Commonwealth: Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 (Cth)

Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 No. 8, 2022 Compilation No. 2 Compilation date: 31 December 2024 Includes amendments: Act No. 136, 2024 About this compilation This compilation This is a compilation of the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022 that shows the text of the law as amended and in force on 31 December 2024 (the compilation date). The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law. Uncommenced amendments The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law. Application, saving and transitional provisions for provisions and amendments If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes. Editorial changes For more information about any editorial changes made in this compilation, see the endnotes. Modifications If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents 1 Short title 2 Commencement 3 Schedules Schedule 1—Corporate collective investment vehicles: main amendments Corporations Act 2001 Schedule 2—Corporate collective investment vehicles: other amendments of the Corporations Act 2001 Corporations Act 2001 Schedule 3—Corporate collective investment vehicles: amendments of other Acts Australian Securities and Investments Commission Act 2001 Personal Property Securities Act 2009 Schedule 4—Corporate collective investment vehicles: contingent amendments Corporations Act 2001 Schedule 5—Corporate collective investment vehicles: tax framework Part 1—Main amendments Income Tax Assessment Act 1997 International Tax Agreements Act 1953 Part 2—Consequential amendments A New Tax System (Australian Business Number) Act 1999 Income Tax Assessment Act 1997 Part 3—Amendments consequential on enactment of the Commonwealth Registers Act 2020 Income Tax Assessment Act 1997 Schedule 6—Extension of temporary loss carry back Part 1—Main amendments Income Tax Assessment Act 1997 Taxation Administration Act 1953 Part 2—Contingent amendments Income Tax Assessment Act 1997 Schedule 7—Deductible gift recipients Income Tax Assessment Act 1997 Schedule 8—Minor and technical amendments Spring 2021 Part 1—Amendments commencing day after Royal Assent Australian Prudential Regulation Authority Supervisory Levies Determination 2021 Corporations Act 2001 Foreign Acquisitions and Takeovers Act 1975 Income Tax Rates Act 1986 National Consumer Credit Protection Act 2009 National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 Payment Times Reporting Act 2020 Taxation Administration Act 1953 Part 2—Amendments commencing first day of next quarter Income Tax Assessment Act 1997 Taxation Administration Act 1953 Taxation Administration (Remedial Power – Seasonal Labour Mobility Program) Determination 2020 Part 3—Amendments commencing on 1 July 2022 National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 Part 4—Amendments with contingent commencement Income Tax Assessment Act 1936 Taxation Administration Act 1953 Schedule 9—Retirement income covenant Superannuation Industry (Supervision) Act 1993 Schedule 10—Employee share schemes: removing cessation of employment as a taxing point Income Tax Assessment Act 1997 Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act to provide for corporate collective investment vehicles, to amend the law relating to taxation and superannuation and to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes 1 Short title This Act is the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022. 2 Commencement (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms. Commencement information Column 1 Column 2 Column 3 Provisions Commencement Date/Details 1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table The day this Act receives the Royal Assent. 22 February 2022 2. Schedules 1, 2 and 3 1 July 2022. 1 July 2022 3. Schedule 4 Immediately after the commencement of the provisions covered by table item 2. 1 July 2022 However, Schedule 4 does not commence at all if Schedule 2 to the Corporations Amendment (Meetings and Documents) Act 2022 does not commence before 1 July 2022. 4. Schedule 5, Parts 1 and 2 1 July 2022. 1 July 2022 5. Schedule 5, Part 3 A single day to be fixed by Proclamation. However, if the provisions do not commence before 1 July 2026, they commence on that day. 6. Schedule 6, Part 1 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 7. Schedule 6, Part 2 The later of: 1 April 2022 (a) immediately after the commencement of the provisions covered by table item 6; and (paragraph (a) applies) (b) immediately after the commencement of Division 6 of Part 1 of Schedule 3 to the Treasury Laws Amendment (2021 Measures No. 5) Act 2021. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 8. Schedule 7 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 9. Schedule 8, Part 1 The day after this Act receives the Royal Assent. 23 February 2022 10. Schedule 8, Part 2 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 11. Schedule 8, Part 3 Immediately after the commencement of Part 2 of Schedule 2 to the National Consumer Credit Protection Amendment (Mandatory Credit Reporting and Other Measures) Act 2021. 1 July 2022 12. Schedule 8, Part 4 Immediately after the commencement of item 143 of Schedule 4 to the Treasury Laws Amendment (2020 Measures No. 6) Act 2020. 4 April 2021 13. Schedule 9 The day after this Act receives the Royal Assent. 23 February 2022 14. Schedule 10 The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent. 1 April 2022 Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act. (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act. 3 Schedules Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms. Note: The provisions of a legislative instrument (the principal instrument) amended or inserted by this Act, and any other provisions of the principal instrument, may be amended or repealed by a legislative instrument made under the enabling provision for the principal instrument (see subsection 13(5) of the Legislation Act 2003). Schedule 1—Corporate collective investment vehicles: main amendments Corporations Act 2001 1 Subsection 112(1) (at the end of the table) Add: Corporate collective investment vehicles Limited by shares 2 Subsection 112(1) (note) Omit "Note", substitute "Note 1". 3 At the end of subsection 112(1) Add: Note 2: For corporate collective investment vehicles, see Chapter 8B. 4 Before Chapter 9 Insert: Chapter 8B—Corporate collective investment vehicles Part 8B.1—Preliminary 1221 Objects of this Chapter The objects of this Chapter are: (a) to provide a regulatory framework for corporate collective investment vehicles that is fair, efficient and competitive; and (b) together with Chapter 7, to promote confident and informed decision making by consumers of financial products and services related to shares in corporate collective investment vehicles. Part 8B.2—Registration of CCIVs Division 1—Registering a CCIV Subdivision A—Requirements for registration as a CCIV 1222 Requirements for registration as a CCIV The requirements for registration of a company as a CCIV are as follows: (a) the company is a company limited by shares; (b) the company has a constitution; (c) the sole proposed director of the company is a public company that holds an Australian financial services licence authorising it to operate the business and conduct the affairs of a CCIV; (d) the company will, upon registration, have at least one sub‑fund; (e) each sub‑fund of the company will, upon registration, have at least one member; (f) a notice under subsection 1222A(4) (about whether a CCIV is to be a retail CCIV or a wholesale CCIV) has been lodged with the application; (g) if the company will, on registration, be a retail CCIV—the company has a compliance plan. Note: CCIV is short for corporate collective investment vehicle, which is a type of company that can be registered under this Act: see section 112. Subdivision B—How a CCIV is registered 1222A Applying for registration (1) This section applies in relation to an application for registration made under subsection 117(1) if the type of company that is proposed to be registered under this Act is a CCIV. (2) The application is not required to state the information mentioned in paragraphs 117(2)(d), (e), (f), (ma) and (mb). (3) In addition to the information required by subsection 117(2) as modified by subsection (2) of this section, the application must also state: (a) the name, and the address of the registered office, of the public company that consents in writing to become the director of the CCIV; and (b) the proposed name of each sub‑fund the CCIV is to have when it is registered; and (c) for each such proposed sub‑fund: (i) which of the members identified under paragraph 117(2)(c) are to be members of the sub‑fund; and (ii) which of the shares identified under paragraph 117(2)(k) are to be referable to the sub‑fund. Note: For paragraph (b), see section 1222V. (4) A notice stating whether the CCIV is to be a retail CCIV or a wholesale CCIV must be lodged with the application. (5) A copy of the CCIV's constitution must be lodged with the application. Note: The requirement for a CCIV to have a constitution is set out in section 1223B. (6) If the CCIV is to be a retail CCIV, a copy of the compliance plan signed by all the directors of the proposed corporate director of the CCIV must be lodged with the application. Note: The requirement for a retail CCIV to have a compliance plan is set out in section 1226. (7) Subsection 117(5) applies as if the consents referred to in subsection (3) of this section were referred to in subsection 117(2). 1222B No other way to register a CCIV A body may not be taken under section 5H to be registered under this Act as a CCIV. 1222C Registration of a CCIV If: (a) an application to register a company as a CCIV is lodged under section 117; and (b) the company meets the requirements for registration as a CCIV set out in section 1222; ASIC may take the steps set out in paragraphs 118(1)(a), (b) and (c) for the company. Note 1: The CCIV comes into existence on registration: see section 119. Note 2: ASIC must also register at least one sub‑fund of the CCIV: see paragraph 1222(d) and section 1222R. 1222D Corporate director and members of a CCIV (1) A public company becomes the director of a CCIV on registration if the public company is specified in the application with its consent as the proposed corporate director of the CCIV. (2) A person becomes a member of a CCIV on registration if the person is specified in the application with their consent as a proposed member of the CCIV. Note: The shares taken to be issued to the member are those specified in the application: see subsection 120(2). (3) Subsection 120(1) does not apply in relation to a CCIV. Subdivision C—Names of CCIVs 1222E Special requirements for naming of CCIVs (1) Subsection 148(1) applies to a CCIV as if the reference to subsections (2) and (3) of section 148 were instead a reference to subsection (2) of this section. (2) A CCIV must have the expression "Corporate Collective Investment Vehicle" at the end of its name. 1222F Special requirements for acceptable abbreviations of CCIV names Section 149 has effect as if the following item were added to the table in subsection (1) of that section: 10 Corporate Collective Investment Vehicle CCIV 1222G Carrying on business using "CCIV" in name Section 156 has effect as if paragraph 156(1)(a) included a reference to the words "Corporate Collective Investment Vehicle" (or an abbreviation of those words). 1222H Change of name not allowed while sub‑fund in liquidation No application may be lodged with ASIC under section 157A in relation to a CCIV. Subdivision D—Retail CCIVs and wholesale CCIVs 1222J Meaning of retail CCIV and wholesale CCIV (1) A CCIV is a retail CCIV if: (a) the CCIV satisfies the retail CCIV test in section 1222K; or (b) the CCIV is notified as a retail CCIV (see section 1222L). (2) A CCIV that is not a retail CCIV is a wholesale CCIV. 1222K Retail CCIV test (1) A CCIV satisfies the retail CCIV test in this section if any of the following apply: (a) at least one member of the CCIV is covered by subsection (2) (about protected retail clients); (b) at least one member of the CCIV is covered by subsection (3) (about protected clients under custodial arrangements); (c) at least one member of the CCIV is covered by subsection (4) (about protected members of passport funds). When a person is a protected retail client of a CCIV (2) For the purposes of paragraph (1)(a), a person is covered by this subsection in relation to a CCIV if all of the following apply: (a) the person acquires a security (within the meaning of Chapter 7) issued by the CCIV, by way of: (i) an issue of the security to the person (rather than a transfer of the security to the person); or (ii) a transfer of the security to the person in circumstances described in subsection 1012C(5), (6) or (8) (secondary sales that require a Product Disclosure Statement); (b) the person acquired the security as a retail client for the purposes of Chapter 7; (c) the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV; (d) if the person acquired the security by way of an issue—the issue was not made in a situation, or pursuant to an offer made in a situation, to which section 1012E (about small scale offerings) applies. Note: Section 1012E applies to financial products that are securities in a CCIV: see subsection 1241S(6). When a person is a protected client under a custodial arrangement (3) For the purposes of paragraph (1)(b), a person is covered by this subsection in relation to a CCIV if all of the following apply: (a) an acquisition of a security (within the meaning of Chapter 7) in the CCIV occurs pursuant to an instruction given by the person under a custodial arrangement (within the meaning of section 1012IA); (b) if there were an equivalent direct acquisition (within the meaning of subsection 1012IA(2)) by the person, the person would acquire the security as a retail client for the purposes of Chapter 7; (c) the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV. When a person is a protected passport fund member (4) For the purposes of paragraph (1)(c), a person is covered by this subsection in relation to a CCIV if: (a) a sub‑fund of the CCIV is an Australian passport fund; and (b) the person became a member of the sub‑fund (whether in this jurisdiction or any host economy for the fund): (i) on the expectation that the sub‑fund would become an Australian passport fund; or (ii) after the sub‑fund became an Australian passport fund; and (c) the person: (i) is not, and has not at any time been, the corporate director of the CCIV; and (ii) is not a related party of an entity that is, or has at any time been, the corporate director of the CCIV. Note: See section 1216B for the circumstances in which a person becomes a member of a fund on the expectation that it would become an Australian passport fund. Regulations (5) The regulations may do either or both of the following: (a) prescribe additional circumstances in which a person is covered by subsection (2), (3) or (4) in relation to a CCIV; (b) provide that a particular class of person is not covered by subsection (2), (3) or (4) in relation to a CCIV. 1222L Notifying ASIC of status as a retail CCIV or wholesale CCIV (1) For the purposes of paragraph 1222J(1)(b), a CCIV is notified as a retail CCIV if: (a) the most recent notice lodged with ASIC under this section is a notice that the CCIV is, or wishes to be, a retail CCIV; or (b) both: (i) the notice required by subsection 1222A(4) to be lodged with the application to register the CCIV stated that the CCIV was to be a retail CCIV; and (ii) the CCIV has not lodged a notice with ASIC under this section stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV. (2) Subject to this section, a CCIV may at any time: (a) lodge with ASIC a notice in the prescribed form stating that the CCIV is, or wishes to be, a retail CCIV; or (b) lodge with ASIC a notice in the prescribed form stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV. Note: A CCIV that lodges a notice under paragraph (2)(b) will be a retail CCIV despite the notice if it is not eligible to be a wholesale CCIV because it passes the retail CCIV test: see section 1222J. Lodging a notice under paragraph (2)(b) in this situation is an offence: see subsection (7). When a retail CCIV notice must be lodged (3) A CCIV must lodge a notice under paragraph (2)(a) if, because of the operation of paragraph 1222J(1)(a) (about the retail CCIV test), the CCIV becomes a retail CCIV. (4) A notice required by subsection (3) must be lodged within 2 business days of the CCIV becoming a retail CCIV. (5) An offence based on subsection (3) is an offence of strict liability. (6) In any proceedings against a person for an offence based on subsection (3), it is a defence if at the relevant time the person did not know, and could not reasonably be expected to have known, that the CCIV satisfied the retail CCIV test. Note: A defendant bears an evidential burden in relation to the matter in this subsection: see subsection 13.3(3) of the Criminal Code. When a wholesale CCIV notice must not be lodged (7) A CCIV commits an offence if: (a) the CCIV lodges a notice under paragraph (2)(b); and (b) the CCIV satisfies the retail CCIV test. (8) An offence based on subsection (7) is an offence of strict liability. 1222M Table of provisions that apply only to retail CCIVs The following table sets out the main provisions of this Act that apply only in relation to retail CCIVs. If a provision is not set out in this table, disregard that fact in deciding whether or not the provision applies only to retail CCIVs. Provisions that apply only to retail CCIVs Item Topic Provision(s) 1 A sub‑fund of a retail CCIV may be registered as an Australian passport fund Part 8A.3 2 ASIC may direct a retail CCIV to modify its constitution section 1223C 3 Content requirements for the constitution of a retail CCIV sections 1223G and 1223H 4 Duties owed by a director of a retail CCIV subsection 1224D(2) 5 The corporate director of a retail CCIV must have external directors section 1224G 6 Extended responsibility of corporate director of a retail CCIV for certain acts of agents section 1224M 7 Limitation on right of the corporate director of a retail CCIV to fees and indemnities section 1224N 8 Limitation on right of the corporate director of a retail CCIV to acquire shares in the CCIV section 1224P 9 Duties owed by the officers of the corporate director of a retail CCIV section 1225 10 Duties owed by the employees of the corporate director of a retail CCIV section 1225F 11 Requirement for a retail CCIV to have a compliance plan Division 4 of Part 8B.3 12 Requirement for member approval for certain related party transactions relating to retail CCIVs (application of Chapter 2E) Subdivision A of Division 5 of Part 8B.3 13 Further requirements for redemptions of shares by a retail CCIV sections 1230G to 1230K 14 Requirements for self‑acquisition by retail CCIV subsection 1231J(2) 15 Part 2M.3 (financial reporting) section 1232 Subdivision E—Listing not permitted for certain CCIVs and sub‑funds 1222N Certain CCIVs and sub‑funds must not be listed The following must not be included in the official list of a prescribed financial market operated in this jurisdiction: (a) a wholesale CCIV; (b) a retail CCIV that has more than one sub‑fund; (c) a sub‑fund of a wholesale CCIV; (d) a sub‑fund of a retail CCIV that has more than one sub‑fund. Note 1: This section does not prohibit either or both of the following from being included in the official list of a prescribed financial market operated in this jurisdiction: (a) a sub‑fund of a retail CCIV that has only one sub‑fund; (b) that retail CCIV. Note 2: A retail CCIV will be a listed company if its single sub‑fund is included in such an official list even if the retail CCIV is not so included (see the definition of listed in section 9). Subdivision F—Changing company type not permitted 1222P Part 2B.7 does not apply to a CCIV Part 2B.7 (about changing company type) does not apply to a CCIV. Division 2—Registering a sub‑fund of a CCIV Subdivision A—What is a sub‑fund of a CCIV 1222Q What is a sub‑fund of a CCIV (1) A sub‑fund of a CCIV is all or part of the business of the CCIV that is registered as a sub‑fund under section 1222S. Note: A sub‑fund of a CCIV may be registered as a passport fund: see Part 8A.3. (2) A sub‑fund does not have legal personality. (3) A person is a member of a sub‑fund of a CCIV if the person: (a) is a member of the CCIV; and (b) holds one or more shares that are referable to the sub‑fund. Note: For when a share is referable to a sub‑fund, see section 1230. Subdivision B—How a sub‑fund of a CCIV is registered 1222R Initial sub‑funds to be registered when the CCIV is registered If ASIC registers a CCIV, ASIC must also register one or more sub‑funds of the CCIV. Note: If ASIC deregisters a sub‑fund, and as a result the CCIV has no sub‑funds, ASIC must deregister the CCIV: see section 1239K. 1222S Registration of a sub‑fund Registration of initial sub‑funds (1) ASIC may register a sub‑fund of a CCIV if: (a) ASIC registers the CCIV; and (b) the proposed name of the sub‑fund is specified in the application to register the CCIV. Registration of further sub‑funds (2) ASIC may also register a sub‑fund of a CCIV if an application to register the sub‑fund is lodged under section 1222U. ASIC to give sub‑fund an ARFN (3) If ASIC registers a sub‑fund, ASIC must give the sub‑fund an ARFN. ASIC must keep record of registration (4) ASIC must keep a record of the registration. Subsections 1274(2) and (5) apply to the record as if it were a document lodged with ASIC. 1222T Sub‑fund is established on registration (1) A sub‑fund of a CCIV is established at the beginning of the day on which the sub‑fund is registered. (2) The sub‑fund's name is the name specified in ASIC's record of the registration. 1222U Application to register further sub‑funds (1) To register a sub‑fund of a CCIV, a person may lodge an application with ASIC. Note: A CCIV must have at least one sub‑fund when it is first registered: see section 1222R. (2) The application must state: (a) the name and ACN of the CCIV; and (b) the proposed name of the sub‑fund; and (c) the name and address of each person who consents to become a member of the sub‑fund; and (d) the following: (i) the number and class of shares each member agrees in writing to take up; (ii) the amount (if any) each member agrees in writing to pay for each share; (iii) whether the shares each member agrees in writing to take up will be fully paid on registration; (iv) if that amount is not to be paid in full on registration—the amount (if any) each member agrees in writing to be unpaid on each share; (v) whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration. (3) The application must be in the prescribed form. Subdivision C—Names of sub‑funds 1222V A sub‑fund's name CCIV using ACN (1) If a CCIV has as its name the expression "Australian Company Number" followed by the CCIV's ACN, a sub‑fund of the CCIV may have as its name the expression "Australian Registered Fund Number" followed by the sub‑fund's ARFN. CCIV using available name (2) If a CCIV has as its name an available name, a sub‑fund of the CCIV may have as its name an expression comprising the following 3 elements, in the following order: (a) first element—the CCIV's name (without the words "Corporate Collective Investment Vehicle" at the end of the name); (b) second element—a name that meets the requirements in subsection (3); (c) third element—the expression "Sub‑fund". (3) A name meets the requirements in this subsection unless the name is: (a) identical to a name that is used as the second element of the name of another sub‑fund of the same CCIV; or (b) identical to a name that is reserved by ASIC in respect of another person who is not the person applying to have the name; or (c) unacceptable for registration under the regulations. 1222W Using sub‑fund name and ARFN on documents (1) A CCIV must set out a sub‑fund's name and ARFN on all its public documents and negotiable instruments that relate to the sub‑fund. (2) An offence based on subsection (1) is an offence of strict liability. 1222X Acceptable abbreviations of sub‑fund names (1) The abbreviations set out in the following table may be used: (a) instead of words that this Act requires to be part of a sub‑fund's name or to be included in a document or negotiable instrument; and (b) instead of words that are part of a sub‑fund's name; and (c) with or without full stops. Acceptable abbreviations Item Word Abbreviation 1 Sub‑fund SF 2 Australian Registered Fund Number ARFN 3 Australian Aust 4 Number No 5 and & (2) If a sub‑fund's name includes any of these abbreviations, the word or words corresponding to the abbreviation may be used instead. 1222Y Sub‑fund changing its name (1) To change the name of a sub‑fund of a CCIV, the CCIV may lodge an application to ASIC in the prescribed form stating the proposed name of the sub‑fund. (2) However, no application may be lodged with ASIC under subsection (1) while the sub‑fund is in liquidation. (3) If the proposed name meets the requirements of section 1222V, ASIC must change the sub‑fund's name by altering ASIC's record of the sub‑fund's registration to reflect the change. The change of name takes effect when ASIC alters ASIC's record of the sub‑fund's registration. 1222Z ASIC's power to direct CCIV to change a sub‑fund's name (1) ASIC may direct a CCIV in writing to change the name of a sub‑fund of the CCIV within 2 months if: (a) the name should not have been registered; or (b) ASIC has directed the CCIV to change its name under section 158. (2) The CCIV must comply with the direction within 2 months after being given it. (3) An offence based on subsection (2) is an offence of strict liability. (4) If the CCIV does not comply with subsection (2), ASIC may change the sub‑fund's name to the expression "Australian Registered Fund Number" followed by the sub‑fund's ARFN. ASIC does this by altering ASIC's record of the sub‑fund's registration to reflect the change. Note: For ASIC's record of the registration of a sub‑fund, see subsection 1222S(4). (5) A change of name under subsection (4) takes effect when ASIC alters ASIC's record of the sub‑fund's registration. 1222ZA Effect of name change A change of the name of a sub‑fund of a CCIV does not: (a) create a legal entity; or (b) affect the sub‑fund's existing property, rights or obligations; or (c) render defective any legal proceedings by or against the CCIV and relating to the sub‑fund. Division 3—Registers 1222ZB Registers relating to CCIVs (1) The register of members kept by a CCIV in accordance with section 169 must, in addition to the information mentioned in subsection 169(3), also show the following: (a) the sub‑fund of the CCIV to which each share is referable; (b) if the CCIV holds a share in the CCIV: (i) the sub‑fund of the CCIV to which the share is referable; and (ii) the other sub‑fund of the CCIV for which the share has been acquired; (c) if another CCIV holds a share in the CCIV: (i) the sub‑fund of the CCIV to which the share is referable; and (ii) the sub‑fund of the other CCIV for which the share has been acquired. (2) The register of option holders kept by a CCIV in accordance with section 170 must, as part of the description of an unissued share mentioned in paragraph 170(1)(d), also show the following: (a) the sub‑fund of the CCIV to which the share is referable; (b) if the CCIV holds an option over the share: (i) the sub‑fund of the CCIV to which the share is referable; and (ii) the other sub‑fund of the CCIV for which the option over the share has been acquired; (c) if another CCIV holds an option over the share: (i) the sub‑fund of the CCIV to which the share is referable; and (ii) the sub‑fund of the other CCIV for which the option over the share has been acquired. (3) The register of debenture holders kept by a CCIV in accordance with section 171 must also contain information about the following: (a) the sub‑fund of the CCIV to which each debenture is referable; (b) if the CCIV holds a debenture issued by the CCIV: (i) the sub‑fund of the CCIV to which the debenture is referable; and (ii) the other sub‑fund of the CCIV for which the debenture has been acquired; (c) if another CCIV holds a debenture issued by the CCIV: (i) the sub‑fund of the CCIV to which the debenture is referable; and (ii) the sub‑fund of the other CCIV for which the debenture has been acquired. Part 8B.3—Corporate governance of CCIVs Division 1—Governance rules Subdivision A—How a CCIV exercises company powers 1223 Execution of documents (including deeds) by the CCIV itself (1) A document is taken to have been signed in accordance with subsection 127(1) if the document is signed by: (a) 2 directors of the corporate director of the CCIV; or (b) a director and a company secretary of the corporate director of the CCIV. Note: If a document is signed in this way, a person will be able to rely on the assumptions in subsection 129(5) for dealings in relation to the CCIV. (2) A CCIV's common seal (if any) is taken to have been fixed to a document in accordance with subsection 127(2) if: (a) the CCIV's common seal is fixed to the document; and (b) the fixing of the seal is witnessed by: (i) 2 directors of the corporate director of the CCIV; or (ii) a director and a company secretary of the corporate director of the CCIV. Note: If a CCIV executes a document in this way, a person will be able to rely on the assumptions in subsection 129(6) for dealings in relation to the CCIV. (3) A CCIV may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with subsection 127(1) or (2), as affected by this section. (4) This section does not limit the ways in which a CCIV may execute a document (including a deed). (5) This section does not limit Part 2B.1, as it applies to a CCIV subject to the modifications set out in this Chapter. Note 1: A CCIV may appoint an agent: see section 126. Note 2: Some provisions of this Chapter modify section 124, for example sections 1230 and 1231N. Subdivision B—Constitution 1223A Replaceable rules do not apply to a CCIV (1) A section or subsection whose heading contains the words replaceable rule does not apply as a replaceable rule to a CCIV. (2) Subsection (1) applies despite paragraph 135(1)(a). 1223B Requirement for a CCIV to have a constitution (1) A CCIV must have a constitution. A CCIV may not repeal its constitution unless it replaces the constitution with a new constitution. Minimum content requirements for the constitution (2) The constitution of a CCIV must comply with the requirements applicable to the CCIV under Subdivision C. Strict liability offence (3) A CCIV commits an offence of strict liability if it fails to ensure it has a constitution that complies with the requirements applicable to the CCIV under Subdivision C. 1223C Retail CCIV—ASIC may direct CCIV to modify its constitution (1) ASIC may direct a retail CCIV to modify its constitution, as set out in the direction, to ensure that the CCIV's constitution complies with the content requirements applicable to the CCIV under Subdivision C. The direction is to be given by notice in writing to the CCIV. (2) ASIC may also direct a retail CCIV to modify its constitution, as set out in the direction, to ensure that the CCIV's constitution deals in adequate detail with: (a) the matters required to be included in the constitution under Subdivision C; and (b) the specification (if any) of any rights of the corporate director to be paid fees out of assets of a sub‑fund of the CCIV, as mentioned in section 1224N. (3) Despite section 1223D, the corporate director may modify the constitution to comply with the direction. (4) The CCIV must comply with the direction within 14 days after being given it. (5) The CCIV must lodge with ASIC a copy of the modified constitution within 14 days after the modification. (6) An offence based on subsection (4) or (5) is an offence of strict liability. 1223D Adoption, modification and repeal of constitution (1) A CCIV adopts on registration the constitution lodged with the application to register the CCIV. (2) The constitution of a CCIV may be modified, or repealed and replaced with a new constitution: (a) if the CCIV is a retail CCIV: (i) by special resolution of the members of the CCIV; or (ii) by the corporate director, if the corporate director reasonably considers the change will not adversely affect members' rights; or (iii) by special resolution of the members of a sub‑fund of the CCIV, if the corporate director reasonably considers the change will not adversely affect the rights of any member of any other sub‑fund of the CCIV; or (b) if the CCIV is a wholesale CCIV—by complying with the requirements set out in the constitution for the modification or repeal. (3) If the constitution of a CCIV is modified, or repealed and replaced with a new constitution, the CCIV must lodge with ASIC: (a) a copy of the modification, or the new constitution; and (b) if the corporate director of the CCIV determines a later date mentioned in paragraph (5)(b) or (c) for the modification or replacement to take effect—notice of the later date; within 14 days after the modification or replacement. Note: The constitution may be modified or repealed by Court order: see section 233. (4) An offence based on subsection (3) is an offence of strict liability. (5) If section 137 does not set the date on which the modification or repeal and replacement of a CCIV's constitution takes effect, it takes effect on the latest of the following: (a) the date on which the modification or the new constitution is lodged with ASIC; (b) if the CCIV is a retail CCIV, and the corporate director determines a later date for the modification or replacement to take effect—that later date; (c) if the CCIV is a wholesale CCIV, and a later date is determined in accordance with any requirements in the constitution of the CCIV—that later date. (6) Section 136 does not apply to a CCIV. 1223E Effect of constitution In addition to the effect mentioned in subsection 140(1), a CCIV's constitution also has effect as a contract between the corporate director and each member of the CCIV. Subdivision C—Minimum content requirements for the constitution of a CCIV 1223F Wholesale CCIV—Basic content requirement A wholesale CCIV's constitution must specify the requirements that must be complied with for the CCIV to modify its constitution, or repeal its constitution and replace it with a new one. 1223G Retail CCIV—Basic content requirements A retail CCIV's constitution must do the following: (a) make provision for the establishment of sub‑funds, and classes of shares referable to sub‑funds; (b) make provision for the method by which complaints made by members in relation to the CCIV are to be dealt with; (c) state that the CCIV has the power to borrow or raise money; (d) if there are to be any limits on the CCIV's exercise of the power to borrow or raise money—sets out those limits; (e) if the CCIV is to acquire in respect of any of its sub‑funds, one or more shares that are referable to another of its sub‑funds—make provision for such acquisitions. 1223H Retail CCIV—Additional content requirement for redemption of shares (1) This section applies if all or some of the shares in a retail CCIV are redeemable shares or redeemable preference shares. (2) The CCIV's constitution must make provision for the shares to be redeemed. The provision must: (a) specify a period within which a redemption must ordinarily be satisfied while section 1230H (about when a sub‑fund is liquid) applies to the sub‑fund to which the share is referable; and (b) be fair and reasonable to the members of the sub‑fund to which the share is referable; and (c) set out a price, or a method for determining a price, at which shares in the CCIV are to be redeemed if, at the time of the redemption, section 1230H (about when a sub‑fund is liquid) applies to the sub‑fund to which the shares are referable. Division 2—Officers and employees of the CCIV Subdivision A—Officers and employees generally 1224 A CCIV has a single corporate director A CCIV may only have one director (1) A CCIV must not appoint more than one director. Note: For who can be the director of a CCIV, see sections 1224F and 1224G. Position of director is the position of corporate director (2) The position of director of a CCIV is the position of corporate director. (3) Corporate director of a CCIV means the company named in ASIC's record of the CCIV's registration as the corporate director or temporary corporate director of the CCIV. Note: The corporate director is first appointed through the registration process for the CCIV: see sections 1222A and 1222D. No alternate directors (4) There is no position of alternate director of a CCIV. (5) The corporate director of a CCIV commits an offence if the corporate director appoints an alternate director. Note: For the corporate director's power to appoint an agent, see section 1224L. Definition of director not limited (6) This section does not limit the operation of paragraph (b) of the definition of director in section 9 in relation to a CCIV. 1224A A CCIV has no secretary and no employees (1) A CCIV must not appoint a secretary. Note: The secretary of the corporate director is responsible for certain corporate contraventions by the CCIV: see Division 3 of this Part. (2) A CCIV must not have any employees. Note: However, a CCIV may appoint an agent: see section 126. 1224B Meaning of officer of a CCIV In this Act: officer of a corporation that is a CCIV means: (a) a director of the CCIV; or (b) a receiver, or receiver and manager, of the property of a sub‑fund of the CCIV; or (c) a liquidator of a sub‑fund of the CCIV; or (d) a trustee or other person administering a compromise or arrangement made between the CCIV and someone else. Note: Part 8B.6 is about external administration of sub‑funds. 1224C General duties owed by officers (1) Division 1 of Part 2D.1 (about general duties) applies to a CCIV with the modifications set out in this section. (2) In applying Division 1 of Part 2D.1 (about general duties) in relation to an officer (other than a director) of a CCIV: (a) treat references to the best interests of the corporation as instead being references to the best interests of the sub‑fund referred to in subsection (3); and (b) treat references to causing detriment to the corporation as instead being references to causing detriment to the sub‑fund referred to in subsection (3); and (c) treat references to the business operations of the corporation as instead being references to the business operations of the sub‑fund referred to in subsection (3). (3) The sub‑fund is: (a) for a receiver, or receiver and manager, of the property of a sub‑fund of the CCIV—the sub‑fund; or (b) for a liquidator of a sub‑fund of the CCIV—the sub‑fund; or (c) for a trustee or other person administering a compromise or arrangement made between the CCIV and someone else—the sub‑fund on whose members or creditors the compromise or arrangement is binding. 1224D Duties owed by director Duties owed by a director of any CCIV (1) A director of a CCIV must, in exercising its powers and carrying out its duties: (a) act honestly; and (b) act in the best interests of the members of the CCIV and, if there is a conflict between the interests of those members and its own interests, give priority to the members' interests; and (c) act in the best interests of the members, as a whole, of each sub‑fund of the CCIV and: (i) if there is a conflict between the interests of the members, as a whole, of a sub‑fund and its own interests, give priority to the members' interests; and (ii) if there is a conflict between the interests of the members, as a whole, of a sub‑fund and the best interests of the members of the CCIV, give priority to the interests of the members of the CCIV; and (d) have in place adequate arrangements for the management of conflicts of interest that may arise wholly, or partially, in relation to activities undertaken by the director in exercising those powers and carrying out those duties; and (e) not make use of information acquired through being a director of the CCIV in order to: (i) gain an improper advantage for the director or another person; or (ii) cause detriment to the members of the CCIV. Note: This subsection is a civil penalty provision (see section 1317E). Additional duties owed by a director of a retail CCIV (2) A director of a retail CCIV must, in exercising its powers and carrying out its duties: (a) exercise the degree of care and diligence that a reasonable person would exercise in the director's position; and (b) treat members of the CCIV who hold shares of the same class equally; and (c) treat members of the CCIV who hold shares of different classes fairly; and (d) treat members of different sub‑funds of the CCIV fairly; and (e) ensure that the CCIV's constitution meets the requirements of this Act; and (f) ensure that the CCIV's compliance plan meets the requirements of section 1226A; and (g) comply with the CCIV's compliance plan; and (h) ensure that: (i) assets and liabilities of the sub‑funds of the CCIV are clearly identified; and (ii) any property of the CCIV to which section 1233K (about property that has to be converted) applies is clearly identified; and (iii) any liabilities of the CCIV to which section 1233M (about liabilities allocated to 2 or more sub‑funds) applies is clearly identified; and (i) ensure that assets of a sub‑fund of the CCIV are held in the manner required by section 1234J; and (j) ensure that the assets of a sub‑fund of the CCIV are valued at regular intervals appropriate to the nature of the assets; and (k) ensure that all payments out of the assets of the CCIV are made in accordance with the CCIV's constitution and this Act; and (l) carry out or comply with any other duty, not inconsistent with this Act, that is conferred on the director by the CCIV's constitution. Note: This subsection is a civil penalty provision (see section 1317E). Additional duties owed by a director of a wholesale CCIV (3) A director of a wholesale CCIV must, in exercising its powers and carrying out its duties: (a) exercise the degree of care and diligence that a reasonable person would exercise in the director's position; and (b) treat members of the CCIV who hold shares of the same class equally; and (c) treat members of the CCIV who hold shares of different classes fairly; and (d) treat members of different sub‑funds of the CCIV fairly. (4) A director of a wholesale CCIV contravenes this subsection if: (a) the director contravenes paragraph (3)(a), (b), (c) or (d); and (b) either: (i) the constitution of the CCIV does not exempt the director from liability for the contravention; or (ii) the contravention was dishonest or involved a lack of good faith. Note: This subsection is a civil penalty provision (see section 1317E). Duties under this section prevail in case of conflict (5) If there is a conflict between a duty owed by a director of a CCIV under this section and a duty owed by the director under Part 2D.1, the duty owed under this section prevails. Interaction with other laws etc. (6) Subsection (1) or (2): (a) has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of their office or employment in relation to a corporation; and (b) does not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability referred to in paragraph (a). Interaction with section 199A (7) Section 199A does not prevent a wholesale CCIV from exempting or indemnifying a director of the CCIV from a liability incurred in relation to a contravention of subsection (3) if the contravention: (a) is not dishonest; and (b) does not involve a lack of good faith. To avoid doubt, this subsection does not affect the operation of section 199A in relation to a contravention of a duty owed under Part 2D.1. Interaction with section 199B (8) Section 199B applies to a CCIV as if paragraph 199B(1)(b) included a reference to this section. Note: There are additional modifications of section 199B, relevant to officers and auditors of the corporate director, in section 1225E. 1224E Certain provisions in Chapter 2D do not apply to CCIVs The following do not apply to a CCIV: (a) Part 2D.3 (about appointment, remuneration and cessation of appointment of directors); (b) Part 2D.4 (about appointment of secretaries); (c) Part 2D.5 (about public information about directors and secretaries); (d) Part 2D.6 (about disqualification from managing corporations); (e) Part 2D.7 (about ban on hedging remuneration of key management personnel); (f) Part 2D.8 (about remuneration recommendations in relation to key management personnel for disclosing entities). Subdivision B—The corporate director of a CCIV 1224F Who can be the director of a CCIV The only kind of person who may be appointed as the director of a CCIV is a public company that: (a) holds an Australian financial services licence authorising it to operate the business and conduct the affairs of the CCIV; and (b) is not a Chapter 5 body corporate. 1224G Retail CCIV—additional rules about who can be the director (1) At least half of the directors of the corporate director of a retail CCIV must be external directors. (2) A director of the corporate director is an external director if the director: (a) is not, and has not been in the previous 2 years, an employee of the corporate director or a related body corporate; and (b) is not, and has not been in the previous 2 years, a senior manager of the corporate director or a related body corporate; and (c) is not, and has not been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the corporate director or a related body corporate; and (d) is not a member of a partnership that is, or has been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the corporate director or a related body corporate; and (e) does not have a material interest in the corporate director or a related body corporate; and (f) is not a relative of a person who has a material interest in the corporate director or a related body corporate. (3) The corporate director of a retail CCIV must not fail to comply with subsection (1) for a period exceeding 14 days (or a longer period allowed in writing by ASIC). Fault‑based offence (4) A person commits an offence if the person intentionally or recklessly fails to comply with subsection (3). Strict liability offence (5) A person commits an offence of strict liability if the person fails to comply with subsection (3). (6) In agreeing to a longer period under subsection (3), ASIC may impose conditions to be complied with and the corporate director must comply with them. (7) An offence based on subsection (6) is an offence of strict liability. 1224H Effectiveness of acts by corporate director (1) An act done by the company named in ASIC's record of a CCIV's registration as the corporate director or temporary corporate director of the CCIV is effective even if: (a) the company's appointment as corporate director or temporary corporate director did not comply with the CCIV's constitution or any provision of this Act; or (b) the continuance of the company's appointment as corporate director or temporary corporate director does not comply with the CCIV's constitution or any provision of this Act. (2) Subsection (1) does not deal with the question whether an effective act by a corporate director: (a) binds the CCIV in its dealings with other people; or (b) makes the CCIV liable to another person. Note: The kinds of acts that this section validates are those that are only legally effective if the person doing them is a director (for example, calling a meeting of the company's members). Sections 128 to 130 contain rules about the assumptions people are entitled to make when dealing with a company and its officers. 1224J Corporate director must operate the CCIV (1) The corporate director of a CCIV is to: (a) operate the business and conduct the affairs of the CCIV; and (b) perform the functions conferred on the corporate director by the CCIV's constitution and this Act. Note 1: If a CCIV commits an offence or contravenes a civil penalty provision, the corporate director is generally responsible: see Division 7 of this Part. Note 2: Section 1224Q is about the exercise of powers by the corporate director while a sub‑fund is in liquidation. (2) The corporate director of a CCIV may exercise all the powers of the CCIV except any powers that this Act or the CCIV's constitution requires: (a) the CCIV to exercise in general meeting; or (b) the members of a sub‑fund of the CCIV to exercise in a meeting of members of the sub‑fund. 1224K Corporate director not required to disclose material personal interest Subject to section 1225C (about the directors of the corporate director), section 191 does not require a director of a CCIV to give notice of an interest. Note: Section 1225C is about the obligations of the directors of the corporate director to disclose material personal interests relating to the affairs of the CCIV. 1224L Corporate director may appoint an agent or engage a person Agents appointed by corporate director (1) The corporate director has power to appoint an agent, or otherwise engage a person, to do anything that the corporate director is authorised to do in connection with the CCIV. Note: A CCIV may also have an agent: see section 126. Agents appointed by CCIV and sub‑agents (2) An agent appointed, or a person otherwise engaged, by: (a) an agent or person referred to in subsection (1); or (b) the CCIV; or (c) a person who is taken under this subsection to be an agent of the corporate director; to do anything that the corporate director is authorised to do in connection with the CCIV is taken to be an agent appointed by the corporate director to do that thing for the purposes of this section. Delegation (3) Section 198D does not apply to a CCIV. 1224M Retail CCIV—responsibility of corporate director for certain acts of agents (1) Subsection (2) applies in relation to a retail CCIV for the purpose of determining whether: (a) there is a liability to the CCIV or the CCIV's members; or (b) the corporate director has properly performed its duties for the purposes of section 1224N. Note: A CCIV's constitution may provide for the corporate director to be indemnified for liabilities—see section 1224N. Extended liability for acts of agents (2) If: (a) the corporate director appoints an agent, or otherwise engages a person, under section 1224L; or (b) an agent or person is taken under subsection 1224L(2) (about sub‑agents) to be an agent of the corporate director; the corporate director is taken to have done (or failed to do) anything that the agent or person has done (or failed to do) because of the appointment or engagement, even if the person or agent was acting fraudulently or outside the scope of the authority or engagement. Note: This subsection does not apply to receivers: see section 1236F. 1224N Retail CCIV—limitation on right of corporate director to fees and indemnities If the corporate director of a retail CCIV is to have any rights to be paid fees out of assets of a sub‑fund of the CCIV, or to be indemnified out of assets of a sub‑fund of the CCIV for liabilities or expenses incurred in relation to the performance of its duties, those rights: (a) must be specified in the CCIV's constitution; and (b) must be available only in relation to the proper performance of those duties; and any other agreement or arrangement has no effect to the extent that it purports to confer such a right. Note 1: ASIC may direct the CCIV to modify its constitution to ensure such rights are dealt with in adequate detail: see subsection 1223C(2). Note 2: Sections 199A to 199C may prohibit giving an indemnity for the corporate director of a CCIV. Those sections have extended operation in relation to a CCIV: see section 1225E. 1224P Retail CCIV—limitation on right of corporate director to acquire shares in CCIV (1) The corporate director of a retail CCIV may acquire and hold a share in the CCIV, but the corporate director must only do so: (a) for not less than the consideration that would be payable if the share were acquired by another person; and (b) subject to terms and conditions that would not disadvantage other members. Note: If the corporate director holds a share in the CCIV, the corporate director does so subject to section 253E, as affected by section 1228G (certain members cannot vote or be counted). (2) A corporate director who contravenes subsection (1), and any person who is involved in a corporate director's contravention of that subsection, contravenes this subsection. Note 1: Section 79 defines involved. Note 2: This subsection is a civil penalty provision (see section 1317E). (3) A person must not intentionally be involved in a corporate director's contravention of subsection (1). 1224Q Exercise of powers while sub‑fund is in liquidation Powers of corporate director while sub‑fund in liquidation (1) The corporate director of a CCIV contravenes this subsection if: (a) a sub‑fund of the CCIV is being wound up, or a provisional liquidator of a sub‑fund of the CCIV is acting; and (b) the corporate director purports to do any of the following: (i) carry on the business of the sub‑fund; (ii) enter into a transaction or dealing on behalf of the CCIV affecting the property of the sub‑fund. (2) However, subsection (1) does not apply to the extent that the corporate director is acting: (a) with the written approval of the liquidator of the sub‑fund or the Court; or (b) in circumstances in which, despite the fact that the sub‑fund is being wound up, the corporate director is permitted by this Act to act. (3) Despite subsection 13.3(3) of the Criminal Code, in a prosecution for an offence based on subsection (1) of this section, a defendant does not bear an evidential burden in relation to the matter in paragraph (2)(b). Fault‑based offence (4) A person commits an offence if the person contravenes subsection (1). Strict liability offence (5) A person commits an offence of strict liability if the person contravenes subsection (1). Functions and powers of liquidator prevail in case of conflict (6) If subsection (2) applies and there is a conflict between a function or power of the liquidator of the sub‑fund and a function or power of the corporate director in relation to the CCIV, the liquidator's function or power prevails. Effect of section (7) This section does not remove the corporate director of a CCIV from office. (8) Nothing in this section affects a secured creditor's right to realise or otherwise deal with the security interest. (9) Section 198G does not apply to a CCIV. (10) A provision of this Act that applies despite section 198G also applies despite this section. Definitions (11) In this section: liquidator includes a provisional liquidator. Subdivision C—Replacing the corporate director 1224R Changes only take effect when ASIC alters record of registration Despite anything in this Subdivision, the company named in ASIC's record of registration as the corporate director or temporary corporate director of a CCIV remains the CCIV's corporate director until the record is altered to name another company as the CCIV's corporate director or temporary corporate director. 1224S CCIV does not have an eligible corporate director If a CCIV does not have a corporate director that meets the requirements of section 1224F, an application to the Court for the appointment of a temporary corporate director of the CCIV under section 1224V may be made by any of the following: (a) ASIC; (b) a member, or group of members, of the CCIV. 1224T Retirement of corporate director (1) If the corporate director of a CCIV wants to retire as corporate director, it must call a members' meeting to explain its reason for wanting to retire and to enable the members to vote on a resolution to choose a company to be the new corporate director. The resolution must be a special resolution. (2) The notice of meeting of the CCIV's members must: (a) set out the corporate director's reason for wanting to retire; and (b) nominate as the new corporate director a company (the nominated company) that: (i) meets the requirements of section 1224F; and (ii) has consented in writing to being chosen as the new corporate director of the CCIV. (3) If the members choose the nominated company to be the new corporate director, as soon as practicable and in any event within 2 business days after the day of the meeting, the current corporate director must lodge a notice with A