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.
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
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 .]
View history note
Hide history note(a) an investigation is being carried out under the ASIC Act or this Act in relation to an act or omission by a person, being an act or omission that constitutes or may constitute a contravention of this Act; or
(b) a prosecution has been begun against a person for a contravention of this Act; or
(c) a civil proceeding has been begun against a person under this Act;
and the Court considers it necessary or desirable to do so for the purpose of protecting the interests of a person (in this section called an aggrieved person ) to whom the person referred to in paragraph (a), (b) or (c), as the case may be, (in this section called the relevant person ), is liable, or may be or become liable, to pay money, whether in respect of a debt, by way of damages or compensation or otherwise, or to account for financial products or other property, the Court may, on application by ASIC or by an aggrieved person, make one or more of the following orders:
(d) an order prohibiting a person who is indebted to the relevant person or to an associate of the relevant person from making a payment in total or partial discharge of the debt to, or to another person at the direction or request of, the person to whom the debt is owed;
(e) an order prohibiting a person holding money, financial products or other property, on behalf of the relevant person, or on behalf of an associate of the relevant person, from paying all or any of the money, or transferring, or otherwise parting with possession of, the financial products or other property, to, or to another person at the direction or request of, the person on whose behalf the money, financial products or other property, is or are held;
(f) an order prohibiting the taking or sending out of this jurisdiction, or out of Australia, by a person of money of the relevant person or of an associate of the relevant person;
(g) an order prohibiting the taking, sending or transfer by a person of financial products or other property of the relevant person, or of an associate of the relevant person:
(i) from a place in this jurisdiction to a place outside this jurisdiction (including the transfer of financial products from a register in this jurisdiction to a register outside this jurisdiction); or
(ii) from a place in Australia to a place outside Australia (including the transfer of financial products from a register in Australia to a register outside Australia);
(h) an order appointing:
(i) if the relevant person is a natural person - a receiver or trustee, having such powers as the Court orders, of the property or of part of the property of that person; or
(ii) if the relevant person is a body corporate - a receiver or receiver and manager, having such powers as the Court orders, of the property or of part of the property of that person;
(j) if the relevant person is a natural person - an order requiring that person to deliver up to the Court his or her passport and such other documents as the Court thinks fit;
(k) if the relevant person is a natural person - an order prohibiting that person from leaving this jurisdiction, or Australia, without the consent of the Court.
A reference in paragraph (1)(g) or (h) to property of a person includes a reference to property that the person holds otherwise than as sole beneficial owner, for example:
(a) as trustee for, as nominee for, or otherwise on behalf of or on account of, another person; or
(b) in a fiduciary capacity. 1323(2B) [ Purpose of s 1323(2A)]
Subsection (2A) is to avoid doubt, is not to limit the generality of anything in subsection (1) and is not to affect by implication the interpretation of any other provision of this Act.
1323(2) [ Prohibition may be absolute or conditional]An order under subsection (1) prohibiting conduct may prohibit the conduct either absolutely or subject to conditions.
1323(3) [ Interim order]Where an application is made to the Court for an order under subsection (1), the Court may, if in the opinion of the Court it is desirable to do so, before considering the application, grant an interim order, being an order of the kind applied for that is expressed to have effect pending the determination of the application.
1323(4) [ Damages]On an application under subsection (1), the Court must not require the applicant or any other person, as a condition of granting an interim order under subsection (3), to give an undertaking as to damages.
1323(5) [ Further orders]Where the Court has made an order under this section on a person's application, the Court may, on application by that person or by any person affected by the order, make a further order discharging or varying the first-mentioned order.
1323(6) [ Duration of order]An order made under subsection (1) or (2) may be expressed to operate for a specified period or until the order is discharged by a further order under this section.
1323(7) [ Powers not limited]Nothing in this section affects the powers that the Court has apart from this section.
1323(8) [ Limitation]This section has effect subject to the Bankruptcy Act 1966 .
1323(9) [ Contravention of Court order]A person must not contravene an order by the Court under this section that is applicable to the person.
1323(10) [ Strict liability offence]An offence based on subsection (9) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
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