E(2)
The Registrar may, by legislative instrument, allow, for persons included in a specified class of persons, a longer period for applying to the Registrar under section 1272A for a director identification number. SECTION 1272F INFRINGEMENT NOTICES
1272F(1)
Subsections 1272C(1) and 1272D(1) are subject to an infringement notice under Part 5 of the Regulatory Powers Act.Note: Part 5 of the Regulatory Powers Act creates a framework for using infringement notices in relation to provisions.
Infringement officer
1272F(2)
For the purposes of Part 5 of the Regulatory Powers Act, each member of the staff of the Registrar who holds, or is acting in, an office or position that is equivalent to an SES employee is an infringement officer in relation to subsections 1272C(1) and 1272D(1) of this Act. Relevant chief executive
1272F(3)
For the purposes of Part 5 of the Regulatory Powers Act, the relevant chief executive in relation to subsections 1272C(1) and 1272D(1) of this Act is:
(a) the person specified as the relevant chief executive in the Registrar ' s instrument of appointment under section 1270 ; or
(b) if there is no person specified - the Registrar. Matters to be included in an infringement notice
1272F(4)
Subparagraph 104(1)(e)(iii) of the Regulatory Powers Act applies to an infringement notice relating to a contravention of subsection 1272C(1) or 1272D(1) of this Act as if that subparagraph did not require the notice to give details of the place of the contravention. SECTION 1272G APPLYING FOR ADDITIONAL DIRECTOR IDENTIFICATION NUMBERS
1272G(1)
A person must not apply for a director identification number if the person knows that the person already has a director identification number.Note: Failure to comply with this subsection is an offence: see subsection 1311(1) .
1272G(2)
Subsection (1) does not apply if the Registrar directed the person under subsection 1272A(2) to make the application.Note: A defendant bears an evidential burden in relation to the matter in subsection (2): see subsection 13.3(3) of the Criminal Code .
1272G(3)
Subsection (1) does not apply if the person purports to make the application only in relation to Part 6-7A of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 .Note: A defendant bears an evidential burden in relation to the matter in subsection (3): see subsection 13.3(3) of the Criminal Code .
1272G(4)
A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.Note 1: Subsection (4) is a civil penalty provision (see section 1317E ).
Note 2: Section 79 defines involved .
SECTION 1272H MISREPRESENTING DIRECTOR IDENTIFICATION NUMBERS
1272H(1)
A person must not intentionally represent to a Commonwealth body, company or registered body, as the director identification number of the person or another person, a number that is not that director identification number.Note: Failure to comply with this subsection is an offence: see subsection 1311(1) .
1272H(2)
A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.Note 1: Subsection (2) is a civil penalty provision (see section 1317E ).
Note 2: Section 79 defines involved .]
Section 1317B does not apply in relation to: (a) a decision in respect of which any provision in the nature of an appeal or review is expressly provided by this Act; or (b) a decision that is declared by this Act to be conclusive or final or is embodied in a document declared by this Act to be conclusive evidence of an act, matter or thing; or (c) (Repealed) (ca) a decision of ASIC to order the winding up of a company under section 489EA ; or (d) a decision made by ASIC in the performance of a function, or in the exercise of a power, under section 601CC or 601CL or Chapter 5A ; or (e) a decision by ASIC to refuse to exercise a power under section 601CC or 601CL or Chapter 5A ; or (f) a decision to apply under section 596A or 596B for the Court to summon a person for examination about a corporation ' s examinable affairs; or (g) a decision to apply under section 597A for the Court to require a person to file an affidavit about a corporation ' s examinable affairs; or (ga) a decision of ASIC under section 655A ; or (gb) a decision of ASIC under section 673 in relation to securities of the target of a takeover bid during the bid period; or (gc) a decision by ASIC whether to make an application under section 657C , 657G , 659B , 1325A , 1325B or 1325C ; or (gca) a decision by ASIC to make market integrity rules under section 798G ; or (gcb) a decision by the Minister to:
(i) consent to the making of a market integrity rule; or
(gcc) a decision by ASIC to do or not do anything under regulations made for the purposes of section 798K (alternatives to civil proceedings); or (gd) a decision of the Minister under Division 1 of Part 7.4 ; or (gda) a decision by the Minister:
(ii) direct ASIC to revoke or amend a market integrity rule; or
(i) to make a determination under section 901B , or to amend or revoke such a determination; or
(ii) to consent, under section 901K or 903H , to the making of a derivative transaction rule or a derivative trade repository rule, or to consent to the variation or revocation of such a rule; or
(gdb) a decision by ASIC to make derivative transaction rules or derivative trade repository rules under section 901A or 903A , or to vary or revoke such rules; or (gdc) a decision by ASIC to do or not do anything under regulations made for the purpose of section 901F or 903E ; or (gdd) a decision by ASIC to make client money reporting rules under section 981J ; or (gde) a decision by ASIC to do or not do anything under regulations made for the purposes of section 981N (alternatives to civil proceedings for contraventions of client money reporting rules); or (gdf) a decision by ASIC to make a declaration under subsection 908AC(2) , or to vary or revoke such a declaration (about significant financial benchmarks); or (gdg) a decision by the Minister under:
(iii) to direct ASIC, under section 901L or 903J , to amend or revoke a derivative transaction rule or a derivative trade repository rule; or
(i) subsection 908AC(4) to consent to the making of a declaration under subsection 908AC(2) ; or
(gdh) a decision of the Minister under subsection 908BU(2) to disallow a direction or notice given by ASIC under section 908BT (about compliance directions or notices given to benchmark administrator licensees); or (gdi) a decision by ASIC to make rules under Division 3 of Part 7.5B , or to vary or revoke such rules; or (gdj) a decision by ASIC to do or not do anything under regulations made for the purposes of subsection 908CG(1) (alternatives to civil proceedings for contraventions of rules about financial benchmarks); or (gdk) a decision by the Minister:
(ii) subsection 908AD(3) to direct ASIC to revoke a declaration made under subsection 908AC(2) ; or
(i) under subsection 908CM(2) to consent to the making of rules under Division 3 of Part 7.5B ; or
(gdl) a decision by ASIC to require something, by giving written notice, under the compelled financial benchmark rules; or (gdm) any of the following decisions by ASIC:
(ii) under subsection 908CN(3) to direct ASIC to vary or revoke rules made under Division 3 of Part 7.5B ; or
(i) a decision under subsection 1023D(3) (which relates to making product intervention orders);
(ii) a decision under subsection 1023H(1) (which relates to extensions of product intervention orders);
(iii) a decision under section 1023J (which relates to amendments of product intervention orders) that, under subsection 1023J(6) , must be by legislative instrument;
(ge) a decision of ASIC under section 1101A or 1101AA ; or (gf) a decision of ASIC:
(iv) a decision under section 1023K (which relates to revocation of product intervention orders) that, under subsection 1023K(4) , must be by legislative instrument; or
(i) to give an infringement notice under section 1317DAM ; or
(ii) to extend, or to refuse to extend, the payment period for an infringement notice under section 1317DAR ; or
(iii) to make an arrangement, or to refuse to make an arrangement, to pay the amount payable under an infringement notice by instalments under section 1317DAS ; or
(h) a decision to make a determination under subsection 1317D(3) ; or (i) a decision of ASIC to issue an infringement notice under section 1317DAC ; or (j) a decision of ASIC to withdraw, or not to withdraw, an infringement notice under section 1317DAI ; or (k) a decision of ASIC under section 40-5 of Schedule 2 (which deals with directing liquidators to comply with requirements to lodge documents etc.); or (l) a decision of ASIC under section 40-10 of Schedule 2 (which deals with directing liquidators to correct inaccuracies etc.); or (m) a decision of ASIC under section 40-100 of Schedule 2 to take no action in relation to matters raised by an industry notice lodged under that section (notice by industry bodies of possible grounds for disciplinary action); or (n) a decision of ASIC to give a direction under section 70-70 of Schedule 2 (which deals with directing external administrators to comply with requests for information etc.); or (o) a decision of ASIC under section 70-85 of Schedule 2 (a decision to impose a condition on the use or disclosure of relevant material).
(iv) to withdraw, or not to withdraw, an infringement notice under section 1317DAT ; or
[ CCH Note: Regulation 10.25.02(3)(m) (which was effective 1 March 2017) provides that the amendments made by No 11 of 2016, s 3, Sch 2[251] (to the extent that it inserts paragraphs 1317C(n) and (o)) apply in relation to external administrations on and after 1 September 2017.]
[ CCH Note: S 1317C will be amended by No 69 of 2020, s 3, Sch 1 [ 13], [1268] and [ 1269], by inserting para (gg) and (gh), " or the Registrar " after " ASIC " in para (d) and (e) and " with ASIC or the Registrar " after " documents etc. " in para (k) (effective 22 June 2022 or a day or days to be fixed by Proclamation). Para (gg) and (gh) will read:
(gg) a decision by the Registrar to make, amend or repeal data standards under section 1270G ; or
(gh) a decision by the Registrar to make, amend or repeal the disclosure framework under section 1270K ; or]
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