Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020 (69 of 2020)

Schedule 2   Director identification numbers

Corporations Act 2001

11   Before Part 9.1

Insert:

Part 9.1A - Director identification numbers

1272 Giving and cancelling director identification numbers

(1) The Registrar must, by notifying a person who has applied under section 1272A, give the person a director identification number if the Registrar is satisfied that the person's identity has been established.

(2) The Registrar must make a record of the person's director identification number.

(3) The Registrar may, by notifying a person, cancel the person's director identification number if:

(a) the Registrar is no longer satisfied that the person's identity has been established; or

(b) the Registrar has given the person another director identification number.

(4) If:

(a) at the time the person is given a director identification number under this section, the person is not an eligible officer; and

(b) the person does not, within 12 months after that time, become an eligible officer;

the person's director identification number is taken to have been cancelled at the end of the 12 month period.

1272A Applying for a director identification number

(1) An eligible officer may apply to the Registrar for a director identification number if the officer does not already have a director identification number.

(2) The Registrar may direct an eligible officer to apply to the Registrar for a director identification number (whether or not the officer already has a director identification number).

(3) A person who is not an eligible officer may apply to the Registrar for a director identification number if:

(a) the person intends to become an eligible officer within 12 months after applying; and

(b) the person does not already have a director identification number.

(4) An application for a director identification number must meet any requirements of the data standards.

Note: A person may commit an offence if the person knowingly gives false or misleading information (see section 1308 of this Act and section 137.1 of the Criminal Code).

1272B Eligible officers

(1) An eligible officer is:

(a) a director of a company, or of a body corporate that is a registered Australian body or registered foreign company, who:

(i) is appointed to the position of a director; or

(ii) is appointed to the position of an alternate director and is acting in that capacity;

regardless of the name that is given to that position; or

(b) any other officer of a company, or of a body corporate that is a registered Australian body or registered foreign company, who is an officer of a kind prescribed by the regulations;

but does not include a person covered by a determination under subsection (2) or (3).

(2) The Registrar may determine that a particular person is not an eligible officer . The Registrar must notify the person of the determination.

(3) The Registrar may, by legislative instrument, determine that a class of persons are not eligible officers .

1272C Requirement to have a director identification number

(1) An eligible officer must have a director identification number.

(2) Subsection (1) does not apply if:

(a) the officer applied to the Registrar under section 1272A for a director identification number:

(i) before the day the officer first became an eligible officer (or an eligible officer within the meaning of the Corporations (Aboriginal and Torres Strait Islander) Act 2006); or

(ii) if the regulations specify an application period - within that period, starting at the start of that day; or

(iii) within the longer period (if any) the Registrar allows under section 1272E, starting at the start of that day; and

(b) the application, and any reviews arising out of it, have not been finally determined or otherwise disposed of.

Note: A defendant bears an evidential burden in relation to the matters in subsection (2): see subsection 13.3(3) of the Criminal Code.

(3) Subsection (1) does not apply if the officer became an eligible officer without the officer's knowledge.

Note: A defendant bears an evidential burden in relation to the matter in subsection (3): see subsection 13.3(3) of the Criminal Code.

(4) An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code.

(5) A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.

Note 1: Subsection (5) is a civil penalty provision (see section 1317E).

Note 2: Section 79 defines involved .

1272D Requirement to apply for a director identification number

(1) An eligible officer whom the Registrar has directed under subsection 1272A(2) to apply for a director identification number must apply to the Registrar under section 1272A for a director identification number:

(a) within the application period under subsection (2) of this section; or

(b) within such longer period as the Registrar allows under section 1272E.

(2) The application period is the period of:

(a) the number of days specified in the direction; or

(b) if the number of days is not specified in the direction - 28 days;

after the day the Registrar gives the direction.

(3) An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code.

(4) A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.

Note 1: Subsection (3) is a civil penalty provision (see section 1317E).

Note 2: Section 79 defines involved .

1272E Registrar may extend application periods

(1) The Registrar may, on the application of an eligible officer, allow, as a longer period for applying to the Registrar under section 1272A for a director identification number:

(a) the period specified in the application; or

(b) such other period as the Registrar considers reasonable.

Note: An application for an extension of the period for applying can be made, and the period can be extended, after the period has ended: see section 70.

(2) The Registrar may, by legislative instrument, allow, for persons included in a specified class of persons, a longer period for applying to the Registrar under section 1272A for a director identification number.

1272F Infringement notices

(1) Subsections 1272C(1) and 1272D(1) are subject to an infringement notice under Part 5 of the Regulatory Powers Act.

Note: Part 5 of the Regulatory Powers Act creates a framework for using infringement notices in relation to provisions.

Infringement officer

(2) For the purposes of Part 5 of the Regulatory Powers Act, each member of the staff of the Registrar who holds, or is acting in, an office or position that is equivalent to an SES employee is an infringement officer in relation to subsections 1272C(1) and 1272D(1) of this Act.

Relevant chief executive

(3) For the purposes of Part 5 of the Regulatory Powers Act, the relevant chief executive in relation to subsections 1272C(1) and 1272D(1) of this Act is:

(a) the person specified as the relevant chief executive in the Registrar's instrument of appointment under section 1270; or

(b) if there is no person specified - the Registrar.

Matters to be included in an infringement notice

(4) Subparagraph 104(1)(e)(iii) of the Regulatory Powers Act applies to an infringement notice relating to a contravention of subsection 1272C(1) or 1272D(1) of this Act as if that subparagraph did not require the notice to give details of the place of the contravention.

1272G Applying for additional director identification numbers

(1) A person must not apply for a director identification number if the person knows that the person already has a director identification number.

Note: Failure to comply with this subsection is an offence: see subsection 1311(1).

(2) Subsection (1) does not apply if the Registrar directed the person under subsection 1272A(2) to make the application.

Note: A defendant bears an evidential burden in relation to the matter in subsection (2): see subsection 13.3(3) of the Criminal Code.

(3) Subsection (1) does not apply if the person purports to make the application only in relation to Part 6-7A of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

Note: A defendant bears an evidential burden in relation to the matter in subsection (3): see subsection 13.3(3) of the Criminal Code.

(4) A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.

Note 1: Subsection (4) is a civil penalty provision (see section 1317E).

Note 2: Section 79 defines involved .

1272H Misrepresenting director identification numbers

(1) A person must not intentionally represent to a Commonwealth body, company or registered body, as the director identification number of the person or another person, a number that is not that director identification number.

Note: Failure to comply with this subsection is an offence: see subsection 1311(1).

(2) A person who contravenes, or is involved in a contravention of, subsection (1) contravenes this subsection.

Note 1: Subsection (2) is a civil penalty provision (see section 1317E).

Note 2: Section 79 defines involved .