Corporations Regulations 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.0 - MISCELLANEOUS  

REGULATION 1.0.01   1.0.01   NAME OF REGULATIONS  
These Regulations are the Corporations Regulations 2001.

REGULATION 1.0.01A   1.0.01A   COMMENCEMENT  
(Repealed by LA, s 48D.)

REGULATION 1.0.02   INTERPRETATION  

1.0.02(1)  


In these Regulations:

ABN
(Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.

ACH
means Australian Clearing House Pty Limited.

Act
means the Corporations Act 2001.

agent
means a person appointed under subsection 601CG(1) of the Act.

APFRN
: see Australian Passport Fund Registration Number .

approved deposit fund
(or ADF ) has the same meaning as in the SIS Act.

approved foreign bank :

(a) in relation to a participant of a licensed market, means a bank:


(i) established by or under the law of a foreign country; and

(ii) in relation to which there is in force an approval given by the market licensee in accordance with its operating rules or by ASIC under the market integrity rules; and


(b) in relation to a financial services licensee other than a participant of a licensed market, means a bank:


(i) regulated by an overseas regulator; and

(ii) in relation to which there is in force an approval given by ASIC for the purposes of this definition.

approved form
, in relation to a provision of the Act or of these Regulations, means the form that is approved under paragraph 350(1)(b) of the Act for use for that provision.

associated provisions
, in relation to provisions (the core provisions ) of the relevant old legislation as in force at a particular time, include (but are not limited to):


(a) any regulations or other instruments that are or were in force for the purposes of any of the core provisions at that time; and


(b) any interpretation provisions that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and


(c) any provisions relating to liability (civil or criminal) that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and


(d) any provisions that limit or limited, or that otherwise affect or affected, the operation of any of the core provisions at that time (whether or not they also limit or limited, or affect or affected, the operation of other provisions).

ASTC
means ASX Settlement and Transfer Corporation Pty Limited.

ASTC certificate cancellation provisions
means the provisions of the ASTC operating rules that deal with:


(a) the cancellation of certificates or other documents of title to Division 4 financial products; and


(b) matters incidental to the cancellation of those certificates or documents.

ASTC-regulated transfer
means a transfer of a Division 4 financial product:


(a) within the meaning of:


(i) Division 4 of Part 7.11 of the Act; and

(ii) regulations relating to transfer made for sections 1074A and 1074E of the Act; and


(b) that is effected through ASTC; and


(c) that, according to the ASTC operating rules, is an ASTC-regulated transfer.

Australian Passport Fund Registration Number
or APFRN has the same meaning as in Chapter 8A of the Act.

benefit fund
has the meaning given by section 16B of the Life Insurance Act 1995.

building society
has thesame meaning as in section 16 of the RSA Act.

capital guaranteed
, for a superannuation product or an RSA product, means that the contributions and accumulated earnings may not be reduced by a negative investment return or a reduction in the value of an asset in which the product is invested.

capital guaranteed FHSA product
(Repealed by SLI 2015 No 91, Sch 1[11] (effective 1 July 2015).)

capital guaranteed fund
means a public offer superannuation fund, or a sub-fund of a public offer superannuation fund, that has the following characteristics:


(a) its investments comprise 1 or more of the following only:


(i) deposits with an ADI;

(ii) investments in a capital guaranteed superannuation product or RSA product;


(b) the contributions and accumulated earnings of its members cannot be reduced by negative investment returns (within the meaning of subregulation 5.01(1) of the SIS Regulations) or by any reduction in the value of its assets.

capital guaranteed member
means a member whose interest in a public offer superannuation fund is fully invested in a capital guaranteed fund.

carbon abatement contract
has the same meaning as in the Carbon Credits (Carbon Farming Initiative) Act 2011.

choice product
has the same meaning as in the SIS Act.

client money reporting infringement notice
: see regulation 7.8.05A.

client money reporting infringement notice period
: see regulation 7.8.05A.

CPI
means the Consumer Price Index number (being the weighted average of the 8 capital cities) published by the Australian Bureau of Statistics.

Division 3 asset
means:


(a) shares mentioned in paragraph 1073A(1)(a) of the Act; or


(b) debentures mentioned in paragraph 1073A(1)(b) of the Act; or


(c) interests in a registered scheme mentioned in paragraph 1073A(1)(c) of the Act; or


(ca) a CGS depository interest mentioned in paragraph 1073A(1)(da) of the Act; or


(d) securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 rights
means:


(a) rights mentioned in paragraph 1073A(1)(d) of the Act; and


(b) rights related to securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 securities
means Division 3 assets and Division 3 rights.

Division 4 financial product
has the meaning given by regulation 7.11.03.

eligible termination payment
(Repealed by SLI 2007 No 102, Sch 1[1].)

enduring power of attorney
means an enduring power of attorney that complies with a law of a State or Territory.

Exchange body
means:


(a) Australian Stock Exchange Limited; or


(b) a subsidiary of Australian Stock Exchange Limited.

excluded ADF
has the same meaning as in the SIS Act.

exempt public sector superannuation scheme (EPSSS)
has the same meaning as in the SIS Act.

FHSA deposit account
(Repealed by SLI 2015 No 91, Sch 1[11] (effective 1 July 2015).)

FHSA life policy
(Repealed by SLI 2015 No 91, Sch 1[11] (effective 1 July 2015).)

financial business
means a business that:


(a) consists of, or includes, the provision of financial services; or


(b) relates wholly or partly to the provision of financial services.

form
means an approved form or a prescribed form.

friendly society
has the meaning given by section 16C of the Life Insurance Act 1995.

friendly society funeral product
: see subregulation 7.6.01(7).

FSR commencement
means the commencement of item 1 of Schedule 1 to the Financial Services Reform Act 2001.

funeral services entity
: see subregulation 7.6.01(7).

generic MySuper product
: a class of beneficial interest in a superannuation entity is a generic MySuper product if:


(a) the superannuation entity is a regulated superannuation fund; and


(b) the RSE licensee of the fund (within the meaning of the SIS Act) is authorised to offer that class of beneficial interest in the fund as a MySuper product under section 29T of the SIS Act; and


(c) the RSE licensee of the fund (within the meaning of the SIS Act) is not authorised to offer that class of beneficial interest in the fund as a MySuper product because section 29TA or 29TB of the SIS Act is satisfied in relation to the class.

income stream financial product
means an annuity or other facility that is a financial product which provides an income stream, including:


(a) an income stream that is an investment life insurance product; or


(b) an income designated under section 9 of the Social Security Act 1991 or section 5H of the Veterans' Entitlements Act 1986;

but does not include any of the following:


(c) a financial product under paragraph 764A(1)(ba) of the Act;


(d) anything that is not a financial product under section 765A of the Act;


(e) available money;


(f) deposit money;


(g) a managed investment product;


(ga) a foreign passport fund product;


(h) a security;


(i) a loan that has not been repaid in full;


(j) gold, silver or platinum bullion.

Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSA products are not income stream financial products.

investment-based financial product
means:


(a) a financial product under section 763B of the Act; or


(b) a financial product under paragraph 764A(1)(ba), (bb) or (j) of the Act; or


(c) a financial product under paragraph 764A(1)(m) of the Act that is specified to be an investment-based financial product; or


(d) a security; or


(e) a managed investment product; or


(f) an investment life insurance product; or


(g) a deposit product; or


(ga) a carbon unit;


(gb) an Australian carbon credit unit;


(gc) an eligible international emissions unit;

but does not include any of the following:


(h) anything that is not a financial product under section 765A of the Act;


(i) an income stream financial product.

Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSA products are not income stream financial products.

Lloyd's
has the same meaning as in the Insurance Act 1973.

margin loan,
or margin lending , means a standard margin lending facility.

medical indemnity insurance product
means an arrangement:


(a) under which medical indemnity cover is provided to:


(i) a medical practitioner as defined in section 4 of the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003; or

(ii) a registered health professional prescribed by regulations made under the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 for the purposes of a provision of Part 3 of that Act; and


(b) to which the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 applies.

medical practitioner
(Repealed by SR 2003 No 368, Sch 1[1].)

minor fee,
for a margin loan, means a fee or cost for the margin loan that does not relate to the ordinary acquisition, operation or closure of the loan and which is less than $10.

MySuper product
has the same meaning as in the SIS Act.

NFPFRN
: see Notified Foreign Passport Fund Registration Number .

non-cash payment financial product
means a financial product under section 763D of the Act, other than:


(a) a derivative; or


(b) a financial product under paragraph 764A(1)(k) of the Act; or


(c) anything that is not a financial product under section 765A of the Act.

non-Division 3 securities
means financial products to which Division 3 or 4 of Part 7.11 of the Act applies because of a declaration made by ASIC under paragraph 1075A(1)(b) of the Act.

Notified Foreign Passport Fund Registration Number
or NFPFRN
, for a notified foreign passport fund, is the unique registration code allocated to the fund by the home regulator for the fund.

OCH
(Repealed by SR 2004 No 398, Sch 1[2].)

old Corporations Act
means the Corporations Act 2001 as in force immediately before the FSR commencement.

policy committee
has the same meaning as in the SIS Act.

pooled superannuation trust
(or PST ) has the same meaning as in the SIS Act.

pre-FSR securities
means securities defined in subsection 92(3) of the old Corporations Act.

preserved benefits
means preserved benefits under:


(a) Subdivision 6.1.2 of the SIS Regulations; or


(b) Subdivision 4.1.2 of the RSA Regulations.

proper ASTC transfer
means:


(a) an ASTC-regulated transfer of a Division 4 financial product effected:


(i) through the prescribed CS facility operated by the ASTC; and

(ii) in accordance with the operating rules of the ASTC; and


(b) an ASTC-regulated transfer that the ASTC, in accordance with its operating rules, determines:


(i) to comply substantially with the applicable provisions of those operating rules; and

(ii) to be taken to be, and always to have been, a proper ASTC transfer.

public offer entity
has the same meaning as in the SIS Act.

public offer superannuation fund
has the same meaning as in the SIS Act.

qualifying gas exchange product
means an arrangement for the physical delivery of natural gas or related goods or services, including pipeline capacity.

qualifying gas trading exchange
means a facility:


(a) established by the Australian Energy Market Operator Limited (ACN 072 010 327) exercising its functions under subsection 91BRK(1) of the National Gas Law set out in the Schedule to the National Gas (South Australia) Act 2008 (SA); and


(b) through which persons may elect to buy and sell natural gas or related goods or services (including pipeline capacity).

recipient
:


(a) in relation to an infringement notice given under regulation 7.2A.04, has the meaning given by regulation 7.2A.03; and


(b) in relation to a client money reporting infringement notice, has the meaning given by regulation 7.8.05A; and


(c) in relation to an infringement notice given under regulation 7.5A.104, has the meaning given by regulation 7.5A.103.

registration number
means:


(a) for a company - the number allotted to the company under paragraph 118(1)(a) or 601BD(1)(a) of the Act; or


(b) for a registered body - the number allotted to it under section 601CB or 601CE of the Act; or


(c) for an auditor - the number allotted to a person on registration of that person as an auditor.

regulated superannuation fund
has the same meaning as in the SIS Act.

restricted non-preserved benefits
means restricted non-preserved benefits under:


(a) Subdivision 6.1.3 of the SIS Regulations; or


(b) Subdivision 4.1.3 of the RSA Regulations.

retirement savings account
has the same meaning as in the RSA Act.

risk-based financial product
means:


(a) a financial product under section 763C of the Act; or


(b) a life risk insurance product;

but does not include any of the following:


(c) a derivative;


(d) anything that is not a financial product under section 765A of the Act.

Note: In accordance with subsections 761G(5) and (7) of the Act, general insurance products are not risk-based financial products.

RSA Act
means the Retirement Savings Accounts Act 1997.

RSA Regulations
means the Retirement Savings Accounts Regulations 1997.

settlement authority
(Repealed by SLI 2005 No 38, Sch 1[1].)

settlement documents
, in relation to a transaction, means:


(a) if the agreement for the transaction has not been discharged - documents the supply of which in accordance with the agreement is sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction; or


(b) if the agreement for the transaction has been discharged, whether by performance or otherwise - documents the supply of which in accordance with the agreement would, if the agreement had not been discharged, be sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction.

simple managed investment scheme
means a registered scheme (other than a passport fund) which is or was offered because it meets 1 of the following requirements:


(a) the scheme invests at least 80% of its assets in money in an account with a bank on the basis that the money is available for withdrawal:


(i) immediately during the bank's normal business hours; or

(ii) at the end of a fixed-term period that does not exceed 3 months;


(b) the scheme invests at least 80% of its assets in money on deposit with a bank on the basis that the money is available for withdrawal:


(i) immediately during the bank's normal business hours; or

(ii) at the end of a fixed-term period that does not exceed 3 months;


(c) the scheme invests at least 80% of its assets under 1 or more arrangements by which the responsible entity of the scheme can reasonably expect to realise the investment, at the market value of the assets, within 10 days.

SIS Act
means the Superannuation Industry (Supervision) Act 1993.

SIS Regulations
means the Superannuation Industry (Supervision) Regulations 1994.

sub-plan
, in relation to a regulated superannuation fund, means a segment of the fund comprising a member or members of the fund, being a sub-plan that the trustee determines should be made.

successor fund
has the same meaning as in the SIS Regulations.

superannuation entity
has the same meaning as in the SIS Act.

superannuation interest
has the same meaning as in the SIS Act.

superannuation lump sum
has the meaning given by subsection 995-1(1) of the Income Tax Assessment Act 1997.

superannuation scheme
means a complying superannuation fund within the meaning of subsection 995-1(1) of the Income Tax Assessment Act 1997.

superannuation-sourced money
means money in relation to which:


(a) the provider of a financial service knows that the money:


(i) will be paid to a person as a superannuation lump sum by the trustee of a regulated superannuation fund; or

(ii) has been paid as an eligible termination payment (within the meaning of these Regulations as in force immediately before 1 July 2007) or as a superannuation lump sum at any time during the previous 6 months; or


(b) the provider of the financial service ought reasonably to know that fact.

TDS nominee
(Repealed by SR 2002 No 282, Sch 1[2].)

transfer delivery service provision
(Repealed by SR 2002 No 282, Sch 1[2].)

trustee
in relation to a superannuation scheme, includes a person responsible for the administration and management of the scheme.

unrestricted non-preserved benefits
means unrestricted non-preserved benefits under:


(a) Subdivision 6.1.4 of the SIS Regulations; or


(b) Subdivision 4.1.4 of the RSA Regulations.

warrant
means a financial product:


(a) that is:


(i) a derivative under section 761D of the Act; or

(ii) a financial product that would, apart from the effect of paragraph 761D(3)(c) of the Act, be a derivative for section 761D of the Act, and is excluded by that paragraph only because:

(A) it is a security under paragraph (c) of the definition of security in section 761A of the Act; or

(B) it is a legal or equitable right or interest mentioned in subparagraph 764A(1)(b)(ii) of the Act; or

(C) it is a legal or equitable right or interest mentioned in subparagraph 764A(1)(ba)(ii) of the Act; or

(D) it is a legal or equitable right or interest mentioned in subparagraph 764A(1)(bb)(ii) of the Act; and


(b) that is transferable.

1.0.02(2)  
In these Regulations, a reference to a form by number is a reference to the form so numbered in Schedule 2.

1.0.02(3)  
(Repealed by SR 2001 No 319, Sch 1[1].)

REGULATION 1.0.02A   1.0.02A   PRESCRIBED FINANCIAL MARKET  


For the definition of prescribed financial market in section 9 of the Act, the following financial markets are prescribed:


(a) Asia Pacific Exchange Limited;


(b) ASX Limited;


(c) Chi-X Australia Pty Ltd;


(d) National Stock Exchange of Australia Limited;


(e) SIM Venture Securities Exchange Ltd.

REGULATION 1.0.02B   PROPRIETARY COMPANY THRESHOLDS (ACT S 45A)  

1.0.02B(1)  
For the purposes of paragraphs 45A(2)(a) and (3)(a) of the Act, the amount of $50 million is prescribed.

1.0.02B(2)  
For the purposes of paragraphs 45A(2)(b) and (3)(b) of the Act, the amount of $25 million is prescribed.

1.0.02B(3)  
For the purposes of paragraphs 45A(2)(c) and (3)(c) of the Act, the number 100 is prescribed.

REGULATION 1.0.03   PRESCRIBED FORMS (ACT s 350)  

1.0.03(1)   [How form is prescribed]  

A form in Schedule 2 mentioned in an item in column 4 of Schedule 1 is prescribed for the provision of the Act, or of these Regulations, that is specified in the item in column 2.

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must:

  • (a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
  • (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
  • 1.0.03(2)   [References to Chapters, Parts, etc]  

    In a form, unless the contrary intention appears, a reference to a Chapter, Part, Division, section, subsection, paragraph or subparagraph is a reference to that Chapter, Part, Division, section, subsection, paragraph or subparagraph of the Act.

    REGULATION 1.0.03A   DOCUMENTS THAT MUST BE IN THE PRESCRIBED FORM  

    Documents lodged under the Act

    1.0.03A(1)  
    A document mentioned in the table under a provision of the Act mentioned in the table must be in the prescribed form.


    Item Document Provision of the Act
    1A Certificate to the effect that all documents accompanying a notice lodged under section 263 or 264 of the Act have been duly stamped as required by any applicable law relating to stamp duty Paragraph 265(4)(b)
    1B Notice stating that a person other than the original chargee has become the holder of a registrable charge on property of a company Subsection 268(1)
    1C Notice setting out particulars of a variation in the terms of a registrable charge on property of a company Subsection 268(2)
    1 Notice of appointment to administer a compromise or arrangement Subsection 415(1)
    2 Notice that an order for the appointment of a receiver of property has been obtained or of the appointment of a receiver Paragraph 427(1)(a)
    3 Notice of the appointment of a person to enter into possession or take control of the property of a corporation Paragraph 427(1A)(a)
    4 Notice of entering into possession or taking control Paragraph 427(1B)(a)
    5 Notice that the person has ceased to be a controller Paragraph 427(4)(a)
    6 Written notice stating that a company is taken to have passed a resolution to wind up the company Paragraph 446A(5)(a)
    7 Notice of the appointment of an administrator Paragraph 450A(1)(a)
    8 Notice of failure to execute deed of company arrangement Paragraph 450C(a)
    9 Notice of termination of deed of company arrangement Paragraph 450D(a)
    10 Notice of filing of application to wind up a company Paragraph 470(1)(a)
    11 Notice of making of order to wind up a company Paragraph 470(1)(b)
    12 Notice of withdrawal or dismissal of application to wind up a company Paragraph 470(1)(c)
    13 (Repealed)
    14 (Repealed)
    15 Written notice disclaiming property Subsection 568A(1)
    16 (Repealed)
    20 A copy of the whole or a specified part of the register of members of a notified foreign passport fund Subsection 1213P(4)

    Documents lodged under the Passport Rules

    1.0.03A(2)  
    If the Passport Rules for this jurisdiction contain a requirement to lodge a document with ASIC (however the lodgement is described), the document must be lodged with ASIC in the prescribed form.

    Note: The requirement in the Passport Rules need not use the word "lodge". For example, if the Passport Rules contain a requirement to notify ASIC of a matter or to provide a document to ASIC, subregulation (2) requires the notification or document to be in the prescribed form.

    Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must:

  • (a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
  • (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
  • REGULATION 1.0.03B   1.0.03B   DOCUMENTS THAT MUST BE LODGED WITH ASIC  


    A document mentioned in an item in the table for a provision mentioned in the item must be lodged:


    (a) with ASIC; and


    (b) if the document is mentioned for subsection 430(1) of the Act - by a controller, within 7 days of the controller receiving a report under that subsection.


    [Table - Documents that must be lodged with ASIC]
    [Table - Documents that must be lodged with ASIC]
    Item Document Provision of the Act
    1 Statement in writing in the prescribed form verifying a report about the affairs of a company Subsection 430(1) or 475(1) or (2)
    2 Report about the affairs of a company Subsection 430(1)

    Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC in a prescribed form must:

  • (a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
  • (b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
  • On 23 December 2004, forms for the documents mentioned in item 1 of the table are not prescribed in these Regulations.

    REGULATION 1.0.03C   1.0.03C   DOCUMENTS THAT MUST BE IN A FORM APPROVED BY ASIC  


    A document mentioned in the table under a provision of the Act mentioned in the table must be in a form approved by ASIC (if a form has been approved).


    [Table - Documents that must be in a form approved by ASIC
    [Table - Documents that must be in a form approved by ASIC
    Item Document Provision of the Act
    1 (Repealed)
    2 (Repealed)
    3 Notice of termination of deed of company arrangement Paragraph 450D(b)

    Note: The documents mentioned in the table are not required to be lodged with ASIC under the Act, and are not documents to which section 350 of the Act applies.

    REGULATION 1.0.04   1.0.04   DIRECTIONS AND INSTRUCTIONS IN FORMS  
    A form must be completed in accordance with the directions and instructions specified in the form.

    REGULATION 1.0.05   DOCUMENTS AND INFORMATION REQUIRED BY FORMS  

    1.0.05(1)   [Documents or information]  

    If a form requires:


    (a) the lodging of a document; or


    (b) the giving of information:


    (i) by completing the form in the prescribed manner; or

    (ii) by supplying or completing another document;

    the document or information is taken to be the document or information required for the provision of the Act or of these Regulations for which the form is approved under paragraph 350(1)(b) of the Act or included in Schedule 2.

    1.0.05(2)   [Particulars]  

    If the Act requires particulars to be provided by the giving of information in a form, the particulars included in the form are taken to be the particulars required:


    (a) if the form is an approved form - for the provision of the Act for which the form is approved under paragraph 350(1)(b) of the Act; and


    (b) if the form is a prescribed form - for the provision of the Act for which the form is included in Schedule 2.

    REGULATION 1.0.05A   LODGMENT WITH ASIC  

    1.0.05A(1)  


    For the definition of lodge with ASIC in section 761A of the Act, the definition relates to each provision of Chapter 7 of the Act that includes the expression lodge with ASIC .

    1.0.05A(2)  
    For paragraph 1364(2)(c) of the Act:

    (a)  a statement that is to be given to ASIC in accordance with subsection 912C(1) of the Act may be lodged with ASIC in the prescribed form; and

    (b)  

    written notice that is to be lodged with ASIC in accordance with subsection 912DAC(1) of the Act may be lodged with ASIC in the prescribed form; and


    (c) (Repealed)

    (d)  information that is to be given to ASIC in accordance with subsection 912E(2) of the Act may be lodged with ASIC in the prescribed form; and

    (e)  

    information that is to be provided to ASIC in accordance with paragraph 913B(1)(ca) of the Act may be lodged with ASIC in the prescribed form; and

    (f)  

    a document that is to be lodged with ASIC for Part 10.2 of the Act must be lodged in the prescribed form.

    REGULATION 1.0.06   ANNEXURES ACCOMPANYING FORMS  

    1.0.06(1)   [``annexure'']  

    In this regulation:

    annexure
    includes a document that is with a form.

    1.0.06(2)   [Requirements for annexures]  

    An annexure to a form must:


    (a) have an identifying mark; and


    (b) be endorsed with the words:

    ``This is the annexure of (insert the number of pages) pages marked (insert an identifying mark) mentioned in the (insert a description of the form) signed by (insert `me' or `us') and dated (insert the date of signing)''

    ; and


    (c) be signed by each person signing the form to which the document is annexed.

    1.0.06(3)   [Numbering of pages]  

    The pages in an annexure must be numbered consecutively.

    1.0.06(4)   [Particulars of annexure]  

    If a form has a document annexed, the following particulars of the annexure must be written on the form:


    (a) the identifying mark; and


    (b) the number of pages.

    REGULATION 1.0.07   1.0.07   GENERAL REQUIREMENTS FOR DOCUMENTS  
    Unless ASIC otherwise approves, a document to be lodged must:


    (a) be on white or light pastel colour paper:


    (i) of international A4 size; and

    (ii) of medium weight and good quality; and


    (b) be clearly printed or written in black or dark blue in a manner that is permanent and will make possible a reproduction, by photographic, computerised or other electronic means that is satisfactory to ASIC; and


    (c) not be a carbon copy or a copy reproduced by any spirit duplication method; and


    (d) subject to paragraph (h), have margins of not less than 10 millimetres on all sides; and


    (e) if it comprises 2 or more sheets, be fastened together securely in the top left-hand corner; and


    (f) display on the first page of the document or, if the document is a single sheet, on that sheet:


    (i) subject to regulation 7.6.03:

    (A) the ACN, ARBN or ARSN of the corporation or managed investment scheme; or

    (B) if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, ARBN or ARSN (if the corporation or managed investment scheme has an ACN, ARBN or ARSN) - its ABN; and

    (ia) in the case of a managed investment scheme that is a notified foreign passport fund - the NFPFRN for the fund and any other unique number for the fund allocated to the fund by ASIC; and

    (ii) the name of the corporation or managed investment scheme; and

    (iii) the title of the document; and

    (iv) the section number of the Act under which the document is being lodged; and


    (g) have the following information at the top left-hand of the first sheet:


    (i) registered agent number (if any); and

    (ii) lodging party or agent name; and

    (iii) address; and

    (iv) telephone number; and

    (v) facsimile number (if any); and

    (vi) DX number and applicable suburb or city (if any); and


    (h) at the top right-hand of the first sheet, have a blank space that measures 35 millimetres from the top of the page and 65 millimetres from the right-hand side of the page; and


    (j) if the document is a form relating to a no liability company, be completed by inserting the words 'No Liability' in place of the word 'Limited'; and


    (k) in the case of an unlimited company, have the word 'Limited' omitted; and


    (l) if the document contains maps or charts on which areas have been distinguished by colour, also distinguish those areas by hatching, numbering or lettering.

    Note: In addition to the requirements in paragraph (f), if a managed investment scheme is also an Australian passport fund, all documents relating to the fund lodged with ASIC must also include the scheme's APFRN: see section 1212B of the Act.

    REGULATION 1.0.08   INFORMATION TO ACCOMPANY FINANCIAL DOCUMENTS LODGED FOR FINANCIAL YEARS  

    1.0.08(1)  
    A document lodged under subsection 319(1) of the Act for a financial year must be accompanied by the approved form setting out the following information:


    (a) if the disclosing entity is a company:


    (i) the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and

    (ii) the dates on which the financial year to which the document relates begins and ends; and

    (iii) a statement of certification in accordance with regulation 1.0.16; or


    (b) if the disclosing entity is a body (other than a company):


    (i) the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and

    (ii) the dates on which the financial year to which the document relates begins and ends; and

    (iii) a statement of certification in accordance with regulation 1.0.16; or


    (c) if the disclosing entity is a registered scheme:


    (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and

    (ii) the dates of the beginning and end of the half-year to which the document relates; and

    (iii) the name of the responsible entity of the scheme and the name of the scheme; and

    (iv) a statement of certification in accordance with regulation 1.0.16.

    1.0.08(2)  
    A document lodged by a notified foreign passport fund under subsection 319(1AA) of the Act for a financial year must be accompanied by the approved form setting out the following information:


    (a) the NFPFRN for the fund and any other unique number for the fund allocated to the fund by ASIC;


    (b) the name of the fund;


    (c) the name and ARBN of the operator of the fund;


    (d) the dates on which the financial year to which the document relates begins and ends;


    (e) a statement of certification in accordance with regulation 1.0.16.

    REGULATION 1.0.09   1.0.09   INFORMATION TO ACCOMPANY FINANCIAL DOCUMENTS ETC LODGED FOR HALF-YEARS  
    A document lodged under section 320 of the Act for a half-year must be accompanied by the approved form setting out the following information:


    (a) if the disclosing entity is a company:


    (i) the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and

    (ii) the dates on which the half-year to which the document relates begins and ends; and

    (iii) a statement of certification in accordance with regulation 1.0.16; or


    (b) if the disclosing entity is a body (other than a company):


    (i) the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and

    (ii) the dates on which the half-year to which the document relates begins and ends; and

    (iii) a statement of certification in accordance with regulation 1.0.16; or


    (c) if the disclosing entity is a registered scheme:


    (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and

    (ii) the dates of the beginning and end of the half-years to which the document relates; and

    (iii) the name of the responsible entity of the scheme and the name of the scheme; and

    (iv) a statement of certification in accordance with regulation 1.0.16.

    REGULATION 1.0.10   1.0.10   CONTINUOUS DISCLOSURE NOTICES  
    A document lodged under section 1001B of the Act must be accompanied by Form 1003 setting out the following information:


    (a) if the disclosing entity is a body:


    (i) the ACN or ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN or ARBN, the ABN of the body; and

    (ii) a statement of certification in accordance with regulation 1.0.16; or


    (b) if the disclosing entity is a registered scheme:


    (i) the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and

    (ii) the name of the responsible entity of the scheme and the name of the scheme; and

    (iii) a statement of certification in accordance with regulation 1.0.16.

    REGULATION 1.0.11   1.0.11   CERTAIN DOCUMENTS TO BE SIGNED BY PERSONAL REPRESENTATIVES ETC  
    Unless these Regulations state otherwise, a document relating to a corporation that is a proprietary company to which section 201F of the Act applies that does not have a director or secretary must be signed by the personal representative or trustee mentioned in that section.

    REGULATION 1.0.12   1.0.12   FORM OF NOTICE OF RESOLUTION  


    A copy of a resolution lodged under subsection 136(5), 157(2), 162(3), 246F(3), 254H(4), 254N(2), 256C(3), 260B(7), 461(2), 506(1B), 507(11) or 510(1A) of the Act must be set out in, or annexed to, a notice in accordance with the approved form.

    REGULATION 1.0.13   1.0.13   TIME FOR LODGING DOCUMENTS  
    If:


    (a) a document must be lodged; and


    (b) the period within which the document must be lodged is not prescribed;

    the document must be lodged:


    (c) if paragraph (d) does not apply - within one month; or


    (d) if the document is to be lodged by a foreign company and ASIC allows a further period because of special circumstances - that further period;

    after the happening of the event to which the document relates.

    REGULATION 1.0.14   1.0.14   ADDRESS OF REGISTERED OFFICE OR PLACE OF BUSINESS  
    If notice must be given under these Regulations of:


    (a) the address of an office or a proposed office; or


    (b) the address of a place of business;

    of a corporation or a person, the notice must include:


    (c) if applicable, the number of the room in which; and


    (d) if applicable, the number of the floor or level on which; and


    (e) the place in Australia in which;

    the office or place of business is, or is to be, situated.

    REGULATION 1.0.15   AFFIDAVITS AND STATEMENTS IN WRITING  

    1.0.15(1)   [Who may swear or make on behalf of corporation]  

    An affidavit or statement in writing must be sworn or made, on behalf of a corporation, by a director or a secretary of the corporation.

    1.0.15(2)   [Affidavit sworn outside Australia]  

    If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to be sworn in accordance with the requirements of the law of that place.

    REGULATION 1.0.16   CERTIFICATION AND VERIFICATION OF CERTAIN DOCUMENTS  

    1.0.16(1)  
    A document relating to a corporation or registered scheme that is to be certified or verified must be certified or verified in the approved form and signed by:


    (a) a director or secretary of the corporation, or of the responsible entity of the scheme, who resides in Australia or an external territory; or


    (b) an agent of the corporation or entity or, if the agent is a company, a director or secretary of the company who resides in Australia or an external territory.

    1.0.16(2)  
    Subregulation (1) does not apply to a document relating to a notified foreign passport fund.

    1.0.16(3)  
    A document relating to a notified foreign passport fund that is to be certified or verified must be certified or verified in the approved form and signed by:


    (a) a director or secretary of the operator of the fund; or


    (b) the local agent for the operator of the fund; or


    (c) if the local agent is a company - a director or secretary of that company.

    REGULATION 1.0.17   DOCUMENTS SIGNED OR SWORN IN ACCORDANCE WITH THE RULES  

    1.0.17(1)   [Signed in accordance with reg 1.0.11]  

    A document that is signed in accordance with the rules is taken to have been signed in accordance with regulation 1.0.11.

    1.0.17(2)   [Sworn or made in accordance with reg 1.0.15]  

    An affidavit or statement that is sworn or made in accordance with the rules is taken to have been sworn or made in accordance with regulation 1.0.15.

    REGULATION 1.0.18   1.0.18   PRESCRIBED PROVISIONS (ACT s 53)  
    For section 53 of the Act, the following provisions of the Act are prescribed:


    (a) section 657A;


    (b) paragraphs 12(2)(b) and (c) of the Act.

    REGULATION 1.0.20   1.0.20   COPIES OF ORDERS TO BE LODGED  
    A person who obtains an order of the Court under or for:


    (c) subsection 266(4); or


    (d) section 274; or


    (e) subsection 484(1); or


    (ea) paragraph 484(2)(c); or


    (f) section 583; or


    (g) section 585; or


    (h) section 601ND; or


    (j) section 1322;

    of the Act, must lodge an office copy of the order with ASIC.

    REGULATION 1.0.21   1.0.21   IDENTIFICATION OF LODGED ORDERS  
    If an order or copy of an order of a court is lodged with ASIC, it must be accompanied by a cover page in Form 105 identifying the legislative provision or other law under which the order was made and the nature of the order.

    REGULATION 1.0.22   1.0.22   TERRITORIAL APPLICATION OF ACT  
    For subsection 5(9) of the Act, each of the external Territories is included in this jurisdiction for the purposes of Chapter 7 of the Act (other than Parts 7.2 to 7.5 and Part 7.11) in relation to:


    (a) a superannuation product within the meaning of section 761A of the Act; and


    (b) an RSA product within the meaning of section 761A of the Act; and


    (c) a financial service that relates to a superannuation product within the meaning of section 761A of the Act; and


    (d) a financial service that relates to an RSA product within the meaning of section 761A of the Act.

    PART 1.1 - PRESCRIBED AMOUNTS  

    REGULATION 1.1.01   1.1.01   PRESCRIBED AMOUNTS  
    The amount specified in an item in column 3 of Schedule 4 is prescribed in relation to the matter specified in the item in column 2.

    PART 1.2 - INTERPRETATION  

    Division 1 - General  

    REGULATION 1.2.01   1.2.01   REMUNERATION RECOMMENDATIONS (ACT s 9B)  


    For paragraph 9B(2)(f) of the Act, a recommendation, or advice or information, provided in relation to one or more members of the key management personnel for a company by an employee of a company within the same consolidated entity, is not a remuneration recommendation.

    PART 1.2A - DISCLOSING ENTITIES  

    REGULATION 1.2A.01   1.2A.01   SECURITIES DECLARED NOT TO BE ED SECURITIES  
    For section 111AJ of the Act, the following securities are declared not to be ED securities:


    (a) securities of a body that, under the listing rules of the Australian Stock Exchange Limited, is an exempt foreign entity; or


    (b) securities that are quoted on Australian Bloodstock Exchange Limited.

    REGULATION 1.2A.02   FOREIGN COMPANIES ISSUING SECURITIES UNDER FOREIGN SCRIP OFFERS ETC EXEMPT FROM DISCLOSING ENTITY PROVISIONS  

    1.2A.02(1)   [Conditions of exemption]  

    For section 111AS of the Act, a foreign company is exempt from the disclosing entity provisions in respect of ED securities under section 111AG of the Act if:


    (a) the company issues the securities in connection with a foreign takeover bid or foreign scheme of arrangement; and


    (b) the securities issued are, at the time of issue, securities in a class of securities quoted on an approved foreign exchange; and


    (c) the terms and conditions of the issue to citizens and Australian permanent residents are the same as those applying to each other person receiving securities that are in the same class; and


    (d) the same notices, documents or other information (or, where applicable, an English translation of these) (modified, if necessary, to include any additional information for the purposes of complying with Chapter 6D of the Act) are given to Australian citizens or permanent residents as are given to each other person; and


    (e) the notices, documents and other information are given to Australian citizens and permanent residents at the same time, or as soon as practicable after, they are given to those other persons; and


    (f) in relation to the issue - the company complies with all legislative and stock exchange requirements in the place in which is located:


    (i) the approved foreign exchange; or

    (ii) if more than one - the principal approved exchange;
    on which the company's securities are quoted.

    1.2A.02(2)   [Definitions]  

    In this regulation:

    approved foreign exchange
    includes:


    (a) American Stock Exchange Inc.;


    (b) New York Stock Exchange Inc.;


    (c) New Zealand Stock Exchange;


    (d) The Stock Exchange of Hong Kong Ltd;


    (e) Stock Exchange of Singapore Limited;


    (f) The Amsterdam Stock Exchange;


    (g) the Frankfurt Stock Exchange;


    (h) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;


    (i) the Milan Stock Exchange;


    (j) the NASDAQ National Market;


    (k) the Paris Bourse;


    (l) the Tokyo Stock Exchange;


    (m) the Toronto Stock Exchange;


    (n) the Zurich Stock Exchange.

    foreign scheme of arrangement
    means a compromise or arrangement that is subject to court approval under subsection 411(6) of the Act, between:


    (a) a foreign company and a class of its creditors; or


    (b) a foreign company and a class of its members.

    foreign takeover bid
    means a bid to acquire some or all of the securities of:


    (a) all holders of a class of securities of a foreign company; or


    (b) all holders of those securities except the bidder or the bidder and associates of the bidder.

    REGULATION 1.2A.03   FOREIGN COMPANIES ISSUING SECURITIES UNDER EMPLOYEE SHARE SCHEME EXEMPT FROM THE DISCLOSING ENTITY PROVISIONS  

    1.2A.03(1)   [Exemption]  

    For section 111AS of the Act, a foreign company is exempt from the disclosing entity provisions in respect of an offer of shares in the company for issue or sale:


    (a) that is made to employees of the company, or of an associated body corporate, under an employee share scheme; and


    (b) in relation to which a disclosure document is lodged with ASIC.

    1.2A.03(2)   [Non-employees obtaining interest under employee share scheme]  

    Subregulation (1) is not affected by any action of an employee, the result of which is that another person who is not an employee acquires an interest in a share issued under the employee share scheme.

    1.2A.03(3)   [Definitions]  

    For this regulation:


    (a) an employee share scheme is a scheme under which a company offers for issue or sale shares (or options over issued shares) in the company only to a person who is a full-time or part-time director or employee of the company or of an associated body corporate when the offer is made; and


    (b) a body corporate is an associated body corporate in relation to a foreign company if:


    (i) the body corporate is related to the company within the meaning of section 50 of the Act; or

    (ii) the body corporate is entitled to at least 20% of the voting shares of the company; or

    (iii) the company is entitled to at least 20% of the voting shares of the body corporate.

    CHAPTER 2A - REGISTRATION OF COMPANIES  

    PART 2A.1 - SIZE OF PARTNERSHIPS OR ASSOCIATIONS (ACT s 115(2))  

    REGULATION 2A.1.01   SIZE OF PARTNERSHIPS OR ASSOCIATIONS  

    2A.1.01(1)   [Prescribed number for kind of partnership or association]  

    For paragraph 115(1)(b) of the Act, the number prescribed for a kind of partnership or association is the number specified in the following table for that kind of partnership or association:


    Item Kind of partnership or association Number
    1 (a) Actuaries, medical practitioners, patent attorneys, sharebrokers, stockbrokers or trade mark attorneys 50
     (b) Partnerships or associations of the kind specified in subregulation (2)
    2 Architects, pharmaceutical chemists or veterinary surgeons 100
    3 Legal practitioners 400
    4 Accountants 1,000

    2A.1.01(2)   [Kind of partnership or association]  

    For paragraph (b) of item 1 of the table in subregulation (1), the partnership or association is one that:


    (a) has as its primary purpose collaborative scientific research; and


    (b) includes as members:


    (i) at least 1 university; and

    (ii) at least 1 private sector participant;
    whether or not it also includes government agencies or publicly funded research bodies.

    2A.1.01(3)   ["private sector participant"]  

    In subregulation (2):

    private sector participant
    means an entity that obtains the majority of its revenue from sources other than Commonwealth, State or Territory appropriations.

    PART 2A.2 - CHANGE OF PLACE OF REGISTRATION OF COMPANY (ACT s 119A(3))  

    REGULATION 2A.2.01   APPROVAL OF APPLICATION FOR CHANGE OF PLACE OF REGISTRATION  

    2A.2.01(1)   [Necessity for special resolution]  

    An application to ASIC for a change in the State or Territory in this jurisdiction in which a company is taken to be registered must be approved by a special resolution of the company.

    2A.2.01(2)   [Copy must be given to ASIC]  

    A copy of the special resolution must be given to ASIC within 14 days after the day on which it is passed.

    REGULATION 2A.2.02   SPECIAL RESOLUTION MAY BE SET ASIDE BY COURT ORDER  

    2A.2.02(1)   [Application]  

    Within 28 days after the passing of a special resolution approving an application for a change in the State or Territory in this jurisdiction in which a company is taken to be registered, a member, or members, of the company having at least 10% of the votes capable of being cast on the special resolution may apply in writing to the Court to have the resolution set aside.

    2A.2.02(2)   [Representative action]  

    A member may, with the written consent of other members mentioned in subregulation (1), apply on their behalf to the Court under that subregulation.

    2A.2.02(3)   [Ground for setting aside]  

    The Court may order the special resolution to be set aside if the Court is satisfied that it would unfairly prejudice the applicant or applicants if the State or Territory in which the company is taken to be registered were changed in accordance with the resolution.

    2A.2.02(4)   [Copy must be given to ASIC]  

    The company must give ASIC a copy of the Court order within 14 days after the day on which it is made.

    REGULATION 2A.2.03   APPLICATION FOR CHANGE OF PLACE OF REGISTRATION  

    2A.2.03(1)   [Application to ASIC]  

    A company may, in accordance with a special resolution of the company, apply to ASIC for a change in the State or Territory in this jurisdiction in which the company is taken to be registered.

    2A.2.03(2)   [Approved form]  

    The application must be in accordance with the approved form.

    REGULATION 2A.2.04   CHANGE OF PLACE OF REGISTRATION  

    2A.2.04(1)   [ASIC must alter details]  

    On application under regulation 2A.2.03, ASIC must alter the details of the company's registration to show the change in the State or Territory in this jurisdiction in which the company is taken to be registered if:


    (a) the company has passed a special resolution approving the application for the change; and


    (b) the Court has not made an order setting aside the special resolution; and


    (c) the relevant Minister of the State or Territory in which the company is taken to be registered has approved the change under subparagraph 119A(3)(a)(i) of the Act; and


    (d) ASIC is not aware of any other reason why the change should not be made.

    2A.2.04(2)   [Alteration 28 days after application]  

    ASIC must not alter details of the company's registration until 28 days after the day on which the application was made.

    2A.2.04(3)   [New certificate of registration]  

    ASIC must give the company a new certificate of registration after it alters details of the company's registration.

    CHAPTER 2B - BASIC FEATURES OF A COMPANY  

    PART 2B.6 - NAMES  

    REGULATION 2B.6.01   AVAILABILITY OF NAMES (ACT s 147)  

    2B.6.01(1)   [Identical names]  

    For paragraphs 147(1)(a) and (b) of the Act, the rules for ascertaining whether a name is identical with another name are the rules set out in Part 1 of Schedule 6.

    2B.6.01(2)   [Unacceptable names]  

    For paragraph 147(1)(c) of the Act, a name is unacceptable for registration under the regulations if it is unacceptable under the rules set out in Part 2 of Schedule 6.

    REGULATION 2B.6.02   CONSENTS REQUIRED FOR USE OF CERTAIN LETTERS, WORDS AND EXPRESSIONS  

    2B.6.02(1)   [Application]  

    This regulation applies to a name if:


    (a) the name:


    (i) is the subject of an application for registration of a name under section 117 of the Act; or

    (ii) is the subject of an application for reservation of a name under section 152 of that Act; or

    (iii) for an application for a change of name under section 157 of the Act - is the name to which the previous name is to be changed; and


    (b) the name is, uses or includes:


    (i) letters, or a word or expression, specified in column 2 of an item in Part 4 or 5 of Schedule 6; or

    (ii) other letters, or another word or expression (whether or not in English), that is of like import to the letters, word or expression specified in the item.

    2B.6.02(2)   [Interpretation]  

    In paragraph (1)(b), a reference to letters, a word or an expression being used includes a reference to the letters, word or expression being used:


    (a) as part of another word or expression; or


    (b) in combination with other words or letters, or other symbols.

    2B.6.02(3)   [Use of ``ADI'']  

    However, this regulation does not apply to use of the letters ADI as part of another word.

    Example

    The letters adi appear in the word traditional . This regulation does not apply to use of the word traditional .

    2B.6.02(4)   [Consent of Minister]  

    If an item in Part 4 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the Minister who is specified in the item.

    2B.6.02(5)   [Consent of public authority or agency]  

    If an item in Part 5 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the public authority, instrumentality or agency that is specified in the item.

    REGULATION 2B.6.02A   EXEMPTION FROM REQUIREMENT TO INCLUDE "LIMITED" IN NAME  

    2B.6.02A(1)  
    For the purposes of subsections 5H(5) and 5I(1) of the Act, subsection 148(2) of the Act does not apply in relation to Westpac Banking Corporation (ABN 33 007 457 141).

    2B.6.02A(2)  
    For the purposes of subsection 5I(1) of the Act, the Westpac Banking Corporation (Transfer of Incorporation) Act 2000 (NSW) is the specified law.

    REGULATION 2B.6.03   2B.6.03   EXEMPTIONS FROM REQUIREMENT TO SET OUT NAME AND ACN ON CERTAIN DOCUMENTS (ACT s 155)  
    For section 155 of the Act, the exemptions provided for in Schedule 7 apply in relation to the requirements of subsection 153(2) of the Act.

    CHAPTER 2C - REGISTERS  

    PART 2C.1 - REGISTERS GENERALLY  

    Division 2C.1.1 - Location of register  

    REGULATION 2C.1.01   2C.1.01   FORM OF NOTICE  


    A notice to be lodged under subsection 172(2) of the Act must be in a form approved by ASIC (if a form has been approved).

    Division 2C.1.2 - Right to inspect and get copies of register  

    REGULATION 2C.1.02   2C.1.02   FORM OF REGISTER  


    For subsection 173(3) of the Act, a copy of a register must be provided as a delimited text file:


    (a) produced by a commercially available spreadsheet or database application; and


    (b) copied onto a CD-ROM or a USB portable memory device.

    REGULATION 2C.1.03   2C.1.03   IMPROPER PURPOSES FOR GETTING COPY OF REGISTER  


    For paragraph 173(3A)(b) of the Act, the following purposes are prescribed:


    (a) soliciting a donation from a member of a company;


    (b) soliciting a member of a company by a person who is authorised to assume or use the word stockbroker or sharebroker in accordance with section 923B of the Act;


    (c) gathering information about the personal wealth of a member of a company;


    (d) making an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act;


    (e) making an invitation that, were it an offer to purchase a financial product, would be an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act.

    Note: See subsection 1019D(1) of the Act for a description of unsolicited offers to purchase financial products off-market.

    REGULATION 2C.1.04   2C.1.04   INFORMATION TO BE INCLUDED IN APPLICATION FOR COPY OF REGISTER  


    For paragraph 173(3A)(c) of the Act, the information that must be contained in an application is the name and address of the applicant.

    Note: An application must also state the purpose for accessing a copy of a register - see subsection 173(3A) of the Act.

    Division 2C.1.3 - Use of information on registers by bodies corporate  

    REGULATION 2C.1.05   CONTACT WITH MEMBERS AFTER FAILURE TO PROVIDE COPY OF REGISTER  

    2C.1.05(1)   [Application]  

    This regulation applies if a body corporate mentioned in regulation 12.8.02 has failed to give a person a copy of the part of the register of members of the body who hold member shares:


    (a) within 28 days after the person's request for a copy; or


    (b) if a longer period has been allowed by ASIC - within the longer period.

    2C.1.05(2)   [Purpose and procedure]  

    If the person:


    (a) makes a statutory declaration that the person intends to use information that is contained in that part of the register:


    (i) for the purpose of contacting members of the body, or sending material to members of the body, for a purpose mentioned in subsection 177(1A) of the Act; and

    (ii) in a way that does not contravene that subsection or another law; and


    (b) gives the statutory declaration to the body corporate; and


    (c) pays the reasonable costs of contacting the members, or sending material to the members;

    the body corporate must do everything that is reasonably possible to arrange for the members to be contacted, or for the material to be sent to the members, on the person's behalf by a third party service provider nominated by the body corporate.

    2C.1.05(3)   [Suspicion of improper use]  

    If the body corporate believes on reasonable grounds that the person intends to use information that is contained in that part of the register:


    (a) for a purpose that is not in accordance with subparagraph (2)(a)(i); or


    (b) in a way that is not in accordance with subparagraph (2)(a)(ii);

    the body corporate is not required to arrange for the members to be contacted or for the material to be sent to the members on the person's behalf, and may terminate any existing arrangement.

    2C.1.05(4)   [Obligations of body corporate]  

    The arrangements made by the body corporate must ensure that, to the extent reasonably possible:


    (a) the details, from the register of members, of each member to whom material is to be sent, or with whom contact is to be made, will be provided to the third party service provider within 14 days after the person pays the costs mentioned in subregulation (2); and


    (b) a copy of any material that is to be sent to a member will be provided to the third party service provider within 28 days after the person provides the material to the body corporate; and


    (c) if material is not to be sent to a member - written details of the contact that is to be made with a member must be provided to the third party service provider within 28 days after the person provides the written details to the body corporate; and


    (d) for any material that is to be sent to a member - the material will be sent to the member within 14 days after the body corporate provides the material to the third party service provider; and


    (e) if material is not to be sent to a member - contact will be made with the member within 14 days after the body corporate provides, to the third party service provider, the written details of the contact that is to be made with the member.

    2C.1.05(5)   [Timing and cost of arrangement]  

    An arrangement made under subregulation (2) must:


    (a) allow for contact to be made, or material to be sent, for a period of 6 months after the period mentioned in subregulation (1); and


    (b) require the person to pay the reasonable costs of contacting the members or sending material to the members to be paid on each occasion before the contact is made or the material is sent.

    2C.1.05(6)   [Further application]  

    A reference in subregulation (1) to the register of members of a body corporate who hold member shares includes a reference to:


    (a) the register of members of a body corporate that is a company limited by guarantee; and


    (b) the register of members of a body corporate limited by shares and guarantee, who do not hold shares in the body.

    PART 2C.2 - FORM OF NOTICE  

    CHAPTER 2D - OFFICERS AND EMPLOYEES  

    PART 2D.2 - RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS  

    Division 2D.2.2 - Termination payments  

    REGULATION 2D.2.01   MEANING OF BASE SALARY  

    2D.2.01(1)   ["base salary"]  

    For the definition of base salary in section 9 of the Act, the matters specified in the following table are base salary.


    Item Matter
    1 The components of a short-term employee benefit that:
    (a) are not dependent on the satisfaction of a performance condition; and
    (b) are specified in paragraphs (a), (c) and (d) of column 3 of item 6 in the table in subregulation 2M.3.03(1); and
    (c) are paid during the relevant period
    2 A superannuation contribution that:
    (a) is not dependent on the satisfaction of a performance condition; and
    (b) is paid during the relevant period
    3 A share-based payment that:
    (a) is not dependent on the satisfaction of a performance condition; and
    (b) is specified in column 3 of item 11 in the table in subregulation 2M.3.03(1); and
    (c) is paid during the relevant period
    4 A liability or prospective liability to pay tax in respect of a fringe benefit taxable amount under:
    (a) the Fringe Benefits Tax Assessment Act 1986; or
    (b) the Fringe Benefits Tax Act 1986;
    that relates to the provision of a matter specified in item 1, 2 or 3

    2D.2.01(2)   ["relevant period"]  

    For subregulation (1):


    (a) if a person has held an office in relation to a company:


    (i) throughout a period of more than 12 months; or

    (ii) throughout a number of periods of more than 12 months in total;
    the relevant period for that person is the last 12 months of that period or the last 12 months of the total period; and


    (b) if a person has held an office in relation to a company:


    (i) throughout a period of 12 months or less; or

    (ii) throughout a number of periods of 12 months or less in total;
    the relevant period for that person is that period or the total period.

    REGULATION 2D.2.02   MEANING OF BENEFIT  

    2D.2.02(1)   [Things that are benefits]  

    For paragraph 200AB(1)(e) of the Act, each of the following things is specified:


    (a) any kind of pension, other than a pension paid from a superannuation fund or a superannuation annuity (whether it is paid from an Australian or a foreign fund);


    (b) an amount paid as a voluntary out-of-court settlement in a matter relating to the termination of employment;


    (c) a payment:


    (i) that is made as part of a restrictive covenant, restraint-of-trade clause or non-compete clause (however described); and

    (ii) the value of which, when added to the value of all other payments (if any) already made or payable in connection with the person's retirement from board or managerial offices in the company and related bodies corporate, exceeds the payment limit set by section 200G of the Act.

    Note: Subsection 200AB(1) of the Act provides that a benefit includes specified things. Paragraph 200AB(1)(e) of the Act provides that a benefit includes a thing specified in regulations. Things that are not specified in subsection 200AB(1) of the Act or subregulation (1) may also be benefits for the purposes of the Act.

    2D.2.02(2)   [Things that are not benefits]  

    For subsection 200AB(2) of the Act, each of the following things is specified:


    (a) a deferred bonus, including a benefit attributable to:


    (i) the release of the deferred bonus from a restriction relating to death or incapacity; or

    (ii) the investment of the deferred bonus; or

    (iii) another change to the value of the deferred bonus;


    (b) a payment from a defined benefits superannuation scheme that was in existence when this regulation commenced;


    (c) a genuine superannuation contribution that is paid by an employer or employee on or after the commencement of this regulation;


    (d) genuine accrued benefits that are payable under a law within the meaning of section 200H of the Act;


    (e) a payment made under a requirement imposed by a law of another country;


    (f) a reasonable payment that is made:


    (i) in accordance with a policy of the company or body that applies to all employees; and

    (ii) as a result of a genuine redundancy; and

    (iii) having regard to the length of a person's service in an office or position;


    (g) a payment from a prescribed superannuation fund due to death or incapacity.

    Example for paragraph (d)

    A payment of annual leave, long service leave or sick leave.

    Note: Subsection 200AB(2) of the Act provides that a benefit does not include a thing specified in regulations. Things that are not specified in subregulation (2) may also not be benefits for the purposes of the Act.

    2D.2.02(3)   [Definitions]  

    In this regulation:

    deferred bonus
    includes an amount, or property, that:


    (a) is earned by, accrued by or allocated to a person as remuneration in respect of a period of employment before the person's retirement; and


    (b) is not paid, provided or released to the person at the time at which it is earned, accrued or allocated.

    prescribed superannuation fund
    has the meaning given by section 200B of the Act.

    REGULATION 2D.2.03   WHEN BENEFIT GIVEN IN CONNECTION WITH RETIREMENT FROM AN OFFICE OR A POSITION  

    2D.2.03(1)   [Circumstances in which benefit given]  

    For subsection 200A(1A) of the Act, each of the following circumstances is specified in relation to a benefit:


    (a) circumstances in which the benefit is the automatic vesting of share-based payments for a person on or as a result of retirement from an office or a position;


    (b) circumstances in which the benefit is the accelerated vesting of share-based payments for a person on or as a result of retirement from an office or a position; and


    (c) circumstances in which the benefit is a payment made to a person in lieu of the giving of notice of termination.

    Note: Subsection 200A(1A) of the Act provides that a benefit is given in connection with a person's retirement from an office or aposition if the benefit is given in circumstances specified in regulations.

    2D.2.03(2)   [Exempt benefits]  

    For paragraph 200F(1)(b) of the Act, a benefit requires shareholder approval:


    (a) if it:


    (i) is a deferred bonus under paragraph 2D.2.02(2)(a); and

    (ii) is subject to automatic or accelerated vesting under subregulation (1); and

    (iii) exceeds the payment limit set by section 200G of the Act; and


    (b) if it is not a benefit attributable to the release of a deferred bonus from a restriction due to death or incapacity.

    PART 2D.6 - DISQUALIFICATION FROM MANAGING CORPORATIONS  

    Division 2D.6.1 - Automatic disqualification (Act s 206B)  

    REGULATION 2D.6.01   2D.6.01   PRESCRIBED FOREIGN JURISDICTIONS (ACT s 206B(7))  


    For section 206B of the Act, a foreign country, or part of a foreign country, mentioned in the following table is prescribed.


    Item Country or part of country
    1 New Zealand

    PART 2D.7 - BAN ON HEDGING REMUNERATION OF KEY MANAGEMENT PERSONNEL  

    REGULATION 2D.7.01   HEDGING ARRANGEMENTS (ACT s 206J(3))  

    2D.7.01(1)  
    For subsection 206J(3) of the Act, an arrangement in the following table is to be treated as an arrangement that has the effect of limiting the exposure of a member mentioned in subsection 206J(1) of the Act to the risk mentioned in that subsection.


    Item Arrangement
    1 A put option on incentive remuneration
    2 A short position on shares that forms part of incentive remuneration
    3 An income protection insurance contract in which the insurable risk event affects the financial value of remuneration or equity or an equity-related instrument for the key management personnel

    2D.7.01(2)  
    For subsection 206J(3) of the Act, an arrangement in the following table is not to be treated as an arrangement that has the effect of limiting the exposure of a member mentioned in subsection 206J(1) of the Act to the risk mentioned in that subsection.


    Item Arrangement
    1 An income protection insurance contract in which the insurable risk event is the death, incapacity or illness of any of the key management personnel
    2 A foreign currency risk arrangement

    2D.7.01(3)  
    In this regulation, a short position is a position in relation to shares in a listed entity where the quantity of the shares that a person has is less than the quantity of the shares that the person has an obligation to deliver.

    2D.7.01(4)  
    In subregulation (3), the person has the shares if:


    (a) the person is holding the shares on the person's own behalf; or


    (b) another person is holding the shares on the person's behalf; or


    (c) the person has entered into an agreement to buy the shares but has not received the shares; or


    (d) the person has vested title in the shares in a borrower, or in an entity nominated by the borrower, under a securities lending arrangement.

    2D.7.01(5)  
    In subregulation (3), the shares that the person has an obligation to deliver are the shares that the person:


    (a) has an obligation to deliverunder a sale agreement where the shares have not been delivered; or


    (b) has an obligation to vest title in a lender under a securities lending arrangement; or


    (c) has any other non-contingent legal obligation to deliver.

    CHAPTER 2E - RELATED PARTY TRANSACTIONS  

    REGULATION 2E.1.01   2E.1.01   SMALL AMOUNTS GIVEN TO RELATED ENTITY  


    For subsection 213(1) of the Act, $5 000 is prescribed.

    CHAPTER 2G - MEETINGS  

    PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES  

    Division 6 - Proxies and body corporate representatives  

    REGULATION 2G.2.01   AUTHENTICATION OF APPOINTMENT OF PROXY (ACT s 250A)  

    2G.2.01(1)   [Electronic authentication]  

    For subsection 250A(1) of the Act, an electronic authentication of an appointment of a proxy must include:


    (a) a method of identifying the member; and


    (b) an indication of the member's approval of the information communicated.

    2G.2.01(2)   [Email or internet votes]  

    If a member appoints a proxy by e-mail or Internet-based voting:


    (a) the member must be identified by personal details (for example, the member's name, address and date of birth); and


    (b) the member's approval of the information communicated must be communicated by a form of security protection (for example, the entering of a confidential identification number such as a shareholder registration number or holder identification number).

    CHAPTER 2K - CHARGES  

    PART 2K.2 - REGISTRATION  

    REGULATION 2K.2.01   2K.2.01   LIEN OR CHARGE ON CROP OR WOOL, OR STOCK MORTGAGE, THAT IS A REGISTRABLE SECURITY: PRESCRIBED LAW - SUBSECTION 262(5) OF THE ACT  


    For subsection 262(5) of the Act, each of the following laws is a prescribed law of a State or Territory:

    NEW SOUTH WALES

    Parts II and III of the Liens on Crops and Wool and Stock Mortgages Act 1898

    Parts 2 and 3 (to the extent that Part 3 applies to agricultural goods mortgages) of the Security Interests in Goods Act 2005

    VICTORIA

    Parts VII and VIII of the Instruments Act 1958

    QUEENSLAND

    Part II (being provisions that apply in relation to registration of instruments that are stock mortgages, liens upon crops and liens on wool) and Part IV (other than section 24) of the Bills of Sale and Other Instruments Act 1955

    The Liens on Crops of Sugar Cane Act 1931

    WESTERN AUSTRALIA

    Sections 7 and 8 and Parts IX, X and XI of the Bills of Sale Act 1899

    SOUTH AUSTRALIA

    Liens on Fruit Act, 1923

    Stock Mortgages and Wool Liens Act, 1924

    TASMANIA

    Sections 36 of the Bills of Sale Act 1900

    Stock, Wool and Crop Mortgages Act 1930

    AUSTRALIAN CAPITAL TERRITORY

    Parts IV and V of the Instruments Act 1933.

    REGULATION 2K.2.02   2K.2.02   TIME PERIOD FOR THE PROVISIONAL REGISTRATION OF CHARGES  
    For paragraph 265(5)(b) of the Act, the period in which a certificate to the effect set out in paragraph 265(4)(b) of the Act must be produced to ASIC is 90 days after the notice is lodged.

    REGULATION 2K.2.03   2K.2.03   CHARGE THAT IS A REGISTRABLE SECURITY: SPECIFIED LAW - PARAGRAPHS 273A(4)(b), 273B(3)(b) AND 273C(3)(b) OF THE ACT  
    For paragraphs 273A(4)(b), 273B(3)(b) and 273C(3)(b) of the Act the following law is a specified law of a State or Territory:

    NEW SOUTH WALES

    Security Interests in Goods Act 2005

    CHAPTER 2L - DEBENTURES  

    PART 2L.2 - DUTIES OF BORROWER  

    REGULATION 2L.2.01   REGISTER RELATING TO TRUSTEES FOR DEBENTURE HOLDERS  

    2L.2.01(1)   [Details to be entered in the register]  

    For subsection 283BCA(2) of the Act, ASIC must enter the following details in the register in relation to a trustee for debenture holders:


    (a) the name and address of the trustee;


    (b) either:


    (i) if the trustee has an ACN - the trustee's ACN; or

    (ii) the trustee's ABN;


    (c) the name and address of the borrower who appointed the trustee;


    (d) the name of the trust for which the trustee has been appointed to act;


    (e) the day the trust deed was executed.

    2L.2.01(2)   [ASIC to amend register if notified of change]  

    If ASIC receives a notice from a borrower under subsection 283BC(2) of the Act that the trustee has revoked the trust deed, it must amend the register by removing the details entered on the register in relation to the trustee.

    CHAPTER 2M - FINANCIAL REPORTS AND AUDIT  

    PART 2M.3 - FINANCIAL REPORTING  

    Division 1 - Annual financial reports and directors' reports  

    REGULATION 2M.3.01   DISCLOSURES REQUIRED BY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - ANNUAL FINANCIAL REPORTS (ACT s 295)  

    2M.3.01(1)   [Required disclosures]  

    For paragraph 295(3)(a) of the Act, if paragraph 295(2)(b) of the Act applies to a parent entity, the following disclosures are required in the notes to the financial statements of the consolidated entity:


    (a) current assets of the parent entity;


    (b) total assets of the parent entity;


    (c) current liabilities of the parent entity;


    (d) total liabilities of the parent entity;


    (e) shareholders' equity in the parent entity separately showing issued capital and each reserve;


    (f) profit or loss of the parent entity;


    (g) total comprehensive income of the parent company;


    (h) details of any guarantees entered into by the parent entity in relation to the debts of its subsidiaries;


    (i) details of any contingent liabilities of the parent entity;


    (j) details of any contractual commitments by the parent entity for the acquisition of property, plant or equipment;


    (k) comparative information for the previous period for each of paragraphs (a) to (j).

    2M.3.01(2)   [Calculations]  

    The disclosures in subregulation (1) must be calculated in accordance with accounting standards in force in the financial year to which the disclosure relates.

    2M.3.01(3)   ["parent entity"]  

    In this regulation:

    parent entity
    means a company, registered scheme or disclosing entity that is required by the accounting standards to prepare financial statements in relation to a consolidated entity.

    REGULATION 2M.3.03   PRESCRIBED DETAILS (ACT s 300A)  

    2M.3.03(1)  


    For paragraph 300A(1)(c) of the Act, the details set out in the table relating to a person are prescribed.


    Item Condition (if any) Details
    General
    1 The person's name
    2 Each position held by the person in the financial year
    3 If the person has held a position mentioned in item 2 for less than the whole financial year (a) The date on which the person began holding the position
    (b) The date (if any) on which the person ceased to hold the position
    4 If there has been a change in the chief executive officer or a director of the entity during the period: (a) The name of eachperson involved in the change
    (b) The position involved
    (c) The date on which the change occurred
    (a) starting immediately after the reporting date; and
    (b) ending immediately before the date on which the financial report is authorised for issue
    5 If a person (other than a director or chief executive officer) has retired during the period: (a) The person's name
    (b) The position involved
    (c) The date on which the retirement took effect
    (a) starting immediately after the reporting date; and
    (b) ending immediately before the date on which the financial report is authorised for issue
    Payments and benefits
    6 Note See subregulation (2). The person's short-term employee benefits, divided into at least the following components:
    (a) cash salary, fees and short-term compensated absences;
    (b) short-term cash profit-sharing and other bonuses;
    (c) non-monetary benefits;
    (d) other short-term employee benefits
    7 Note See subregulation (2). The person's post-employment benefits, divided into at least the following components:
    (a) pension and superannuation benefits;
    (b) other post-employment benefits
    8 Note See subregulation (2). The person's long-term employee benefits other than benefits mentioned in items 6 and 7, separately identifying any amount attributable to a long-term incentive plan
    9 Note See subregulation (2). The person's termination benefits
    10 For any position the person started to hold during the financial year Payments (if any) made to the person, before the person started to hold the position, as part of the consideration for the person agreeing to hold the position, including:
    (a) the monetary value of the payment; and
    (b) the date of the payment
    11 Note See subregulation (2). Share-based payments made to the person, divided into at least the following components:
    (a) equity-settled share-based payment transactions, showing separately:
    (i) shares and units; and
    (ii) options and rights;
    (b) cash-settled share-based payment transactions;
    (c) all other forms of share-based payment compensation (including hybrids)
    Compensation
    12 For each grant of a cash bonus, performance-related bonus or share-based payment compensation benefit made to a person, whether part of a specific contract for services or not The terms and conditions of each grant affecting compensation in the reporting period or a future reporting period, including the following:
    (a) the grant date;
    (b) the nature of the compensation granted;
    (c) the service and performance criteria used to determine the amount of compensation;
    (d) if there has been any alteration of the terms or conditions of the grant since the grant date - the date, details and effect of each alteration;
    (e) the percentage of the bonus or grant for the financial year that was paid to the person, or that vested in the person, in the financial year;
    (f) the percentage of the bonus or grant for the financial year that was forfeited by the person (because the person did not meet the service and performance criteria for the bonus or grant) in the financial year;
    (g) the financial years, after the financial year to which the report relates, for which the bonus or grant will be payable if the person meets the service and performance criteria for the bonus or grant;
    (h) estimates of the maximum and minimum possible total value of the bonus or grant (other than option grants) for financial years after the financial year to which the report relates
    13 For each contract for services between a person and the disclosing entity (or any of its subsidiaries) Any further explanation that is necessary in addition to those prescribed in paragraph 300A(1)(ba) of the Act and item 12 to provide an understanding of:
    (a) how the amount of compensation in the current reporting period was determined; and
    (b) how the terms of the contract affect compensation in future periods
    14 If the terms of share-based payment transactions (including options or rights) granted as compensation to key management personnel have been altered or modified by the disclosing entity or any of its subsidiaries during the reporting period (a) The date of the alteration
    (b) The market price of the underlying equity instrument at the date of the alteration
    (c) The terms of the grant of compensation immediately before the alteration, including:
    (i) the number and class of the underlying equity instruments, exercise price; and
    (ii) the time remaining until expiry; and
    (iii) each other condition in the terms that affects the vesting or exercise of an option or other right
    (d) The new terms
    (e) The difference between:
    (i) the total of the fair value of the options or other rights affected by the alteration immediately before the alteration; and
    (ii) the total of the fair value of the options or other rights immediately after the alteration
    15 If options and rights over an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries have been provided as compensation to a person during the reporting period (a) The number of options and the number of rights that:
    Note See subregulation (3). (i) have been granted; and
    (ii) have vested;
    during the reporting period
    (b) The terms and conditions of each grant made during the reporting period, including:
    (i) the fair value per option or right at grant date; and
    (ii) the exercise price per share or unit; and
    (iii) the amount, if any, paid or payable by the recipient; and
    (iv) the expiry date; and
    (v) the date or dates when the options or rights may be exercised; and
    (vi) a summary of the service and performance criteria that must be met before the beneficial interest vests in the person
    16 If an equity instrument that is issued or issuable by the disclosing entity or any of its subsidiaries has been provided as a result of the exercise during the reporting period of options and rights that have been granted as compensation to a person (a) The number of equity instruments
    Note See subregulation (3). (b) If the number of options or rights exercised differs from the number of equity instruments disclosed under paragraph (a) - the number of options or rights exercised
    (c) The amount paid per instrument
    (d) The amount unpaid per instrument
    Remuneration disclosure
    17 For an option or right over equity instruments: The number of each of the following:
    (a) issued or issuable by the disclosingentity or any of its subsidiaries; and (a) options and rights held at the start of the reporting period;
    (b) held, whether directly, indirectly or beneficially, by any of the following: (b) options and rights granted during the reporting period as compensation;
    (i) each key management person; (c) options and rights exercised during the reporting period;
    (ii) a close member of the family of that person; (d) options and rights resulting from any other change during the reporting period;
    (iii) an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence (e) options and rights held at the end of the reporting period;
    (f) options and rights vested at the end of the reporting period;
    (g) options and rights vested and exercisable at the end of the reporting period;
    (h) options and rights vested and unexercisable at the end of the reporting period
    18 For an equity instrument (other than an option or a right): The number of each of the following:
    (a) issued or issuable by the disclosing entity or any of its subsidiaries; and (a) equity instruments held at the start of the reporting period;
    (b) held, whether directly, indirectly or beneficially, by any of the following: (b) equity instruments granted during the reporting period as compensation;
    (i) each key management person; (c) equity instruments received during the reporting period on the exercise of an option or right;
    (ii) a close member of the family of that person; (d) equity instruments resulting from any other change during the reporting period;
    (iii) an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence (e) equity instruments held at the end of the reporting period;
    (f) equity instruments if included in the number disclosed under paragraph (e), held nominally at the end of the reporting period
    19 For a transaction (other than share-based payment compensation) that: (a) The nature of each different type of transaction
    (a) involves an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries; and (b) For each transaction, the terms and conditions of the transaction
    (b) has occurred, during the reporting period, between the disclosing entity or any of its subsidiaries and any of the following:
    (i) a key management person;
    (ii) a close member of the family of that person;
    (iii) an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence;
    if the terms or conditions of the transaction were more favourable than those that it is reasonable to expect the entity would adopt if dealing at arms-length with an unrelated person
    20 For the aggregate of loans made, guaranteed or secured, directly or indirectly, by the disclosing entity and any of its subsidiaries, in the reporting period in relation to: (a) The amount outstanding at the start of the reporting period
    (a) all key management personnel; and (b) The amount of interest paid and payable in the reporting period to the disclosing entity or to any of the entity's subsidiaries
    (b) close members of the family of a member of the key management personnel; and (c) The difference between the amount disclosed under paragraph (b) and the amount of interest that would have been charged on an arms-length basis
    (c) an entity over which any of the persons mentioned in paragraphs (a) and (b) have, directly or indirectly, control, joint control or significant influence (d) Each write-down and each allowance for doubtful receivables recognised by the disclosing entity or by any of the entity's subsidiaries
    (e) The amount outstanding at the end of the reporting period
    (f) The number of key management personnel included in the group aggregate at the end of the reporting period
    (g) A summary of the terms and conditions of the loans
    21 If the aggregate of loans made, guaranteed or secured, directly or indirectly, by the disclosing entity and any of its subsidiaries, in the reporting period in relation to: (a) The amount outstanding at the start of the reporting period
    (a) a particular key management person; and (b) The amount of interest paid and payable in the reporting period to the disclosing entity or to any of the entity's subsidiaries
    (b) close members of the family of the key management person; and (c) The difference between the amount disclosed under paragraph (b) and the amount of interest that would have been charged on an arms-length basis
    (c) an entity over which any of the persons mentioned in paragraphs (a) and (b) has, directly or indirectly, control, joint control or significant influence; (d) Each write-down and each allowance for doubtful receivables recognised by the disclosing entity or by any of the entity's subsidiaries
    is greater than $100 000 (e) The amount outstanding at the end of the reporting period
    (f) The highest amount of the key management person's indebtedness during the reporting period
    (g) A summary of the terms and conditions of the loans
    22 For a transaction during the reporting period between the disclosing entity, or any of its subsidiaries, and a key management person, a close member of the family of that person, or an entity over which the key management person or the family member has, directly or indirectly, control, joint control or significant influence, other than a transaction mentioned in item 19, 20 or 21 or subregulation (3B) (a) Each type of transaction of a different nature
    (b) The terms and conditions of each type of transaction or, if there are different categories of terms and conditions within a type of transaction, the terms and conditions of each category of transaction
    (c) For each type of transaction or, if there are different categories of terms and conditions within a type of transaction, for each category of transaction:
    (i) the names of the persons involved in the transaction; and
    (ii) the aggregate amount recognised
    23 For each aggregate amount disclosed under item 22 (a) The total of amounts recognised as revenue, separately identifying, if applicable, the total amounts recognised as:
    (i) interest revenue; or
    (ii) dividend revenue
    (b) The total of amounts recognised as expense, separately identifying, if applicable, the total amounts recognised as:
    (i) interest expense; or
    (ii) write-downs of receivables and allowances made for doubtful receivables
    (c) Any further disclosures necessary to provide an understanding of the effects of the transactions on the financial statements prepared in accordance with Australian Accounting Standards
    24 For each transaction identified under item 22 (a) The total of all assets, classified into current and non-current assets, and, if applicable, any allowance for doubtful receivables at the end of the reporting period
    (b) The total of all liabilities, classified into current and non-current liabilities

    2M.3.03(2)  
    For items 6, 7, 8, 9 and 11 of the table:


    (a) the information of the kind described in the item for the previous financial year must also be disclosed in the financial year to which the item relates (to give comparative information for the purposes of the item); but


    (b) paragraph (a) does not apply in relation to the first financial year in which paragraph 300A(1)(c) of the Act applies in relation to a person.

    Note: The effect of paragraph (b) is that no comparative information is required in the first period of reporting on a specific individual.

    2M.3.03(3)  


    For items 15 to 19 of the table, a disclosure required by the item must:


    (a) be separated into each class of equity instrument; and


    (b) identify each class of equity instrument by:


    (i) the name of the disclosing entity or the relevant subsidiary that issued the equity instrument; and

    (ii) the class of equity instrument; and

    (iii) if the instrument is an option or right - the class and number of equity instruments for which it may be exercised.

    2M.3.03(3A)  


    For items 20 and 21 of the table in subregulation (1), loans do not include loans involved in transactions that are in substance options, including non-recourse loans.

    2M.3.03(3B)  
    A transaction with, or an amount that is receivable from or payable under a transaction to, a key management person, a close member of the family of that person, or an entity over which the person or the family member has, directly or indirectly, control, joint control or significant influence, is excluded from the requirements of items 22 to 24 if:


    (a) the transaction occurs within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those that it is reasonable to expect the entity would have adopted if dealing at arms-length with an unrelated person; and


    (b) information about the transaction does not have the potential to affect adversely decisions about the allocation of scarce resources made by users of the financial statements, or the discharge of accountability by the key management person; and


    (c) the transaction is trivial or domestic in nature.

    2M.3.03(3C)  
    Items 17 to 24 of the table in subregulation (1) apply in relation to a directors' report for a financial year commencing on or after 1 July 2013.

    2M.3.03(4)  


    For subregulation (1), a company must apply the requirements of relevant accounting standards when disclosing the information mentioned in the subregulation.

    2M.3.03(5)  
    In subregulation (1), an expression that is:


    (a) used in the subregulation; and


    (b) defined in a relevant accounting standard that is applied for the purpose of disclosing information;

    has the meaning given by that accounting standard.

    Division 9 - Reference of financial report to the Financial Reporting Panel  

    PART 2M.4 - AUDITOR  

    REGULATION 2M.4.01A   2M.4.01A   MEMBERSHIP DESIGNATIONS (ACT s 324BE)  


    For paragraph 324BE(1)(b) of the Act, a designation mentioned in an item of the table is prescribed for membership of the professional accounting body mentioned in the item.


    Membership designations
    Item Professional accounting body Designation
    1 Institute of Chartered Accountants in Australia CA; or
    FCA
    2 CPA Australia CPA; or
    FCPA
    3 Institute of Public Accountants FIPA; or
    MIPA

    REGULATION 2M.4.01   2M.4.01   NOTICE OF APPOINTMENT OF AUDITORS  
    The responsible entity of a registered scheme must lodge a notice in the approved form telling ASIC of the appointment by the entity of an auditor of the scheme under section 331AB of the Act within 14 days of the appointment.

    PART 2M.4A - ANNUAL TRANSPARENCY REPORTS FOR AUDITORS  

    REGULATION 2M.4A.01   2M.4A.01   APPLICATION  


    This Part applies in relation to annual transparency reports for:


    (a) the transparency reporting year in which Schedule 1 to the Corporations Legislation Amendment (Audit Enhancement) Act 2012 commences; and


    (b) all later transparency reporting years.

    Note: For the definitions of annual transparency report and transparency reporting year , see section 9 of the Act.

    REGULATION 2M.4A.02   CONTENT OF ANNUAL TRANSPARENCY REPORT (ACT s 332B)  

    2M.4A.02(1)  
    For subsection 332B(1) of the Act, Schedule 7A sets out the information that an annual transparency report published in accordance with subsection 332A(2) of the Act must contain.

    2M.4A.02(2)  
    If the report is published by an audit firm or authorised audit company, see Part 2 of Schedule 7A.

    2M.4A.02(3)  
    If the report is published by an individual auditor, see Part 3 of Schedule 7A.

    PART 2M.6 - MODIFICATION OF THE OPERATION OF CHAPTER 2M OF THE ACT  

    REGULATION 2M.6.01   2M.6.01   MODIFICATIONS (ACT s 343)  
    For section 343 of the Act, the operation of Chapter 2M of the Act is modified in accordance with this Part.

    REGULATION 2M.6.03   2M.6.03   FINANCIAL REPORTING - AUSTRALIAN BANKS AND LIFE OFFICES  
    (Omitted by SLI 2007 No 194, Sch 1[1] (effective 30 June 2007).)

    REGULATION 2M.6.04   2M.6.04   ANNUAL FINANCIAL REPORTS - LISTED COMPANIES  
    (Omitted by SLI 2007 No 193, Sch 1[2] (effective 30 June 2007).)

    REGULATION 2M.6.05   2M.6.05   CONDUCT OF AUDITOR - RELEVANT RELATIONSHIPS  


    The operation of Chapter 2M of the Act in relation to:


    (a) all companies; and


    (b) all registered schemes; and


    (c) all disclosing entities;

    is modified as set out in Schedule 5C.

    CHAPTER 2N - UPDATING ASIC INFORMATION ABOUT COMPANIES AND REGISTERED SCHEMES  

    PART 2N.2 - EXTRACT OF PARTICULARS  

    REGULATION 2N.2.01   PARTICULARS ASIC MAY REQUIRE IN AN EXTRACT OF PARTICULARS (ACT s 346B)  

    Particulars for a company

    2N.2.01(1)  
    For the purposes of section 346B of the Act, the following particulars are prescribed for a company:


    (a) ACN;


    (b) name;


    (c) address of registered office;


    (d) address of principal place of business in this jurisdiction;


    (e) for each director and company secretary:


    (i) the person's name; and

    (ii) the person's usual residential address, or, if the person is entitled to have an alternative address under subsection 205D(2) of the Act, that alternative address; and

    (iii) the person's date and place of birth;


    (f) the date of appointment or cessation of each director, secretary or alternate director;


    (g) for issued shares - the classes into which the shares are divided, and for each class of share issued:


    (i) the number of shares in the class; and

    (ii) the total amount paid up for the class; and

    (iii) the total amount unpaid for the class;


    (h) for a proprietary company - the names and addresses of:


    (i) if the company has 20 or fewer members - all members; or

    (ii) if the company has more than 20 members - the top 20 members in each class;


    (i) for a proprietary company that has a share capital:


    (i) the total number of shares in each class held by each of the members mentioned in paragraph (h); and

    (ii) whether or not the shares are fully paid; and

    (iii) whether or not the shares are beneficially owned;


    (j) for the ultimate holding company - its name and either:


    (i) its ACN or ARBN if registered in this jurisdiction; or

    (ii) the place at which it was incorporated or formed if not registered in this jurisdiction.
    Particulars for a registered scheme

    2N.2.01(2)  
    For the purposes of section 346B of the Act, the following particulars are prescribed for a registered scheme:


    (a) ARSN;


    (b) name;


    (c) name and ACN of the responsible entity;


    (d) if the scheme is a managed investment scheme that is a unit trust:


    (i) issued interests in the scheme; and

    (ii) the classes into which the interests are divided; and

    (iii) for each class of interest issued - the number of interests in the class, the total amount paid up for the class and the total amount unpaid for the class;


    (e) if the scheme is a managed investment scheme that is not a unit trust:


    (i) issued interests in the scheme; and

    (ii) a description of the nature of the interests (for example, interest in a limited partnership, right to participate in a timesharing scheme); and

    (iii) the number of the interests; and

    (iv) the total amount paid for the interests; and

    (v) the total amount unpaid for the interests.
    Additional particulars for an Australian passport fund

    2N.2.01(3)  
    For the purposes of section 346B of the Act, the following particulars are prescribed for a registered scheme that is an Australian passport fund, in addition to the particulars prescribed for the scheme under subregulation (2):


    (a) the APFRN for the fund;


    (b) if the fund has or had a name in a participating economy (including Australia) that is different from its current name in Australia, then for each name that the fund has or had in a participating economy:


    (i) that name; and

    (ii) the name of each participating economy in which the fund has or had that name; and

    (iii) for each such economy - the start date and (if applicable) the end date of each period during which the fund has or had that name in that economy.
    Particulars for a notified foreign passport fund

    2N.2.01(4) 
    For the purposes of section 346B of the Act, the following particulars are prescribed for a notified foreign passport fund:


    (a) the NFPFRN for the fund and any other unique number for the fund allocated to the fund by ASIC;


    (b) the name of the fund;


    (c) the name of the home economy for the fund;


    (d) in relation to the operator of the fund:


    (i) the name and ARBN of the operator; and

    (ii) the name and address of each local agent of the operator; and

    (iii) the address of the operator's registered office or principal place of business in its place of origin;


    (e) if the fund has or had a name in a participating economy (including Australia) that is different from its current name in Australia, then for each name that the fund has or had in a participating economy:


    (i) that name; and

    (ii) the name of each participating economy in which the fund has or had that name; and

    (iii) for each such economy - the start date and (if applicable) the end date of each period during which the fund has or had that name in that economy.
    Definitions

    2N.2.01(5)  
    In this regulation:

    participating economy
    has the same meaning as in Chapter 8A of the Act.

    PART 2N.4 - RETURN OF PARTICULARS  

    REGULATION 2N.4.01   PARTICULARS ASIC MAY REQUIRE IN A RETURN OF PARTICULARS (ACT s 348B)  

    Particulars for a company

    2N.4.01(1)  
    For the purposes of section 348B of the Act, the following particulars are prescribed for a company:


    (a) the personal details of a director, secretary or alternate director mentioned in subsection 205B(3) of the Act;


    (b) the date of appointment or cessation of a director, secretary or alternate director;


    (c) the date of change of name or change of address of a director, secretary or alternate director;


    (d) evidence that a specified person is (or is not) a director, secretary or alternate director;


    (e) completion of a declaration indicating that the company is a special purpose company within the meaning of regulation 3 of the Corporations (Review Fees) Regulations 2003;


    (f) the name of the ultimate holding company;


    (g) the date on which a company became, or ceased to be, the ultimate holding company;


    (h) the previous name, or the new name, of the ultimate holding company;


    (i) the date of issue, cancellation, or transfer of shares;


    (j) the date of any change to amounts paid on shares;


    (k) a statement of whether or not shares for one or more members are beneficially owned;


    (l) the date of any change to beneficial ownership of shares;


    (m) any of the following information from the share structure table for a class of share:


    (i) the share class code;

    (ii) the full title of the class of share;

    (iii) the total number of shares in the class that have been issued;

    (iv) the total amount paid for shares in the class;

    (v) the total amount unpaid for shares in the class;


    (n) the date on which a new member's name was entered in the register of members;


    (o) a statement that the company is:


    (i) a small proprietary company mentioned in subsection 45A(2) of the Act; or

    (ii) a large proprietary company mentioned in subsection 45A(3) of the Act; or

    (iii) a foreign controlled small proprietary company mentioned in paragraph 292(2)(b) of the Act;


    (p) a statement that the company is listed (or not listed) on a financial market, and the name of the financial market (if any);


    (q) a statement of whether the company complies with subsection 348C(2) or (3) of the Act;


    (r) information that the company is required to provide under subsection 142(2), 146(1), 205B(1) or (4), 254X(1) or 319(1) of the Act. Particulars for a registered scheme

    2N.4.01(2)  
    For the purposes of section 348B of the Act, the following particulars are prescribed for a registered scheme:


    (a) the date on which a new member's name was entered in the register of members;


    (b) the new name of the responsible entity of the scheme;


    (c) information that the scheme is required to provide under subsection 319(1) of the Act;


    (d) for each financial year for the scheme specified in the return of particulars - the name of each auditor of a financial report for the scheme for that year;


    (e) the name of the auditor of the compliance plan for the scheme;


    (f) if the scheme is an Australian passport fund - the name of the implementation reviewer for the fund for each review period for the fund specified in the return of particulars. Particulars for a notified foreign passport fund

    2N.4.01(3)  
    For the purposes of section 348B of the Act, the following particulars are prescribed for a notified foreign passport fund:


    (a) the date on which a new member's name was entered in the register of members;


    (b) the new name of the operator of the fund;


    (c) information that the fund is required to provide under subsection 319(1AA) of the Act;


    (d) for each financial year for the fund specified in the return of particulars - the name of each auditor of a report for the fund for that year that is prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;


    (e) the name of the implementation reviewer for the fund for each review period for the fund specified in the return of particulars. Definitions

    2N.4.01(4)  
    In this regulation:

    implementation reviewer
    , for a passport fund, has the same meaning as in the Passport Rules for this jurisdiction.

    review period
    , for a passport fund, has the meaning given by subsection 15(1) of the Passport Rules for this jurisdiction.

    CHAPTER 5 - EXTERNAL ADMINISTRATION  

    PART 5.1 - ARRANGEMENTS AND RECONSTRUCTIONS  

    REGULATION 5.1.01   PRESCRIBED INFORMATION FOR PARAGRAPH 411(3)(b) AND SUBPARAGRAPH 412(1)(a)(ii) OF THE ACT  

    5.1.01(1)   [Contents of explanatory statement]  

    For paragraph 411(3)(b) and subparagraph 412(1)(a)(ii) of the Act, unless ASIC otherwise allows, the explanatory statement must:


    (a) for a proposed arrangement between a Part 5.1 body and its creditors, or a class of its creditors:


    (i) state the matters set out; and

    (ii) have annexed to it the reports and copies of documents mentioned;
    in Part 2 of Schedule 8; and


    (b) for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, other than a proposed arrangement mentioned in paragraph (c):


    (i) state the matters set out; and

    (ii) have annexed to it the reports and copies of documents mentioned;
    in Part 3 of Schedule 8; and


    (c) for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, in relation to the reconstruction of a corporation, or the amalgamation of 2 or more corporations, if:


    (i) the whole or part of the undertaking or of the property of a corporation is to be transferred to a trustee to be held beneficially on behalf of the unit holders of the trust; or

    (ii) the shares in the corporation that are held by members are to be cancelled and control is to pass to a trustee to be held on behalf of a unit holder of the trust;

    state the matters set out and have annexed to it the documents and, if the trustee of that business operates no other business in relation to that trust, the reports mentioned, in Part 4 of Schedule 8.

    5.1.01(2)   [``securities exchange'']  

    For the purposes of Schedule 8, securities exchange means Australian Stock Exchange Limited.

    REGULATION 5.1.02   5.1.02   GIVING NOTICE UNDER SUBSECTION 414(2) OR (9) OF THE ACT 
    A notice under subsection 414(2) or (9) of the Act must be given to a person:


    (a) by personal delivery; or


    (b) by prepaid post to the person's address shown in the books of the transferor company.

    REGULATION 5.1.50   5.1.50   PRESCRIBED KINDS OF CONTRACTS, AGREEMENTS OR ARRANGEMENTS UNDER WHICH RIGHTS ARE NOT SUBJECT TO THE STAY IN SECTION 415D OF THE ACT  
    For the purposes of subparagraph 415D(6)(b)(i) of the Act, each of the kinds of contracts, agreements or arrangements referred to in subregulation 5.3A.50(2) is prescribed.

    PART 5.2 - RECEIVERS, AND OTHER CONTROLLERS, OF CORPORATIONS  

    REGULATION 5.2.01   5.2.01   CONTROLLER'S NOTICE TO OWNER OR LESSOR OF PROPERTY - HOW GIVEN  


    A notice under subsection 419A(3) of the Act must be given to the owner or lessor, as the case may be, by personal delivery or by prepaid post to the owner's or lessor's usual place of residence or business or the place of residence or business last known to the controller.

    REGULATION 5.2.02   5.2.02   CERTIFIED COPIES OF REPORTS  


    A copy of:


    (a) a report that must be lodged; and


    (b) a certificate or other document annexed to that report;

    must be certified in writing to be a true copy by:


    (c) for a copy lodged for paragraph 429(2)(c) of the Act - the controller of property of the corporation; or


    (f) for a copy lodged for subsection 475(7) of the Act - by the liquidator or provisional liquidator of the company.

    REGULATION 5.2.50   5.2.50   PRESCRIBED KINDS OF CONTRACTS, AGREEMENTS OR ARRANGEMENTS UNDER WHICH RIGHTS ARE NOT SUBJECT TO THE STAY IN SECTION 434J OF THE ACT  
    For the purposes of subparagraph 434J(5)(b)(i) of the Act, each of the kinds of contracts, agreements or arrangements referred to in subregulation 5.3A.50(2) is prescribed.

    PART 5.3A - ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT  

    REGULATION 5.3A.01   5.3A.01   ADMINISTRATOR'S NOTICE OF ENDING OF ADMINISTRATION  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[79] (effective 1 September 2017).)

    REGULATION 5.3A.02   5.3A.02   ADMINISTRATOR TO SPECIFY VOIDABLE TRANSACTIONS IN STATEMENT  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[79] (effective 1 September 2017).)

    REGULATION 5.3A.03   5.3A.03   ADMINISTRATOR TO LODGE NOTICE OF APPOINTMENT  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[79] (effective 1 September 2017).)

    REGULATION 5.3A.03A   NOTICE OF FIRST MEETING OF CREDITORS  

    5.3A.03A(1)  
    This regulation is made for paragraph 436E(3)(b) of the Act.

    5.3A.03A(2)  
    The information about a meeting that is to be set out in a notice is at least the following information:


    (a) the name of the company;


    (b) any trading name of the company;


    (c) the ACN of the company;


    (d) the section of the Act or, in the case of a combined notice, the sections of the Act under which the notice is being given;


    (e) the time, date and place for the meeting;


    (f) the purpose for which the meeting is being convened under that section;


    (g) the time and date by which proofs of debt, and proxies for the meeting, are to be submitted;


    (h) the name and contact details of the administrator;


    (i) the date on which the administrator was appointed;


    (j) the section of the Act under which the administrator was appointed.

    REGULATION 5.3A.03AB   5.3A.03AB   NOTICE OF MEETING TO DECIDE THE COMPANY'S FUTURE  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[81] (effective 1 September 2017).)

    REGULATION 5.3A.04   5.3A.04   NOTICE OF CHANGE OF ADMINISTRATOR'S ADDRESS  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[34] (effective 1 March 2017).)

    REGULATION 5.3A.05   5.3A.05   ADMINISTRATOR'S NOTICE TO OWNER OR LESSOR OF PROPERTY - HOW GIVEN  
    A notice under subsection 443B(3) of the Act must be given to the owner or lessor, as the case may be, by personal delivery or by prepaid post to the owner's or lessor's usual place of residence or business or the place of residence or business last known to the administrator.

    REGULATION 5.3A.06   5.3A.06   PROVISIONS INCLUDED IN DEED OF COMPANY ARRANGEMENT  
    For subsection 444A(5) of the Act, the prescribed provisions are those set out in Schedule 8A.

    REGULATION 5.3A.06A   NOTICE OF RESOLUTION TO WIND UP VOLUNTARILY  

    5.3A.06A(1)  
    This regulation is made for paragraph 446A(5)(b) of the Act.

    5.3A.06A(2)  


    The notice must be published by the end of the next business day after a liquidator is appointed to administer the winding up of the company.

    REGULATION 5.3A.06AB   5.3A.06AB   NOTICE OF MEETING OF CREDITORS  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[83] (effective 1 September 2017).)

    REGULATION 5.3A.07   5.3A.07   ADMINISTRATOR BECOMES LIQUIDATOR - ADDITIONAL CASES  
    (Repealed by FRLI No F2016L01926, r 4, Sch 1[35] (effective 1 March 2017).)

    REGULATION 5.3A.07A   NOTICE OF APPOINTMENT OF ADMINISTRATOR  

    5.3A.07A(1)  
    This regulation is made for paragraph 450A(1)(b) of the Act.

    5.3A.07A(2)  
    The information about an appointment that is to be set out in a notice is at least the following information:


    (a) the name of the company;


    (b) any trading name of the company;


    (c) the ACN of the company;


    (d) the section of the Act or, in the case of a combined notice, the sections of the Act under which the notice is being given;


    (e) the name and contact details of the administrator;


    (f) the date on which the administrator was appointed;


    (g) the section of the Act under which the administrator was appointed.

    5.3A.07A(3)  
    The period within which the notice is to be published is 3 business days after an administrator is appointed.

    REGULATION 5.3A.08   5.3A.08   PUBLICATION OF NOTICE OF FAILURE TO EXECUTE INSTRUMENT OF TERMS OF DEED  
    (Repealed by SLI 2007 No 325, Sch 1[2] (effective 31 December 2007).)

    REGULATION 5.3A.09   5.3A.09   PUBLICATION OF NOTICE OF TERMINATION OF DEED BY CREDITORS  
    (Repealed by SLI 2007 No 325, Sch 1[2] (effective 31 December 2007).)

    REGULATION 5.3A.50   PRESCRIBED KINDS OF CONTRACTS, AGREEMENTS OR ARRANGEMENTS UNDER WHICH RIGHTS ARE NOT SUBJECT TO THE STAY IN SECTION 451E OF THE ACT  

    5.3A.50(1)  
    For the purposes of subparagraph 451E(5)(b)(i) of the Act, each of the kinds of contracts, agreements or arrangements referred to in subregulation (2) is prescribed.

    5.3A.50(2)  
    The kinds of contracts, agreements or arrangements are as follows:

    (a)  an agreement (within the meaning of the Convention defined in section 3 of the International Interests in Mobile Equipment (Cape Town Convention) Act 2013);

    (b)  a contract, agreement or arrangement that is a licence, permit or approval issued by:


    (i) the Commonwealth, a State or a Territory; or

    (ii) an authority of the Commonwealth or of a State or a Territory; or

    (iii) a local governing body established by or under a law of a State or Territory;

    (c)  a contract, agreement or arrangement relating to Australia's national security, border protection or defence capability;

    (d)  a contract, agreement or arrangement for the supply of goods or services to a public hospital or a public health service;

    (e)  a contract, agreement or arrangement for the supply of goods or services by or on behalf of a public hospital or a public health service;

    (f)  

    a contract, agreement or arrangement for the supply of essential or critical goods or services to, or the carrying out of essential or critical works for:

    (i) the Commonwealth, a State or a Territory; or

    (ii) an authority of the Commonwealth or of a State or a Territory; or

    (iii) a local governing body established by or under a law of a State or Territory; or

    (iv) the public on behalf of an entity covered by subparagraph (i), (ii) or (iii);

    Note: Examples of these essential or critical goods, services or works include public transport services, public security or safety services, and works affecting essential public infrastructure.

    (g)  a contract, agreement or arrangement that is, or is directly connected with, a derivative;

    (h)  a contract, agreement or arrangement that is, or is directly connected with, a securities financing transaction;

    (i)  a contract, agreement or arrangement for the underwriting of an issue, or sale, of securities, financial products, bonds, promissory notes, or syndicated loans;

    (j)  a contract, agreement or arrangement under which a party is or may be liable to subscribe for, or to procure subscribers for, securities, financial products, bonds, promissory notes, or syndicated loans;

    (k)  a contract, agreement or arrangement that is, or governs, securities, financial products, bonds, promissory notes, or syndicated loans;

    (l)  a contract, agreement or arrangement under which securities are offered, or may be offered, under a rights issue;

    (m)  a contract, agreement or arrangement for the sale of all or part of a business, including by way of the sale of securities or financial products;

    (n)  a contract, agreement or arrangement for the issue of an instrument that:


    (i) is a security, financial product, bond, promissory note, or syndicated loan; and

    (ii) belongs to a class of such instruments, each of which is fungible, and the first of which was issued before 1 July 2018;

    (o)  a contract, agreement or arrangement that is, or is directly connected with, a margin lending facility (within the meaning of Chapter 7 of the Act);

    (p)  a contract, agreement or arrangement that is:


    (i) a covered bond (within the meaning of the Banking Act 1959); or

    (ii) for issuing such a bond; or

    (iii) directly connected with such a bond or the issuing of such a bond;

    (q)  a contract, agreement or arrangement providing for the management of financial investments;

    (r)  a contract, agreement or arrangement that involves a special purpose vehicle, and that provides for securitisation or a public-private partnership;

    (s)  a contract, agreement or arrangement that involves a special purpose vehicle, and that provides for a project finance arrangement under which:


    (i) a financial accommodation is to be repaid or otherwise discharged primarily from the project's cash flow; and

    (ii) all or substantially all of the project's assets, rights and interests are to be held as security for the financial accommodation;

    (t)  a contract, agreement or arrangement for the keeping in escrow of:


    (i) code, or passwords, for computer software; or

    (ii) material directly associated with such code or passwords;

    (u)  a contract, agreement or arrangement for the commercial charter of a ship if:


    (i) the ship is not an Australian ship (within the meaning of the Shipping Registration Act 1981); and

    (ii) the charter is by an Australian national (within the meaning of that Act) for the purposes of exporting goods from Australia, or from an external Territory, to another country;

    (v)  a contract, agreement or arrangement under which the priority of security interests in particular property is changed or can change;

    (w)  a contract, agreement or arrangement that is a flawed asset arrangement;

    (x)  a contract, agreement or arrangement that is, or is directly connected with, a factoring arrangement (within the meaning of the ASIC Corporations (Factoring Arrangements) Instrument 2017/794);

    (y)  a contract, agreement or arrangement that is the operating rules (other than the listing rules) of a financial market;

    Note: The operating rules of a licensed market (within the meaning of Chapter 7 of the Act) are a contract, see subsection 793B(1) of the Act.

    (z)  a contract, agreement or arrangement that is the operating rules of a clearing and settlement facility;

    Note: The operating rules of a licensed CS facility (within the meaning of Chapter 7 of the Act) are a contract, see subsection 822B(1) of the Act.

    (za)  a contract, agreement or arrangement that confers rights on the operator of a financial market, or the operator of a clearing and settlement facility, in relation to the operation of the market or facility;

    (zb)  a contract, agreement or arrangement of which the parties include the Reserve Bank of Australia and the operator of a clearing and settlement facility;

    (zc)  a contract, agreement or arrangement under which participants (within the meaning of Chapter 7 of the Act) in a clearing and settlement facility may settle obligations on behalf of other participants (within the meaning of that Chapter) in the facility;

    (zd)  a legally enforceable arrangement referred to in paragraph 9(1)(b) of the Payment Systems and Netting Act 1998 that supports an approved RTGS system (within the meaning of that Act);

    Note: The arrangement includes the rules that are part of that arrangement.

    (ze)  an approved netting arrangement (within the meaning of the Payment Systems and Netting Act 1998);

    Note: The arrangement includes the rules that are part of that arrangement.

    (zf)  a contract, agreement or arrangement that confers rights on:


    (i) the operator of an approved RTGS system (within the meaning of the Payment Systems and Netting Act 1998); or

    (ii) the coordinator of an approved netting arrangement (within the meaning of that Act);

    in relation to the operation of that system or netting arrangement;

    (zg)  a contract, agreement or arrangement under which the parties to an arrangement covered by paragraph (zd) or (ze) (the main arrangement ) may settle obligations on behalf of other parties to the main arrangement;

    (zh)  a close-out netting contract (within the meaning of the Payment Systems and Netting Act 1998);

    (zi)  a contract, agreement or arrangement under which security is given over financial property (within the meaning of the Payment Systems and Netting Act 1998) in respect of eligible obligations (within the meaning of that Act) of a party to a contract covered by paragraph (zh);

    (zj)  a netting market (within the meaning of the Payment Systems and Netting Act 1998);

    (zk)  a market netting contract (within the meaning of the Payment Systems and Netting Act 1998);

    (zl)  a contract, agreement or arrangement under which security is given, in accordance with a market netting contract covered by paragraph (zk), in respect of obligations of a party to the market netting contract;

    (zm)  a contract, agreement or arrangement that is an outsourcing arrangement for the purposes of Prudential Standard CPS 231 Outsourcing or Prudential Standard SPS 231 Outsourcing;

    Note 1: In 2018, Prudential Standard CPS 231 Outsourcing was set out in the Banking, Insurance and Life Insurance (prudential standard) determination No. 6 of 2016.

    Note 2: In 2018, Prudential Standard SPS 231 Outsourcing was set out in the Superannuation (prudential standard) determination No. 3 of 2012.

    (zn)  a contract, agreement or arrangement entered into or renewed on or after 1 July 2018, but before 1 July 2023, as a result of either of the following:


    (i) the novation of, or the assignment of one or more rights under, a contract, agreement or arrangement entered into before 1 July 2018;

    (ii) a variation of a contract, agreement or arrangement entered into before 1 July 2018;

    (zo)  a contract, agreement or arrangement entered into on or after 1 July 2018, but before 1 July 2023, for the provision of any of the following kinds of work, goods or services for a particular project:


    (i) building work (within the meaning of the Building and Construction Industry (Improving Productivity) Act 2016);

    (ii) work to be carried out anywhere in Australia that, if carried out in New South Wales, would be covered by paragraph 5(1)(d) or (f) of the Building and Construction Industry Security of Payment Act 1999 (NSW) and not be excluded by subsection 5(2) of that Act;

    (iii) goods or services to be provided anywhere in Australia that, if provided in New South Wales, would be related goods and services (within the meaning of the Building and Construction Industry Security of Payment Act 1999 (NSW));

    if the total payments under all contracts, agreements or arrangements for the project for work, goods or services of those kinds is at least $1 billion;

    (zp)  a contract, agreement or arrangement that:


    (i) is entered into to enable the satisfactory completion of a contract, agreement or arrangement covered by paragraph (zo); and

    (ii) is for the provision of a kind of work, goods or services covered by that paragraph.

    (zq)  

    a contract, agreement or arrangement that is for reinsurance or retrocession.

    PART 5.3B - RESTRUCTURING OF A COMPANY  

    Division 1 - Preliminary  

    REGULATION 5.3B.01   5.3B.01   DEFINITIONS  


    In this Part, unless the contrary intention appears:

    accepted
    , in relation to a proposal to make a restructuring plan, has the meaning given by subregulation 5.3B.25(1).

    admissible debt or claim
    , in relation to a company under restructuring or a company's restructuring plan, means a debt or claim that would be admissible to proof against the company under subsection 553(1) of the Act if:


    (a) the company were wound up; and


    (b) the relevant date were:


    (i) if the company is under restructuring - the beginning of the restructuring; and

    (ii) if the company has made a restructuring plan - the beginning of the restructuring that ended when the plan was made;

    but does not include:


    (c) the entitlements of an employee of the company; or


    (d) a debt or claim that would be admissible to proof under subsection 553(1A) of the Act.

    Note: Employee entitlements are defined in subsections 596AA(2) and (3) of the Act and include superannuation contributions payable by the company.

    affected creditor
    means:


    (a) in relation to a proposal to vary or terminate a company's restructuring plan - a creditor of the company who is a party (as creditor) to the plan; or


    (b) in relation to a proposal by a company to make a restructuring plan - a person who would be a party to the restructuring plan if it were made.

    excluded creditor
    , in relation to a company under restructuring, means a creditor of the company who:


    (a) is the restructuring practitioner for the company; or


    (b) was, at the time the restructuring began, a related creditor of the company; or


    (c) was, on becoming an affected creditor, a related entity of the restructuring practitioner.

    make
    , in relation to a restructuring plan, has the meaning given by regulation 5.3B.26.

    proposal period
    , in relation to a company under restructuring, has the meaning given by regulation 5.3B.17.

    propose
    , in relation to a restructuring plan, has the meaning given by regulation 5.3B.14.

    related creditor
    of a company means a person who is a related entity, and a creditor, of the company.

    restructuring proposal statement
    means a statement made by a company under regulation 5.3B.16.

    Division 2 - Restructuring  

    Subdivision A - Restructuring generally  

    REGULATION 5.3B.02   WHEN RESTRUCTURING ENDS  

    5.3B.02(1)  
    For the purposes of paragraph 453A(b) of the Act, the restructuring of a company ends if:

    (a)  the company makes a declaration under subregulation (2); or

    (b)  the company fails to propose a restructuring plan within the proposal period; or

    (c)  the company's proposal to make a restructuring plan lapses under regulation 5.3B.20; or

    (d)  the restructuring practitioner for the company terminates the restructuring under section 453J of the Act; or

    (e)  the Court orders that the restructuring of the company is to end; or

    (f)  an administrator of the company is appointed under section 436A, 436B or 436C of the Act; or

    (g)  a liquidator or provisional liquidator of the company is appointed; or

    (h)  if the company is a general insurer (within the meaning of the Insurance Act 1973) - management of the general insurer vests in a judicial manager of the company appointed by the Federal Court under Part VB of the Insurance Act 1973; or

    (i)  if the company is a life company (within the meaning of the Life Insurance Act 1995) - management of the life company vests in a judicial manager of the life company appointed by the Federal Court under Part 8 of the Life Insurance Act 1995; or

    (j)  the company makes a restructuring plan.

    5.3B.02(2)  
    The directors of a company under restructuring:

    (a)  may make a declaration in writing that the restructuring of the company is to end on a specified day for any reason; and

    (b)  must give a copy of the declaration to:


    (i) the company's restructuring practitioner; and

    (ii) the company's creditors;

    before the day specified in the declaration.

    REGULATION 5.3B.03   ELIGIBILITY CRITERIA FOR RESTRUCTURING  

    5.3B.03(1)  
    For the purposes of paragraph 453C(1)(a) of the Act, the test for eligibility is that the total liabilities of the company on the day the restructuring begins must not exceed $1 million.

    5.3B.03(2)  
    For the purposes of paragraph 453C(1)(b) of the Act, a period of 7 years is prescribed.

    5.3B.03(3)  
    For the purposes of paragraph 453C(1)(c) of the Act, a period of 7 years is prescribed.

    5.3B.03(4)  
    For the purposes of paragraph 453C(2)(b) of the Act, a prescribed circumstance is that:

    (a)  the other company is a related body corporate of the company in relation to which the eligibility criteria are to be met; and

    (b)  the other company is, or has been:


    (i) under restructuring; or

    (ii) the subject of a simplified liquidation process; and

    (c)  if subparagraph (b)(i) applies - the restructuring practitioner for the other company was appointed no more than 20 business days before the day on which the restructuring of the company in relation to which the eligibility criteria are to be met began; and

    (d)  if subparagraph (b)(ii) applies - the other company began to follow the simplified liquidation process no more than 20 business days before the day on which the restructuring of the company in relation to which the eligibility criteria are to be met began. Definitions

    5.3B.03(5)  
    In this regulation:

    liability
    means any liability to pay an admissible debt or claim.

    REGULATION 5.3B.04   TRANSACTIONS OR DEALINGS IN THE ORDINARY COURSE OF BUSINESS  

    5.3B.04(1)  
    For the purposes of subsection 453L(4) of the Act, this regulation prescribes the circumstances in which entering into a transaction or dealing by a company is to not be treated as in the ordinary course of the company's business.

    5.3B.04(2)  
    The circumstances are as follows:

    (a)  the transaction or dealing is for the purposes of satisfying an admissible debt or claim;

    (b)  the transaction or dealing relates to the transfer or sale of the whole or a part of the business;

    (c)  the transaction or dealing relates to the payment of a dividend.

    REGULATION 5.3B.05   CONSENT TO TRANSACTIONS OR DEALINGS OUTSIDE THE ORDINARY COURSE OF BUSINESS  

    5.3B.05(1)  
    This regulation applies if the restructuring practitioner for a company under restructuring consents to a transaction or dealing under paragraph 453L(2)(b) of the Act.

    5.3B.05(2)  
    The consent must be given:

    (a)  in writing; or

    (b)  if the restructuring practitioner is satisfied that the delay caused by giving a written consent would not be in the best interests of the company's creditors as a whole - orally.

    5.3B.05(3)  
    If the consent is given in writing, the written consent must specify any conditions imposed on the consent.

    5.3B.05(4)  
    If the consent is given orally, the restructuring practitioner must, within 2 business days after the day on which the consent is given:

    (a)  make a written record of the consent and any conditions imposed on the consent; and

    (b)  provide a copy of the written record to the company.

    5.3B.05(5)  
    The restructuring practitioner must keep a record of the consent for 5 years after the day on which the consent is given.

    Note: Failure to comply with this subregulation is an offence: see subsection 1311(1) of the Act.

    REGULATION 5.3B.06   5.3B.06   TERMINATION OF RESTRUCTURING  


    For the purposes of paragraph 453J(3)(b) of the Act, the following information is prescribed:

    (a)  the following details about the company:


    (i) the name of the company;

    (ii) any trading name of the company;

    (iii) the ACN of the company;

    (iv) the address of the company's registered office;

    (v) any website maintained by or on behalf of the company;

    (vi) the company's email address (if any);

    (b)  the following details about the restructuring practitioner:


    (i) the restructuring practitioner's name;

    (ii) the address and telephone number of the principal place where the restructuring practitioner practises as a registered liquidator;

    (iii) if the restructuring practitioner practises as a registered liquidator as a member of a firm or under a name or style other than the person's own name - the name of that firm or the name or style under which the person practises;

    (iv) the Registered Liquidator Number for the restructuring practitioner as specified on the Register of Liquidators;

    (c)  the day on which the restructuring of the company began;

    (d)  the day on which the notice is given to the company;

    (e)  the reason for terminating the restructuring of the company;

    (f)  the signature of the restructuring practitioner;

    (g)  any other information that the restructuring practitioner considers appropriate.

    Subdivision B - Restructuring practitioner for company under restructuring  

    REGULATION 5.3B.07   5.3B.07   AUTHORITY  


    This Subdivision is made for the purposes of subsection 453E(2) of the Act.