Commonwealth: Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth)

Corporations (Aboriginal and Torres Strait Islander) Act 2006 No. 124, 2006 Compilation No. 26 Compilation date: 14 October 2024 Includes amendments: Act No. 39, 2024 About this compilation This compilation This is a compilation of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 that shows the text of the law as amended and in force on 14 October 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 Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.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 Chapter 1—Introduction Part 1‑1—Preliminary Division 1—Preliminary 1‑1 Short title 1‑5 Commencement 1‑10 Act binds Crown 1‑15 Geographical application of Act 1‑20 Act applies regardless of residence, place of formation etc. 1‑25 Objects of this Act 1‑30 Office of the Registrar of Aboriginal and Torres Strait Islander Corporations 1‑35 Interpretative provisions Part 1‑2—Overview of Act Division 6—Overview of Act 6‑1 Overview of Act 6‑5 Aboriginal and Torres Strait Islander corporations 6‑10 Basic features of an Aboriginal and Torres Strait Islander corporation 6‑15 Members and observers 6‑20 Meetings 6‑25 Officers 6‑30 Record keeping, reporting requirements and books 6‑35 Civil consequences of contravening civil penalty provisions 6‑40 Lodgments and registers 6‑45 Regulation and enforcement 6‑50 External administration 6‑55 Transfer of registration, deregistration and unclaimed property 6‑60 Offences 6‑65 Courts and proceedings 6‑70 Administration 6‑75 Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations 6‑80 Interpreting this Act Chapter 2—Aboriginal and Torres Strait Islander corporations Part 2‑1—Introduction Division 16—Introduction 16‑1 What this Chapter is about 16‑5 Meaning of Aboriginal and Torres Strait Islander corporation Part 2‑2—Applications for registration of an Aboriginal and Torres Strait Islander corporation Division 21—Application for new registration of an Aboriginal and Torres Strait Islander corporation 21‑1 Application for registration 21‑5 Matters to accompany application 21‑10 Registrar may seek further information Division 22—Application to register existing body corporate under Part 2‑3 22‑1 Application for registration 22‑5 Matters to accompany application 22‑10 Registrar may seek further information Division 23—Application to register amalgamated corporation under Part 2‑3 23‑1 Application for registration 23‑5 Matters to accompany application 23‑10 Registrar may seek further information Part 2‑3—Decisions on applications Division 26—Registrar to decide application 26‑1 Registrar to decide application 26‑5 Registrar may grant application if application is incomplete etc. 26‑10 Registrar may grant application if some basic requirements are not met 26‑15 Registrar not to register trade unions etc. Division 29—What are the basic requirements for registration? 29‑1 Minimum number of members requirement 29‑5 Indigeneity requirement 29‑10 Age of members requirement 29‑15 Pre‑incorporation requirement 29‑17 Pre‑transfer of registration requirement 29‑18 Creditor notice requirement 29‑19 Pre‑amalgamation requirements 29‑20 Internal governance rules requirement 29‑25 Name requirement Division 32—Decisions on applications 32‑1 Successful applications 32‑5 Unsuccessful applications Part 2‑4—Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation Division 37—Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation 37‑1 Registrar to register Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation 37‑5 Registrar may alter registered size of corporation after registration 37‑10 Small, medium and large corporations 37‑15 When an Aboriginal and Torres Strait Islander corporation controls an entity 37‑20 Counting employees 37‑25 Accounting standards Part 2‑5—Effects of registration Division 42—Effects of registration 42‑1 Corporation comes into existence on registration 42‑3 Effect of registration of existing body corporate under Part 2‑3 42‑4 Effect of registration of amalgamated corporation under Part 2‑3 42‑5 Corporation's name 42‑10 Members, directors, corporation secretary and contact person of corporation 42‑15 Registered office 42‑20 Document access address 42‑25 Corporation may have common seal 42‑30 Vesting of property in corporation on registration 42‑35 Body corporate registered as Aboriginal and Torres Strait Islander corporation (liability of members on winding up) 42‑40 Body corporate registered as Aboriginal and Torres Strait Islander corporation (modification by regulations) 42‑45 Registration of amalgamated corporation (liability of members on winding up) 42‑50 Registration of amalgamated corporation (modification by regulations) Part 2‑6—Arrangements and reconstructions Division 45—Application of Corporations Act arrangements and reconstructions provisions 45‑1 Applying Corporations Act arrangements and reconstructions provisions to Aboriginal and Torres Strait Islander corporations Chapter 3—Basic features of an Aboriginal and Torres Strait Islander corporation Part 3‑1—Introduction Division 52—Introduction 52‑1 What this Chapter is about Part 3‑2—Rules dealing with the internal governance of corporations Division 57—Introduction 57‑1 What this Part is about 57‑5 List of internal governance rules Division 60—What are the replaceable rules and when do they apply to a corporation? 60‑1 Replaceable rules 60‑5 Corporation's constitution can modify or replace replaceable rules 60‑10 Effect of constitution and replaceable rules 60‑15 Failure to comply with replaceable rules 60‑20 Modification by regulations Division 63—What are the internal governance rules of a corporation? 63‑1 Meaning of internal governance rules Division 66—What are the internal governance rules requirements? 66‑1 Requirements 66‑5 Meaning of cover the matters provided for in the replaceable rules Division 69—Constitutions and amendment and replacement of constitutions Subdivision 69‑A—Constitution on registration 69‑1 Constitution of an Aboriginal and Torres Strait Islander corporation Subdivision 69‑B—Constitutional changes after registration 69‑5 Overview—ways a constitution may be changed 69‑10 Meaning of constitutional change etc. 69‑15 Extra requirements for constitutional change in constitution 69‑20 Corporation to lodge copy of constitutional changes 69‑25 Special administrator to lodge copy of constitutional changes 69‑30 Registrar to determine if constitutional change should be registered 69‑35 Registrar may change an Aboriginal and Torres Strait Islander corporation's constitution on own initiative 69‑40 Date of effect of constitutional change Division 72—Other matters concerning constitutions etc. 72‑1 Registrar may direct corporation to lodge constitution 72‑5 Corporation must provide governance material to members 72‑10 Constitution may limit powers Part 3‑3—Minimum number of members of Aboriginal and Torres Strait Islander corporations Division 77—Minimum number of members of Aboriginal and Torres Strait Islander corporations 77‑1 What this Part is about 77‑5 Minimum number of members requirement 77‑10 Registrar may exempt if appropriate and reasonable to do so 77‑15 Registrar may determine a different number to number requested 77‑20 Earlier determination taken to be revoked 77‑25 Notice to be given Part 3‑4—Names Division 82—Introduction 82‑1 What this Part is about Division 85—What names may a corporation have? 85‑1 Corporation's name requirements 85‑5 Available names 85‑10 Acceptable abbreviations 85‑15 Using a name and ICN on documents 85‑20 Exception to requirement to have ICN on receipts 85‑25 Regulations may exempt from requirement to set out information on documents Division 88—How is a corporation's name changed? 88‑1 Corporation changing its name 88‑5 Registrar's power to direct corporation to change its name 88‑10 If Aboriginal and Torres Strait Islander corporation becomes a registered native title body corporate 88‑15 If Aboriginal and Torres Strait Islander corporation ceases to be a registered native title body corporate 88‑20 Registrar must issue new certificate if name changes 88‑25 Effect of name change Part 3‑5—Corporation powers and how they are exercised Division 93—Introduction 93‑1 What this Part is about Division 96—What are a corporation's powers? 96‑1 Legal capacity and powers Division 99—How are a corporation's powers exercised? 99‑1 Agent exercising a corporation's power to make contracts etc. 99‑5 Execution of documents (including deeds) by the corporation itself Part 3‑6—Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make Division 104—Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make 104‑1 Entitlement to make assumptions 104‑5 Assumptions that can be made under section 104‑1 104‑10 Information available to the public from Registrar does not constitute constructive notice Part 3‑7—Registered office or document access address Division 109—Introduction 109‑1 What this Part is about Division 112—Registered office 112‑1 General 112‑5 Corporation to have registered office 112‑10 Registrar may change address of registered office to a director's address 112‑15 Corporation's name must be displayed 112‑20 Address of registered office etc. Division 115—Document access address 115‑1 Division applies to Aboriginal and Torres Strait Islander corporations registered as small or medium corporations 115‑5 Corporation to have document access address 115‑10 Registrar may change document access address to a director's address 115‑15 Registrar may direct corporation to change the location of its document access address 115‑20 Address of document access address Part 3‑8—Service on Aboriginal and Torres Strait Islander corporations Division 120—Service on Aboriginal and Torres Strait Islander corporations 120‑1 Service on Aboriginal and Torres Strait Islander corporation Chapter 4—Members and observers Part 4‑1—Introduction Division 130—Introduction 130‑1 What this Chapter is about Part 4‑2—Members Division 135—Introduction 135‑1 What this Part is about Division 138—Who is a member of an Aboriginal and Torres Strait Islander corporation? 138‑1 Meaning of member Division 141—Membership of Aboriginal and Torres Strait Islander corporations Subdivision 141‑A—Introduction 141‑1 Overview Subdivision 141‑B—Ongoing requirements relating to membership that are imposed on an Aboriginal and Torres Strait Islander corporation 141‑5 Minimum number of members requirement 141‑10 Indigeneity requirement 141‑15 Age of members requirement Subdivision 141‑C—A person's eligibility for membership of an Aboriginal and Torres Strait Islander corporation 141‑20 Eligibility for membership 141‑25 Corporation may have other eligibility requirements for membership Division 144—How to become a member of an Aboriginal and Torres Strait Islander corporation 144‑1 How does a person become a member? 144‑5 Application to corporation 144‑10 Determination of applications for membership 144‑15 Fees for membership and being an observer Division 147—Obligations of members 147‑1 Obligation to contribute on winding up 147‑5 Corporation may impose other member obligations 147‑10 Liability of corporation members Division 150—How does a person cease to be a member of an Aboriginal and Torres Strait Islander corporation? Subdivision 150‑A—General 150‑1 Cessation of membership Subdivision 150‑B—Resignation of membership 150‑10 Resignation Subdivision 150‑C—Cancellation of membership 150‑15 General 150‑20 Member of corporation that is not a registered native title body corporate not eligible for membership etc. (replaceable rule—see section 60‑1) 150‑22 Member of registered native title body corporate not eligible for membership etc. 150‑25 Member not contactable 150‑30 Member is not an Aboriginal and Torres Strait Islander person 150‑35 Member misbehaves Division 153—Can there be different classes of members? 153‑1 Different classes of members Part 4‑3—Observers Division 158—Observers 158‑1 What this Part is about 158‑5 Observers Part 4‑4—Protection of members' interests Division 163—Rights and remedies to protect interests of members 163‑1 Rights and remedies Division 166—Oppressive conduct of affairs 166‑1 Grounds for Court order 166‑5 Orders the Court can make 166‑10 Who can apply for an order? 166‑15 Requirement for person to lodge order Division 169—When may a person bring or intervene in proceedings on behalf of an Aboriginal and Torres Strait Islander corporation? 169‑1 Bringing, or intervening in, proceedings on behalf of a corporation 169‑5 Applying for and granting leave 169‑10 Substitution of another person for the person granted leave 169‑15 Effect of ratification by members 169‑20 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 169‑25 General powers of the Court 169‑30 Power of the Court to make costs orders Division 172—What protections apply to variations or cancellations of class rights? 172‑1 Varying and cancelling class rights 172‑5 Certain actions taken to vary rights etc 172‑10 Variation, cancellation or modification without unanimous support of class 172‑15 Variation, cancellation or modification with unanimous support of class Division 175—When may a member inspect a corporation's books? 175‑1 Order for inspection of books of corporation 175‑5 Ancillary orders 175‑10 Disclosure of information acquired in inspection 175‑15 Corporation or directors may allow member to inspect books (replaceable rule—see section 60‑1) Part 4‑5—Registers of members and former members Division 180—Registers of members and former members 180‑1 Aboriginal and Torres Strait Islander corporations to maintain register of members 180‑5 Information on the register of members 180‑10 Aboriginal and Torres Strait Islander corporations to maintain register of former members 180‑15 Information on the register of former members 180‑20 Location and inspection of registers 180‑22 Register of members and register of former members may be maintained in one document 180‑25 Right to inspect and get copies 180‑30 Aboriginal and Torres Strait Islander corporation to make register of members available at AGM 180‑35 Aboriginal and Torres Strait Islander corporation to give Registrar copy of register of members or register of former members 180‑40 Correction of register of members or register of former members 180‑45 Evidentiary value of registers Division 183—Use of information on the register of members or register of former members 183‑1 Use of information on register of members or register of former members Part 4‑6—Exemption from operation of certain provisions of this Chapter Division 187—Exemption from operation of certain provisions of this Chapter 187‑1 What this Part is about 187‑5 Exemption from certain provisions of this Chapter 187‑10 Registrar may make determination even if application is incomplete 187‑15 Registrar's power to make determinations 187‑20 Criteria for determinations Chapter 5—Meetings Part 5‑1—Introduction Division 193—Introduction 193‑1 What this Chapter is about Part 5‑2—General meetings Division 198—Introduction 198‑1 What this Part is about Division 201—What are the rules concerning general meetings? Subdivision 201‑A—Who may call general meetings? 201‑1 Director may call meetings (replaceable rule—see section 60‑1) 201‑5 Request by members for directors to call general meetings 201‑10 When must directors comply with members' request? 201‑15 When must a requested meeting be held? Subdivision 201‑B—How to call general meetings 201‑20 Amount of notice of general meetings 201‑25 Notice of general meeting to members, officers and observers 201‑30 Auditor entitled to notice and other communications 201‑35 Contents of notice of general meeting Subdivision 201‑C—Members' rights to put resolutions etc. to general meeting 201‑40 Members' resolutions 201‑45 Notice of members' resolutions 201‑50 Members' statements to be distributed Subdivision 201‑D—Holding general meetings 201‑55 Purpose 201‑60 Time and place for general meeting 201‑65 Technology 201‑70 Quorum 201‑75 Chairing general meeting (replaceable rule—see section 60‑1) 201‑80 Auditor's right to be heard at general meetings 201‑85 Adjourned meetings Subdivision 201‑E—Proxies 201‑90 Who may appoint a proxy (replaceable rule—see section 60‑1) 201‑95 Rights of proxies 201‑100 Appointing a proxy 201‑105 Proxy documents 201‑110 Body corporate representative Subdivision 201‑F—Voting at general meetings 201‑115 How many votes a member has (replaceable rule—see section 60‑1) 201‑120 Objections to right to vote (replaceable rule—see section 60‑1) 201‑125 How voting is carried out (replaceable rule—see section 60‑1) 201‑130 Matters on which a poll may be demanded 201‑135 When a poll is effectively demanded 201‑140 When and how polls must be taken (replaceable rule—see section 60‑1) Subdivision 201‑G—First general meeting and annual general meetings 201‑145 Corporation must hold first general meeting within 3 months of registration 201‑150 Corporation must hold AGM 201‑155 Extension of time for holding AGM 201‑160 Business of AGM 201‑165 Questions and comments by members on corporation management at AGM 201‑170 Questions by members of auditors at AGM Division 204—Resolutions without a general meeting 204‑1 Circulating resolutions 204‑5 Resolutions of 1 member corporations Part 5‑3—Directors' meetings Division 209—Introduction 209‑1 What this Part is about Division 212—What are the rules concerning directors' meetings? 212‑1 Constitution to provide for meetings 212‑5 Calling directors' meetings (replaceable rule—see section 60‑1) 212‑10 Use of technology 212‑15 Chairing directors' meetings (replaceable rule—see section 60‑1) 212‑20 Quorum at directors' meetings 212‑25 Passing of directors' resolutions (replaceable rule—see section 60‑1) Division 215—Resolutions and declarations without meetings 215‑1 Circulating resolutions of corporation with more than 1 director (replaceable rule—see section 60‑1) 215‑5 Resolutions and declarations of 1 director corporation Part 5‑4—Minutes of meetings Division 220—Minutes of meetings 220‑1 What this Part is about 220‑5 Minutes 220‑10 Members' access to minutes Part 5‑5—Exemption from operation of this Chapter Division 225—Exemption from operation of this Chapter 225‑1 What this Part is about 225‑5 Exemption from the provisions of this Chapter 225‑10 Registrar may make determination even if application is incomplete 225‑15 Registrar's power to make determinations 225‑20 Criteria for determinations Chapter 6—Officers Part 6‑1—Introduction Division 235—Introduction 235‑1 What this Chapter is about Part 6‑2—Appointment, remuneration and cessation of appointment of directors Division 240—Introduction 240‑1 What this Part is about Division 243—Number of directors 243‑1 Minimum number of directors 243‑5 Maximum number of directors Division 246—Appointment of directors 246‑1 Eligibility for appointment as a director 246‑5 Majority of director requirements 246‑10 Consent to act as director 246‑15 Corporation may appoint a director (replaceable rule—see section 60‑1) 246‑20 Directors may appoint other directors to make up a quorum (replaceable rule—see section 60‑1) 246‑25 Term of appointment 246‑30 Alternate directors (replaceable rule—see section 60‑1) 246‑35 Effectiveness of acts by directors Division 249—Resignation, retirement or removal of directors 249‑1 How does a person cease to be a director? 249‑5 Director may resign 249‑10 Removal by members 249‑15 Removal by other directors Division 252—Remuneration of directors 252‑1 Remuneration 252‑5 Members may obtain information about directors' remuneration Part 6‑3—Appointment of secretaries and contact persons Division 257—Appointment of secretaries and contact persons 257‑1 What this Part is about 257‑5 Requirement to have a secretary or contact person 257‑10 Who may be a secretary or contact person 257‑15 Consent to act as secretary or contact person 257‑20 How a secretary or contact person is appointed 257‑25 Director to be contact person in certain circumstances 257‑30 Contact person must pass on communications received 257‑35 Secretary must pass on communications received 257‑40 Effectiveness of acts by secretaries 257‑45 Terms and conditions of office for secretaries (replaceable rule—see section 60‑1) 257‑50 Terms and conditions of contact person's appointment (replaceable rule—see section 60‑1) Part 6‑4—Duties and powers of directors and other officers and employees Division 262—Introduction 262‑1 What this Part is about Division 265—General duties 265‑1 Care and diligence—civil obligation only 265‑5 Good faith—civil obligations 265‑10 Use of position—civil obligations 265‑15 Use of information—civil obligations 265‑20 Acts done to comply with Native Title legislation obligations 265‑25 Good faith, use of position and use of information—criminal offences 265‑30 Interaction of sections 265‑1 to 265‑25 with other laws etc. 265‑35 Directors of wholly‑owned subsidiaries 265‑40 Responsibility of secretaries for certain contraventions 265‑45 Meaning of reasonable reliance on information or advice provided by others 265‑50 Responsibility for actions of delegate Division 268—Duties in relation to disclosure of, and voting on matters involving, material personal interests 268‑1 Material personal interest—director's duty to disclose 268‑5 Interest as common law holder of native title 268‑10 Director may give other directors standing notice about an interest 268‑15 Interaction of sections 268‑1 and 268‑10 with other laws etc. 268‑20 Restrictions on voting 268‑25 Registrar's power to make declarations and class orders Division 271—Duty to discharge certain trust liabilities 271‑1 Directors liable for debts and other obligations incurred by corporation as trustee Division 274—Powers of directors 274‑1 Powers of directors (replaceable rule—see section 60‑1) 274‑5 Negotiable instruments (replaceable rule—see section 60‑1) 274‑10 Delegation 274‑15 Right of access to corporation books Part 6‑5—Disqualification from managing corporations Division 279—Disqualification from managing corporations 279‑1 Disqualified person not to manage corporations 279‑5 Automatic disqualification 279‑10 Extension of period of automatic disqualification 279‑15 Court power of disqualification—contravention of civil penalty provision 279‑20 Court power of disqualification—insolvency and non‑payment of debts 279‑25 Court power of disqualification—repeated contraventions of Act 279‑30 Registrar's power of disqualification 279‑35 Court power to grant leave Part 6‑6—Member approval needed for related party benefit Division 284—Need for member approval 284‑1 Need for member approval for financial benefit 284‑5 Consequences of breach 284‑10 Exemptions Division 287—Exceptions to the requirement for member approval 287‑1 Remuneration and reimbursement for officer or employee 287‑5 Benefit to or by closely‑held subsidiary 287‑10 Benefits to members that do not discriminate unfairly 287‑12 Benefits given to comply with Native Title legislation obligations 287‑15 Court order Division 290—Procedure for obtaining member approval 290‑1 Resolution may specify matters by class or kind 290‑5 Corporation must lodge material that will be put to members with the Registrar 290‑10 Requirements for explanatory statement to members 290‑15 Registrar may comment on proposed resolution 290‑20 Requirements for notice of meeting 290‑25 Other material put to members 290‑30 Proposed resolution cannot be varied 290‑35 Voting by or on behalf of related party interested in proposed resolution 290‑40 Voting on the resolution 290‑45 Notice of resolution to be lodged 290‑50 Declaration by court of substantial compliance Division 293—Related parties and financial benefits 293‑1 Related parties 293‑5 Giving a financial benefit Division 296—Interaction with other rules 296‑1 General duties still apply Part 6‑7—Public information about directors, secretaries and contact persons Division 301—Introduction 301‑1 What this Part is about Division 304—Information to be provided 304‑1 Director, alternate director, secretary or contact person may notify the Registrar of resignation or retirement 304‑5 Notice of name and address of directors and secretaries to the Registrar 304‑10 Director, alternate director, secretary and contact person must give information to corporation 304‑15 Address for officers Division 307—Registrar may ask for information 307‑1 Registrar's power to ask for information about person's position as director, secretary or contact person Part 6‑7A—Director identification numbers 308‑1 What this Part is about 308‑5 Giving and cancelling director identification numbers 308‑10 Applying for a director identification number 308‑15 Eligible officers 308‑20 Requirement to have a director identification number 308‑25 Requirement to apply for a director identification number 308‑30 Commonwealth Registrar may extend application periods 308‑35 Infringement notices 308‑40 Applying for additional director identification numbers 308‑45 Misrepresenting director identification numbers Part 6‑8—Exemption from operation of certain provisions of this Chapter 310‑1 What this Part is about 310‑5 Exemption from certain provisions of this Chapter 310‑10 Registrar may make determination even if application is incomplete 310‑15 Registrar's power to make determinations 310‑20 Criteria for determinations Chapter 7—Record keeping, reporting requirements and books Part 7‑1—Introduction Division 317—Introduction 317‑1 What this Chapter is about Part 7‑2—Record keeping requirements Division 322—Record keeping requirements 322‑1 What this Part is about 322‑5 Obligation to keep copy of constitution and records about officers, contact person, etc. 322‑10 Obligation to keep financial records 322‑15 Physical format 322‑20 Place where records are kept 322‑25 Director access Part 7‑3—Reporting requirements Division 327—Overview of reporting obligations 327‑1 Reports that an Aboriginal and Torres Strait Islander corporation must prepare and lodge Division 330—General report for each financial year 330‑1 Aboriginal and Torres Strait Islander corporation must prepare a general report each financial year 330‑5 Contents of general report 330‑10 General report to be lodged with Registrar Division 333—Financial and other reports required by the regulations 333‑1 What this Division is about 333‑5 Regulations may require financial reports, directors' reports and other reports to be prepared 333‑10 Contents of reports 333‑15 Other requirements in relation to report 333‑20 Aboriginal and Torres Strait Islander corporation to obtain audit report if audit required Division 336—Registrar may increase reporting requirements 336‑1 Registrar may require additional report, or otherwise increase reporting requirements, for particular corporation 336‑5 Registrar may require additional reports, or otherwise increase reporting requirements, for class of corporation Division 339—Audit of financial reports Subdivision 339‑A—Introduction 339‑1 What this Division is about 339‑5 Application of Division 339‑10 When financial report required to comply with accounting standards 339‑15 When audit required to be conducted in accordance with auditing standards 339‑20 Lead and review auditors 339‑25 Professional members of the audit team Subdivision 339‑B—Conduct of the audit 339‑30 Auditor to form opinion 339‑35 Auditor obligations in relation to auditing standards 339‑40 Auditor's report 339‑45 Other requirements in relation to auditor's report 339‑50 Auditor's independence declaration 339‑55 Audit working papers to be retained for 7 years Subdivision 339‑C—Qualification, experience and registration 339‑60 Qualification and experience: individual auditor 339‑65 Qualification and experience: audit firm 339‑70 Registration requirements for appointment of company as auditor Subdivision 339‑D—Auditor independence 339‑75 Independence of auditors: application of Corporations Act auditor independence provisions 339‑80 Independence of auditors: alternative independence requirements Subdivision 339‑E—Auditor's powers and duties 339‑85 Auditor's power to obtain information 339‑90 Reporting to the Registrar 339‑95 Assisting auditor Subdivision 339‑F—Appointment and removal of auditors 339‑100 Appointment and removal of auditors Division 342—Financial reporting to members 342‑1 What this Division is about 342‑5 Annual financial reporting to members 342‑10 Deadline for giving member copy of report Division 345—Consolidated financial report 345‑1 Directors and officers of controlled entity to give information 345‑5 Auditor's power to obtain information from controlled entity 345‑10 Controlled entity to assist auditor 345‑15 Application of sections 345‑1 to 345‑10 to entity that has ceased to be controlled Division 348—Lodging reports 348‑1 Lodging annual reports with the Registrar 348‑5 Relodgment if report amended after lodgment Part 7‑4—Registrar may exempt from record keeping and reporting requirements Division 353—Registrar may exempt from record keeping and reporting requirements 353‑1 What this Part is about 353‑3 Exemption from the provisions of this Chapter 353‑5 Registrar may make determination even if application is incomplete 353‑10 Registrar's power to make determinations Part 7‑5—Criteria for determining level of reporting requirements Division 358—Criteria for determining level of reporting requirements 358‑1 What this Part is about 358‑5 Criteria for determinations about level of reporting requirements 358‑10 Reporting obligations Part 7‑6—Sanctions for contraventions of record keeping and reporting requirements Division 363—Sanctions for contraventions of record keeping and reporting requirements 363‑1 Sanctions Part 7‑7—Modifications of record keeping and reporting requirements by regulations Division 368—Modifications of record keeping and reporting requirements by regulations 368‑1 Modification by regulations Part 7‑8—Books Division 373—Introduction 373‑1 What this Part is about Division 376—When and where may books be inspected? 376‑1 Inspection of books 376‑5 Translations of instruments and books 376‑10 Court may compel compliance 376‑15 Admissibility of books in evidence 376‑20 Form of books 376‑25 Protection of books 376‑30 Evidentiary value 376‑35 Falsification of books Chapter 8—Civil consequences of contravening civil penalty provisions Division 386—Civil consequences of contravening civil penalty provisions 386‑1 Declarations of contravention 386‑5 Declaration of contravention is conclusive evidence 386‑10 Pecuniary penalty orders 386‑15 Compensation orders—civil penalty provisions 386‑20 Who may apply for a declaration or order 386‑25 Time limit for application for a declaration or order 386‑30 Civil evidence and procedure rules for declarations of contravention and civil penalty orders 386‑35 Civil proceedings after criminal proceedings 386‑40 Criminal proceedings during civil proceedings 386‑45 Criminal proceedings after civil proceedings 386‑50 Evidence given in proceedings for penalty not admissible in criminal proceedings 386‑55 Registrar requiring person to assist 386‑60 Relief from liability for contravention of civil penalty provision Chapter 9—Lodgments and registers Part 9‑1—Introduction Division 396—Introduction 396‑1 What this Chapter is about Part 9‑2—Lodgments with the Registrar Division 401—Introduction 401‑1 What this Part is about Division 404—What is the form in which documents may be lodged? 404‑1 Forms for documents to be lodged with the Registrar 404‑5 Signing documents lodged with the Registrar 404‑10 Documents lodged with the Registrar electronically 404‑15 Relodging of lost registered documents Division 407—Registrar's powers 407‑1 Registrar may refuse to receive or register documents 407‑5 Registrar may require additional information 407‑10 Registrar may require information from persons on a register 407‑15 Telephone or email notice of certain changes 407‑20 Registrar may destroy or dispose of lodged documents Division 410—Courts power if documents not lodged 410‑1 Court may make certain orders Part 9‑3—Registers Division 415—Introduction 415‑1 What this Part is about Division 418—Registers to be kept 418‑1 Registers 418‑5 Form of registers 418‑10 Register of Aboriginal and Torres Strait Islander Corporations 418‑15 Register of Disqualified Officers Division 421—What information may a person obtain from the Registrar? 421‑1 Inspection and production of records 421‑5 Requests and certification of copy or extract etc. Division 424—Validity and use of information etc. obtained from a register 424‑1 Validity of copy or extract 424‑5 Use in court proceedings etc. of documents issued by Registrar 424‑10 Registrar's certificate that person was a director etc. Chapter 10—Regulation and enforcement Part 10‑1—Introduction Division 434—Introduction 434‑1 What this Chapter is about Part 10‑2—Regulation of Aboriginal and Torres Strait Islander corporations Division 439—Regulation of Aboriginal and Torres Strait Islander corporations 439‑1 What this Part is about 439‑5 Registrar may convene meetings of interested persons 439‑10 Registrar may call a general meeting (other than an AGM) 439‑15 Registrar may call an AGM 439‑20 Registrar may require compliance with Act etc. Part 10‑3—Enforcement Division 444—Introduction 444‑1 What this Part is about Division 447—Authorised officers 447‑1 Appointment of authorised officers 447‑5 Identity cards Division 450—Purposes for which powers under this Part may be exercised 450‑1 Purposes for which power under this Part may be exercised Division 453—Examination of books and persons 453‑1 Examination of books 453‑5 Production of books or attendance to answer questions 453‑10 Remuneration of authorised officer Division 456—Warrants for books not produced Subdivision 456‑A—Warrants applied for in person 456‑1 Application for warrant to seize books not produced 456‑5 Grant of warrant 456‑10 Powers where books produced or seized Subdivision 456‑B—Warrants by telephone or other electronic means 456‑15 Applying for warrants by telephone or other electronic means 456‑20 Issuing warrants by telephone etc. 456‑25 Unsigned warrants by telephone etc. in court proceedings Subdivision 456‑C—Offences relating to warrants by telephone or other electronic means 456‑30 Offence for stating incorrect names in warrants by telephone etc. 456‑35 Offence for unauthorised form of warrant 456‑40 Offence for execution etc. of unauthorised form of warrant 456‑45 Offence for giving unexecuted form of warrant Subdivision 456‑D—Warrant details to be given to occupier 456‑50 Details of warrant to be given to occupier etc. Part 10‑4—Offences relating to regulatory and enforcement powers of Registrar Division 461—Offences relating to regulatory and enforcement powers of Registrar 461‑1 Obstructing Registrar or interfering with meeting called by Registrar etc. 461‑5 False information 461‑10 Concealing books relevant to investigation 461‑15 Self‑incrimination Part 10‑5—Protection for whistleblowers Division 466—Which disclosures qualify for protection under this Part? 466‑1 Disclosures qualifying for protection Division 469—Effects of disclosure 469‑1 Disclosure that qualifies for protection not actionable etc. 469‑5 Victimisation prohibited 469‑10 Right to compensation Division 472—Confidentiality requirement 472‑1 Confidentiality requirements for corporations, corporation officers and employees and auditors Chapter 11—External administration Part 11‑1—Introduction Division 482—Introduction 482‑1 What this Chapter is about Part 11‑2—Special administration Division 487—Special administration of Aboriginal and Torres Strait Islander corporation 487‑1 Registrar may put Aboriginal and Torres Strait Islander corporation under special administration 487‑5 Grounds for special administration 487‑10 Show cause notice procedure 487‑15 Extension of period of special administration 487‑20 Registrar may terminate special administration 487‑25 References to corporation under special administration Division 490—Appointment of special administrator 490‑1 Registrar may appoint special administrator 490‑5 Period of appointment Division 493—Notice requirements 493‑1 Notice of special administration determination or appointment of special administrator Division 496—Effect of appointment of special administrator on officers of the corporation 496‑1 General rule that offices of directors and secretary vacated when special administrator appointed 496‑5 Registrar may determine that offices not vacated in certain circumstances 496‑10 Powers of officers can only be exercised by, or with the consent of, special administrator 496‑15 Only special administrator can deal with corporation's property 496‑20 Order for compensation where officer involved in void transaction Division 499—Function, duties and powers of special administrator 499‑1 Function of special administrator 499‑5 Powers of special administrator 499‑10 Applying Corporations Act provisions to Aboriginal and Torres Strait Islander corporation that is under special administration Division 502—Special administrator to report to Registrar 502‑1 Report to Registrar Division 505—Termination of special administrator's appointment 505‑1 Termination of appointment of special administrator 505‑5 Grounds for terminating appointment 505‑10 Registrar to appoint new special administrator in certain circumstances Division 508—Transition to normal control of the corporation's affairs at end of special administration 508‑1 Special administrator to ensure that there will be directors when corporation ceases to be under special administration 508‑5 Election of directors to take over affairs of corporation when corporation ceases to be under special administration Division 511—Miscellaneous 511‑1 Remuneration of special administrator Part 11‑3—Receivers, and other controllers, of property of corporations Division 516—Receivers, and other controllers, of property of corporations 516‑1 Applying Corporations Act receiver provisions to Aboriginal and Torres Strait Islander corporations Part 11‑4—Administration of an Aboriginal and Torres Strait Islander corporation's affairs with a view to executing a deed of corporation arrangement Division 521—Administration of an Aboriginal and Torres Strait Islander corporation's affairs with a view to executing a deed of corporation arrangement 521‑1 Applying Corporations Act administration provisions to Aboriginal and Torres Strait Islander corporations 521‑5 Administrator's capacity to act as trustee 521‑10 Corporations Act administrator cannot be appointed if special administrator appointed 521‑15 Effect of appointment of special administrator on Corporations Act administrator Part 11‑4A—Restructuring of an Aboriginal and Torres Strait Islander corporation Division 522—Restructuring of an Aboriginal and Torres Strait Islander corporation 522‑1 Applying Corporations Act restructuring provisions to Aboriginal and Torres Strait Islander corporations 522‑2 Corporations Act restructuring practitioner cannot be appointed if special administrator appointed 522‑3 Effect of appointment of special administrator—Aboriginal and Torres Strait Islander corporation under restructuring 522‑4 Effect of appointment of special administrator—Aboriginal and Torres Strait Islander corporation subject to restructuring plan Part 11‑5—Winding up Division 526—Winding up 526‑1 Court may order winding up 526‑5 Grounds for Court ordered winding up 526‑10 Acts etc. done to comply with Native Title legislation requirement 526‑15 Who may apply to court for winding up order 526‑20 Voluntary winding up 526‑25 Distribution of surplus assets in winding up by Court 526‑30 Distribution of surplus assets in voluntary winding up 526‑35 Applying Corporations Act winding up provisions to Aboriginal and Torres Strait Islander corporations 526‑40 Application of Corporations Act pre‑winding up provisions Part 11‑6—Insolvent trading and creditor‑defeating dispositions Division 531—Insolvent trading and creditor‑defeating dispositions 531‑1 Applying Corporations Act insolvent trading and creditor‑defeating disposition provisions to Aboriginal and Torres Strait Islander corporations 531‑5 Sections 588G, 588GAB and 588GAC of Corporations Act prevail over conflicting Native Title legislation obligations Part 11‑7—Employees' entitlements Division 536—Employees' entitlements 536‑1 Applying Corporations Act employees' entitlements provisions to Aboriginal and Torres Strait Islander corporations Chapter 12—Transfer of registration, deregistration and unclaimed property Part 12‑1—Transfer of registration to another system Division 540—Transfer of registration 540‑1 Transferring registration 540‑5 Applying to transfer registration 540‑10 Registrar makes transfer of registration declaration 540‑15 Registrar to deregister corporation Part 12‑2—Deregistration Division 546—Deregistration 546‑1 Deregistration—voluntary 546‑5 Deregistration—Registrar initiated 546‑10 Deregistration—following amalgamation or winding up 546‑15 Registered native title body corporate 546‑20 Effect of deregistration 546‑25 What the Registrar does with the property 546‑30 Registrar's power to fulfil outstanding obligations of deregistered corporation 546‑35 Claims against insurers of deregistered corporation 546‑40 Reinstatement 546‑45 Regulations may modify Division in relation to statutory Indigenous land trusts Part 12‑3—Unclaimed property Division 551—Unclaimed property 551‑1 Unclaimed property 551‑5 Registrar to deal with unclaimed property 551‑10 Registrar and Commonwealth not liable to pay calls on shares etc. 551‑15 Disposition of money that is unclaimed property etc. 551‑20 Establishment of the Aboriginal and Torres Strait Islander Corporations Unclaimed Money Account 551‑25 Credits of amounts to Account 551‑30 Purposes of Account 551‑35 Claims of disposition of money to incorrect payee 551‑40 Commonwealth or Registrar not liable for loss or damage Chapter 13—Offences Part 13‑1—Offences about false or misleading statements etc. Division 561—Offences about false or misleading statements etc. 561‑1 False or misleading statements 561‑5 False information etc. Part 13‑2—General matters relating to offences Division 566—General matters relating to offences 566‑1 Penalties for bodies corporate 566‑5 Penalty notices 566‑10 Continuing offences 566‑15 Time for instituting criminal proceedings 566‑20 Privilege against self‑incrimination not available to bodies corporate in certain proceedings 566‑25 Certain persons to assist in prosecutions Chapter 14—Courts and proceedings Part 14‑1—Powers of courts Division 576—Powers of courts 576‑1 Power to grant relief 576‑5 Power of Court to give directions with respect to meetings ordered by the Court 576‑10 Appeals from decisions of receivers, liquidators etc. 576‑15 Irregularities 576‑20 Power of Court to prohibit payment or transfer of money, financial products or other property 576‑25 Injunctions 576‑30 Effect of sections 576‑20 and 576‑25 576‑35 Power of Court to punish for contempt of Court Part 14‑2—Proceedings Division 581—Proceedings 581‑1 The Registrar's power to intervene in proceedings 581‑5 Civil proceedings not to be stayed 581‑10 Standard of proof 581‑15 Evidence of contravention 581‑20 Costs 581‑25 Vesting of property 581‑30 Civil proceedings in relation to registered native title bodies corporate Part 14‑3—Jurisdiction and procedure of courts Division 586—Civil jurisdiction Subdivision 586‑A—Introduction 586‑1 Operation of Division Subdivision 586‑B—Conferral of jurisdiction 586‑5 Jurisdiction of Federal Court and State and Territory Supreme Courts 586‑10 Jurisdiction of Federal Circuit and Family Court of Australia (Division 1) and State Family Courts 586‑15 Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers) 586‑20 Jurisdiction of lower courts 586‑25 Appeals 586‑30 Courts to act in aid of each other Subdivision 586‑C—Transfer of proceedings 586‑35 Transfer of proceedings by the Federal Court and State and Territory Supreme Courts 586‑40 Transfer of proceedings by the Federal Circuit and Family Court of Australia (Division 1) and State Family Courts 586‑45 Transfer of proceedings in lower courts 586‑50 Further matters for a court to consider when deciding whether to transfer a proceeding 586‑55 Transfer may be made at any stage 586‑60 Transfer of documents 586‑65 Conduct of proceedings 586‑70 Rights of appearance 586‑75 Limitation on appeals Subdivision 586‑D—Rules of court 586‑80 Rules of the Federal Court 586‑85 Rules of the Supreme Court 586‑90 Rules of the Federal Circuit and Family Court of Australia (Division 1) Division 589—Criminal jurisdiction 589‑1 Operation of Division 589‑5 Jurisdiction of courts 589‑10 Laws to be applied Chapter 15—Administration Part 15‑1—Introduction Division 599—Introduction 599‑1 What this Chapter is about Part 15‑2—Protection of information Division 604—Protection of information 604‑1 What this Part is about 604‑5 Protected information 604‑10 Registrar's obligations in relation to protected information 604‑15 Special administrator's obligations in relation to protected information 604‑20 Consultant's obligations in relation to protected information 604‑25 Authorised use or disclosure Part 15‑3—Protection from liability for Registrar, Minister etc. Division 609—Protection from liability for Registrar, Minister etc. 609‑1 Protection from liability for Minister, Registrar etc. Part 15‑4—Review of decisions Division 614—Introduction 614‑1 What this Part is about Division 617—Reviewable decisions 617‑1 Reviewable decisions 617‑5 Deadlines for making reviewable decisions 617‑10 Notice of reviewable decision and review rights Division 620—Internal review of reviewable decisions 620‑1 Registrar may reconsider reviewable decisions on own initiative 620‑5 Reconsideration of reviewable decisions Division 623—Review of reviewable decisions by Administrative Review Tribunal 623‑1 Review of reviewable decisions by Administrative Review Tribunal Part 15‑5—Fees Division 628—Fees 628‑1 Fees 628‑5 Lodgment of document without payment of fee 628‑10 Doing act without payment of fee 628‑15 Effect of sections 628‑5 and 628‑10 628‑20 Debt due to the Commonwealth 628‑25 Payment of fee does not give right to inspect or search Part 15‑6—Regulations Division 633—Regulations 633‑1 General regulation making power 633‑5 Regulations concerning registered native title bodies corporate Part 15‑7—Approved forms Division 638—Approved forms 638‑1 Registrar may approve forms Chapter 16—Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations Part 16‑1—Introduction Division 648—Introduction 648‑1 What this Chapter is about Part 16‑2—Appointment of the Registrar and Deputy Registrars Division 653—Appointment of Registrar and Deputy Registrars 653‑1 Registrar of Aboriginal and Torres Strait Islander Corporations 653‑5 Deputy Registrars of Aboriginal and Torres Strait Islander Corporations Part 16‑3—Registrar's functions and powers Division 658—Registrar's functions and powers 658‑1 Functions of the Registrar 658‑5 Aims of the Registrar 658‑10 Powers of the Registrar 658‑15 Registrar to have a seal 658‑20 Judicial notice of certain matters Part 16‑4—Matters concerning the Registrar's and Deputy Registrars' appointments Division 663—Matters concerning the Registrar's and Deputy Registrars' appointments 663‑1 Registrar's remuneration 663‑5 Resignation 663‑10 Termination of Registrar's appointment 663‑15 Termination of Deputy Registrar's appointment 663‑20 Disclosure of interests 663‑25 Acting appointments 663‑30 Leave of absence 663‑35 Outside employment Part 16‑5—Delegation Division 668—Delegation 668‑1 Delegation by Registrar 668‑5 Sub‑delegation by Deputy Registrar Part 16‑6—Staffing Division 673—Staffing 673‑1 Staff assisting the Registrar and Deputy Registrar 673‑5 Engagement of consultants etc. by the Registrar Chapter 17—Interpreting this Act Part 17‑1—Meaning of some important concepts Division 683—Directors and officers of Aboriginal and Torres Strait Islander corporations 683‑1 Meaning of director and officer Division 686—Associates 686‑1 Effect of Division 686‑5 Associates of bodies corporate 686‑10 General 686‑15 Exclusions Division 689—Subsidiaries and control 689‑1 What is a subsidiary 689‑5 Control of a body corporate's board 689‑10 Matters to be disregarded 689‑15 References in this Division to a subsidiary 689‑20 Related bodies corporate 689‑25 Control Part 17‑2—Interpretation of other expressions Division 694—Interpretation of other expressions 694‑1 Giving information 694‑5 Doing acts 694‑10 Signing 694‑15 Business affairs of a body corporate 694‑20 Business affairs of a natural person 694‑25 Business affairs of a partnership 694‑30 Business affairs of a trust 694‑35 Meaning of court and Court 694‑40 Entities 694‑45 Entities connected with a corporation (including an Aboriginal and Torres Strait Islander corporation) 694‑50 Extension of period for doing an act 694‑55 Involvement in contraventions 694‑60 Possession 694‑65 Public document of a body corporate 694‑70 Receivers and managers 694‑75 Securities 694‑80 Solvency and insolvency 694‑85 Meaning of chief executive officer function 694‑90 Applications to be in writing 694‑95 Effect of certain contraventions of this Act 694‑100 Effect of provisions empowering a person to require or prohibit conduct 694‑105 Calculation of time 694‑110 Performance of functions by Registrar or Deputy Registrar includes reference to delegate etc. 694‑115 Certain family relationships 694‑120 Commonwealth Registrar Part 17‑3—Dictionary Division 700—Dictionary 700‑1 Dictionary Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act to provide for Aboriginal and Torres Strait Islander corporations, and for related purposes Preamble The Parliament of Australia intends that the following law will take effect according to its terms and be a special law for the descendants of the original inhabitants of Australia. The law is intended, for the purposes of paragraph 4 of Article 1 of the International Convention on the Elimination of All Forms of Racial Discrimination and the Racial Discrimination Act 1975, to be a special measure for the advancement and protection of Aboriginal peoples and Torres Strait Islanders. The Parliament of Australia enacts: Chapter 1—Introduction Part 1‑1—Preliminary Division 1—Preliminary 1‑1 Short title This Act may be cited as the Corporations (Aboriginal and Torres Strait Islander) Act 2006. 1‑5 Commencement This Act commences on 1 July 2007. 1‑10 Act binds Crown (1) This Act (except Part 5.8 of the Corporations Act as applied by sections 516‑1, 521‑1, 526‑35 and 526‑40) binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory and of the Northern Territory. (2) To avoid doubt, a reference in this section to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right. (3) However, this Act does not make the Crown liable to a pecuniary penalty or to be prosecuted for an offence. 1‑15 Geographical application of Act (1) This Act extends to the external Territories. (2) Each provision of this Act applies, according to its tenor, in relation to acts and omissions outside this jurisdiction. 1‑20 Act applies regardless of residence, place of formation etc. Each provision of this Act applies according to its tenor to: (a) natural persons whether: (i) resident in Australia or an external Territory or not; and (ii) Australian citizens or not; and (b) all bodies corporate and unincorporated bodies whether formed or carrying on business in Australia or an external Territory or not. Note: Many of the provisions in this Act apply only in relation to Aboriginal and Torres Strait Islander corporations. 1‑25 Objects of this Act The objects of this Act are to: (a) provide for the Registrar of Aboriginal and Torres Strait Islander Corporations; and (b) provide for the Registrar's functions and powers; and (c) provide for the incorporation, operation and regulation of those bodies that it is appropriate for this Act to cover; and (d) without limiting paragraph (c)—provide for the incorporation, operation and regulation of bodies that are incorporated for the purpose of becoming a registered native title body corporate; and (e) provide for the duties of officers of Aboriginal and Torres Strait Islander corporations and regulate those officers in the performance of those duties. 1‑30 Office of the Registrar of Aboriginal and Torres Strait Islander Corporations There is to be, within the Department, the Office of the Registrar of Aboriginal and Torres Strait Islander Corporations. 1‑35 Interpretative provisions Chapter 17 contains the Dictionary, which sets out a list of all the terms that are defined in this Act. It also sets out the meanings of some important concepts and rules on how to interpret this Act. Part 1‑2—Overview of Act Division 6—Overview of Act 6‑1 Overview of Act (1) This Act primarily provides for the incorporation and regulation of Aboriginal and Torres Strait Islander corporations. (2) It also provides for the Registrar and the Office of the Registrar of Aboriginal and Torres Strait Islander Corporations. 6‑5 Aboriginal and Torres Strait Islander corporations (1) Chapter 2 provides for an application to be made to the Registrar for registration of an Aboriginal and Torres Strait Islander corporation. (2) There are a number of registration requirements that must be met before the Registrar may register an Aboriginal and Torres Strait Islander corporation. (3) Chapter 2 also deals with the effects of registration of an Aboriginal and Torres Strait Islander corporation on the corporation's members, officers, contact persons and registered office. 6‑10 Basic features of an Aboriginal and Torres Strait Islander corporation (1) Chapter 3 deals with the basic features of an Aboriginal and Torres Strait Islander corporation. It covers matters such as the corporation's name, constitution and other rules applying to the corporation and the corporation's registered office or address for document access. (2) Chapter 3 also provides for the assumptions that people who deal with an Aboriginal and Torres Strait Islander corporation can make in those dealings. 6‑15 Members and observers (1) Chapter 4 sets out some rules for membership of an Aboriginal and Torres Strait Islander corporation and some rules about cancelling the membership of members of the corporation. Aboriginal and Torres Strait Islander corporations have members (as opposed to shareholders) and they may also have persons who observe the operation of the corporation's meetings (observers). (2) Chapter 4 also deals with the register of members that the corporation is required to keep, and with protection of the rights and interests of members of the corporation. 6‑20 Meetings (1) Chapter 5 sets out some rules for the calling and holding of general meetings and annual general meetings of an Aboriginal and Torres Strait Islander corporation. (2) Chapter 5 also deals with rules concerning directors' meetings. 6‑25 Officers (1) Chapter 6 deals with officers and contact persons of an Aboriginal and Torres Strait Islander corporation. (2) Importantly, Chapter 6 also deals with the duties of officers and their disqualification for breaches of those duties. 6‑30 Record keeping, reporting requirements and books (1) Chapter 7 deals with the reporting requirements that are imposed on an Aboriginal and Torres Strait Islander corporation. An Aboriginal and Torres Strait Islander corporation may have to lodge a general report and may also have to lodge financial reports (depending on the corporation's size etc.). (2) Chapter 7 also deals with the books of an Aboriginal and Torres Strait Islander corporation. 6‑35 Civil consequences of contravening civil penalty provisions Chapter 8 deals with the civil consequences of an officer breaching a duty imposed by this Act. Note: The criminal consequences are dealt with in Chapter 6. 6‑40 Lodgments and registers (1) Chapter 9 deals with the requirement to lodge certain documents with the Registrar. (2) Chapter 9 also deals with the registers that the Registrar may, or is required to, keep. Information on these registers is available to the public. 6‑45 Regulation and enforcement (1) Chapter 10 deals with a number of regulatory powers that the Registrar may use in the regulation of Aboriginal and Torres Strait Islander corporations. (2) Chapter 10 also deals with the Registrar's powers of enforcement and the protection of whistleblowers. 6‑50 External administration (1) Chapter 11 deals with the administration of an Aboriginal and Torres Strait Islander corporation by persons outside the corporation (for example, in a winding up). (2) Importantly, the Registrar may appoint a special administrator for an Aboriginal and Torres Strait Islander corporation in circumstances that are vital to the continued viability of the corporation. The special administrator differs from an ordinary administrator. 6‑55 Transfer of registration, deregistration and unclaimed property Chapter 12 deals with: (a) the transfer of an Aboriginal and Torres Strait Islander corporation's registration to another Commonwealth, State or Territory system; and (b) the deregistration of an Aboriginal and Torres Strait Islander corporation; and (c) unclaimed property of an Aboriginal and Torres Strait Islander corporation that has been deregistered. 6‑60 Offences Chapter 13 deals with general offences against this Act. 6‑65 Courts and proceedings Chapter 14 deals with the jurisdiction of courts to hear matters under this Act, injunctions and court proceedings. 6‑70 Administration Chapter 15 deals with a number of matters concerning the general administration of this Act (for example, the protection of information and review of decisions). 6‑75 Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations (1) Chapter 16 deals with the appointment of the Registrar and Deputy Registrars. The Registrar is charged with the administration of this Act. (2) Chapter 16 also deals with the powers and functions of the Registrar. 6‑80 Interpreting this Act Chapter 17 contains the interpretation provisions of this Act and the definitions. Chapter 2—Aboriginal and Torres Strait Islander corporations Part 2‑1—Introduction Division 16—Introduction 16‑1 What this Chapter is about This Chapter provides for Aboriginal and Torres Strait Islander corporations and their registration. In particular, it deals with: • what an Aboriginal and Torres Strait Islander corporation is (see section 16‑5); and • the application for registration (see Part 2‑2); and • decisions on applications (see Part 2‑3); and • registration of small, medium and large corporations (see Part 2‑4); and • the effects of registration (see Part 2‑5). 16‑5 Meaning of Aboriginal and Torres Strait Islander corporation An Aboriginal and Torres Strait Islander corporation is a corporation registered under this Act. Part 2‑2—Applications for registration of an Aboriginal and Torres Strait Islander corporation Division 21—Application for new registration of an Aboriginal and Torres Strait Islander corporation 21‑1 Application for registration (1) An application by a person (the applicant) for registration of an Aboriginal and Torres Strait Islander corporation must contain the following information: (a) the applicant's name and address; (b) the corporation's proposed name; (c) if the applicant is requesting an exemption from having to have at least 5 members—a request for the exemption specifying the proposed minimum number of members; (d) an indication of whether, for the corporation's first financial year, the corporation is expected to be a small, medium or large corporation; (e) if the corporation is expected to be a large corporation for the corporation's first financial year—the address of the proposed registered office; (f) if the corporation is expected to be a small or medium corporation for the corporation's first financial year—the address of the proposed document access address; (g) the names and addresses of each person who consents in writing to become a member of the corporation; (h) the director details of each person who consents in writing to become a director of the corporation; (i) if the corporation is expected to be a small or medium corporation in respect of the corporation's first financial year—the name and address of the person who consents in writing to be the contact person; (j) if the corporation is expected to be a large corporation in respect of the corporation's first financial year—the name and address of the person who consents in writing to be the corporation's secretary; (k) whether the people who are, or have been, members of the corporation are to be liable to contribute towards the payment of the debts and liabilities of the corporation and if so, the extent of the persons' liabilities; (l) such other information that the Registrar specifies in writing in respect of the registration of the corporation; (m) such other information that is prescribed by the regulations as information that must be included in the application. Note: The address of the director, secretary or contact person that must be stated is usually the residential address. However, an alternative address may be stated in certain circumstances (see section 304‑15). (2) The application must also: (a) identify the directors who are to hold office for only one year; and (b) if the application seeks registration of an Aboriginal and Torres Strait Islander corporation for the purpose of becoming a registered native title body corporate—indicate that purpose. Director details (3) The director details of a person who consents to become a director are the following: (a) the person's given and family name; (b) all former given and family names of the person; (d) the person's address; (e) the person's date and place of birth (if known); (ea) the person's director identification number, or the fact that the person does not have a director identification number; (f) a declaration in writing from the person stating that the person is eligible to be a director of an Aboriginal and Torres Strait Islander corporation. (4) A specification by the Registrar under paragraph (1)(l) is not a legislative instrument. 21‑5 Matters to accompany application The following must accompany an application under section 21‑1: (a) evidence of the decisions referred to in section 29‑15 (if applicable); (b) copies of the consents referred to in subsection 21‑1(1). Note: Under the internal governance rules requirement (see section 29‑20), a copy of the proposed constitution of a proposed corporation must also be provided to the Registrar befo