Commonwealth: Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023 (Cth)

Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023 No. 76, 2023 An Act to amend the law relating to corporations, insurance and other matters in the Treasury portfolio, to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes Contents 1 Short title 2 Commencement 3 Schedules Schedule 1—ALRC Financial Services Interim Report: unfreezing the Acts Interpretation Act 1901 Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Schedule 2—ALRC Financial Services Interim Report: single glossary of defined terms Part 1—Amendments Division 1—The single glossary Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 2—Terms in general use Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 3—Terms relating to companies and audited bodies Corporations Act 2001 Division 4—Terms relating to external administration and property Corporations Act 2001 Division 5—Terms relating to managed investment schemes Corporations Act 2001 Division 6—Terms relating to licensed trustee companies Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 7—Terms relating to takeovers and acquisitions Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 8—References to Panel Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 9—Terms relating to financial services and markets Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 10—Terms relating to mutual recognition of securities offers Corporations Act 2001 Division 11—Terms relating to Asia Region Funds Passport Corporations Act 2001 Division 12—Terms relating to CCIVs Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 13—Miscellaneous Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Division 14—Multiple amendments Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Part 2—Application and transitional provisions Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Part 3—Consequential amendments of other Acts Administrative Decisions (Judicial Review) Act 1977 Aged Care Act 1997 Anti‑Money Laundering and Counter‑Terrorism Financing Act 2006 ASIC Supervisory Cost Recovery Levy Act 2017 Australian Defence Force Cover Act 2015 Australian Prudential Regulation Authority Act 1998 Banking Act 1959 Carbon Credits (Carbon Farming Initiative) Act 2011 Clean Energy Regulator Act 2011 Commonwealth Inscribed Stock Act 1911 Corporations (Aboriginal and Torres Strait Islander) Act 2006 Corporations (Compensation Arrangements Levies) Act 2001 Corporations (Fees) Act 2001 Corporations (National Guarantee Fund Levies) Act 2001 Corporations (Review Fees) Act 2003 Financial Sector (Collection of Data) Act 2001 Financial Transaction Reports Act 1988 Foreign Acquisitions and Takeovers Act 1975 Income Tax Assessment Act 1936 Income Tax Assessment Act 1997 Income Tax Rates Act 1986 Insurance Act 1973 Insurance Contracts Act 1984 Interactive Gambling Act 2001 Life Insurance Act 1995 Medibank Private Sale Act 2006 Medical Indemnity Act 2002 Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 National Broadband Network Companies Act 2011 National Consumer Credit Protection Act 2009 Payment Systems and Netting Act 1998 Personal Property Securities Act 2009 Retirement Savings Accounts Act 1997 Security of Critical Infrastructure Act 2018 Superannuation Contributions Tax (Assessment and Collection) Act 1997 Superannuation Industry (Supervision) Act 1993 Tax Agent Services Act 2009 Taxation Administration Act 1953 Telstra Corporation Act 1991 Schedule 3—ALRC Financial Services Interim Report: single glossary of defined terms contingent amendments Part 1—Treasury Laws Amendment (More Competition, Better Prices) Act 2022 Australian Securities and Investments Commission Act 2001 Competition and Consumer Act 2010 Part 2—Financial Accountability Regime Act 2023 Financial Accountability Regime Act 2023 Part 3—Financial Services Compensation Scheme of Last Resort Acts Division 1—Treasury Laws Amendment (Financial Services Compensation Scheme of Last Resort) Act 2023 Australian Securities and Investments Commission Act 2001 Division 2—Financial Services Compensation Scheme of Last Resort Levy Act 2023 Financial Services Compensation Scheme of Last Resort Levy Act 2023 Division 3—Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023 Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023 Part 4—Schedule 6 to the Treasury Laws Amendment (2022 Measures No. 4) Act 2023 Australian Securities and Investments Commission Act 2001 Corporations Act 2001 Part 5—Part 4 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 Division 1—Amendments if Schedule 2 to this Act commences second Corporations Act 2001 Division 2—Amendments if Schedule 2 to this Act commences first Corporations Act 2001 Part 6—Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 Division 1—Amendments if Schedule 2 to this Act commences second Corporations Act 2001 Division 2—Amendments if Schedule 2 to this Act commences first Corporations Act 2001 Division 3—Further amendments if Schedule 2 to this Act commences first Corporations Act 2001 Part 7—Part 1 of Schedule 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 Corporations Act 2001 Income Tax Assessment Act 1997 National Consumer Credit Protection Act 2009 Schedule 4—Insurance Part 1—Public interest Insurance Acquisitions and Takeovers Act 1991 Part 2—Forms of notices etc. Insurance Acquisitions and Takeovers Act 1991 Life Insurance Act 1995 Part 3—Friendly societies Division 1—Main amendments Life Insurance Act 1995 Division 2—Consequential amendments Life Insurance Act 1995 Part 4—Statutory funds of life companies Life Insurance Act 1995 Part 5—References to Treasurer Insurance Act 1973 Insurance Contracts Act 1984 Life Insurance Act 1995 Part 6—Other amendments Insurance Acquisitions and Takeovers Act 1991 Insurance Act 1973 Life Insurance Act 1995 Terrorism and Cyclone Insurance Act 2003 Part 7—Amendments consequential on Schedule 2 Life Insurance Act 1995 Schedule 5—Rationalisation of ending ASIC instruments Part 1—Acquisitions of relevant interests in voting shares Corporations Act 2001 Part 2—Exemptions from requirement to give Financial Services Guide Division 1—Main amendments Corporations Act 2001 Division 2—Consequential amendments Corporations Act 2001 Division 3—Repeals ASIC Corporations (Superannuation and Schemes: Underlying Investments) Instrument 2016/378 Part 3—Precontractual statements and information statements National Consumer Credit Protection Act 2009 Schedule 6—Minor and technical amendments Part 1—Amendments commencing day after Royal Assent Division 1—Definition of year of income in the Superannuation Industry (Supervision) Act 1993 Superannuation Industry (Supervision) Act 1993 Division 2—Measures relating to the Companies Auditors Disciplinary Board Australian Securities and Investments Commission Act 2001 Division 3—Claims handling and settling services Australian Securities and Investments Commission Act 2001 Division 4—GST‑free cars Division 5—Regulation of financial benchmarks Corporations Act 2001 Division 6—Authorisations Competition and Consumer Act 2010 Division 7—Other amendments Australian Prudential Regulation Authority Act 1998 Australian Securities and Investments Commission Act 2001 Competition and Consumer Act 2010 Corporations Act 2001 Income Tax Assessment Act 1997 Insurance Act 1973 Life Insurance Act 1995 Superannuation Industry (Supervision) Act 1993 Taxation Administration Act 1953 Part 2—Amendments commencing first day of next quarter: payment relating to taxable supply of real property A New Tax System (Goods and Services Tax) Act 1999 Taxation Administration Act 1953 Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023 No. 76, 2023 An Act to amend the law relating to corporations, insurance and other matters in the Treasury portfolio, to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes [Assented to 20 September 2023] The Parliament of Australia enacts: 1 Short title This Act is the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023. 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. 20 September 2023 2. Schedules 1 and 2 The later of: 20 October 2023 (a) the start of the 30th day after this Act receives the Royal Assent; and (paragraph (a) applies) (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 3. Schedule 3, Part 1 The later of: 9 November 2023 (a) at the same time as the provisions covered by table item 2; and (paragraph (b) applies) (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (More Competition, Better Prices) Act 2022. 4. Schedule 3, Part 2 The later of: 20 October 2023 (a) at the same time as the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of the Financial Accountability Regime Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 5. Schedule 3, Part 3, Division 1 The later of: 20 October 2023 (a) at the same time as the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of the Treasury Laws Amendment (Financial Services Compensation Scheme of Last Resort) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 6. Schedule 3, Part 3, Division 2 The later of: 20 October 2023 (a) at the same time as the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of the Financial Services Compensation Scheme of Last Resort Levy Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 7. Schedule 3, Part 3, Division 3 The later of: 20 October 2023 (a) at the same time as the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of the Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 8. Schedule 3, Part 4 The later of: 20 October 2023 (a) immediately after the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of Schedule 6 to the Treasury Laws Amendment (2022 Measures No. 4) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 9. Schedule 3, Part 5, Division 1 At the same time as the provisions covered by table item 2. Never commenced However, the provisions do not commence at all if Part 4 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 does not commence before that time. 10. Schedule 3, Part 5, Division 2 At the same time as the provisions covered by table item 2. 20 October 2023 However, the provisions do not commence at all if Part 4 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2. 11. Schedule 3, Part 6, Division 1 At the same time as the provisions covered by table item 2. 20 October 2023 However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 does not commence before that time. 12. Schedule 3, Part 6, Division 2 At the same time as the provisions covered by table item 2. Never commenced However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2. 13. Schedule 3, Part 6, Division 3 The later of: Never commenced (a) immediately after the provisions covered by table item 2; and (b) immediately after the commencement of Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2. 14. Schedule 3, Part 7 The later of: 20 October 2023 (a) immediately after the provisions covered by table item 2; and (paragraph (a) applies) (b) immediately after the commencement of Part 1 of Schedule 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 15. Schedule 4, items 1 to 121 A day or days to be fixed by Proclamation. 1 March 2024 However, if any of the provisions do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period. (F2024N00159) 16. Schedule 4, item 122 The later of: 1 March 2024 (a) at the same time as the provisions covered by table item 15; and (paragraph (a) applies) (b) immediately after the commencement of item 114 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur. 17. Schedule 4, items 123 to 136 At the same time as the provisions covered by table item 15. 1 March 2024 18. Schedule 4, Part 7 The later of: 1 March 2024 (a) at the same time as the provisions covered by table item 2; and (paragraph (b) applies) (b) immediately after the commencement of the provisions covered by table item 17. However, the provisions do not commence at all if the event mentioned in paragraph (a) does not occur. 19. Schedule 5 The day after this Act receives the Royal Assent. 21 September 2023 20. Schedule 6, Part 1, Divisions 1 and 2 The day after this Act receives the Royal Assent. 21 September 2023 21. Schedule 6, Part 1, Division 3 Immediately after the commencement of the provisions covered by table item 20. 21 September 2023 22. Schedule 6, Part 1, Divisions 4 to 7 The day after this Act receives the Royal Assent. 21 September 2023 23. Schedule 6, 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 October 2023 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. Schedule 1—ALRC Financial Services Interim Report: unfreezing the Acts Interpretation Act 1901 Australian Securities and Investments Commission Act 2001 1 Section 5A Repeal the section. 2 Subsection 12GNA(4) (definition of modifications) Repeal the definition. 3 Paragraph 19(2)(b) After "oath", insert "or affirmation". 4 Subsection 58(5) After "oath", insert "or affirmation". 5 At the end of sections 116, 117, 118 and 182 Add: Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901. 6 Subsection 208(4) Repeal the subsection, substitute: Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901. 7 Subsection 208A(1) Omit "(1)". 8 Subsection 208A(2) Repeal the subsection, substitute: Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901. 9 Subsection 218(5) After "oath", insert "or affirmation". 10 Subsections 236D(4) and 236H(4) Repeal the subsections, substitute: Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901. 11 Section 245 Repeal the section. Corporations Act 2001 12 Subsection 3(2) Omit "subsection 22(3)", substitute "section 2H". 13 Section 5C Repeal the section. 14 Section 9 Repeal the following definitions: (a) definition of affidavit; (b) definition of document; (c) definition of Judge; (d) definition of territorial sea. 15 Section 105 Repeal the section, substitute: 105 Calculation of time (1) A period of time referred to in the Corporations legislation, or an instrument made under the Corporations legislation, dating from a given day, act or event, is to be calculated exclusive of such day or of the day of such act or event. (2) Without limiting subsection (1), in calculating how many days a particular day, act or event is before or after another day, act or event: (a) the first‑mentioned day, or the day of the first‑mentioned act or event, is to be counted; and (b) the other day, or the day of the other act or event, is not to be counted. (3) If: (a) the Corporations legislation, or an instrument made under the Corporations legislation, requires or allows a thing to be done within a specified period; and (b) the last day of the period is not a business day in the place where the thing must or may be done; then the thing may instead be done on the next day that is a business day in that place. 16 Subsection 110(1) (note 1) Omit "section 9", substitute "section 2B of the Acts Interpretation Act 1901". 17 Subsection 581(1) Omit "Judges", substitute "judges". 18 Paragraph 596D(1)(b) After "oath", insert "or affirmation". 19 Section 1020AE (note 2) Repeal the note, substitute: Note 2: For the definition of writing, see section 2B of the Acts Interpretation Act 1901. 20 Subsection 1044B(4) (definition of modifications) Repeal the definition. 21 Subsections 1057A(2) and (3) Omit "Judge", substitute "judge". Schedule 2—ALRC Financial Services Interim Report: single glossary of defined terms Part 1—Amendments Division 1—The single glossary Australian Securities and Investments Commission Act 2001 1 Subsections 5(2) and (3) Repeal the subsections, substitute: (2) Subject to this Act, Part 1.2 (Interpretation) of the Corporations Act applies for the purposes of this Act as if the provisions of this Act were provisions of that Act. Note: Part 1.2 of the Corporations Act includes the Dictionary in section 9 of that Act, so the definitions in that section apply for the purposes of this Act unless this Act otherwise provides. Corporations Act 2001 2 Before section 6 Insert: 5J Simplified outline of this Part This Part sets out the main interpretative provisions for this Act. Particular provisions of this Act may have different or additional interpretative provisions. Terms may be defined only for a particular purpose or have a different definition for different purposes. The Dictionary in section 9 includes a definition for each term that is defined in this Act, except: (a) terms that are defined for the purposes of a single section or part of a single section; and (b) terms that are defined for the purposes of Chapter 10 (transitional provisions), Schedule 2 (the Insolvency Practice Schedule) or Schedule 4 (transfer of financial institutions and friendly societies). To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning. 3 Section 7 Repeal the section, substitute: 7 Identifying defined terms (1) The Dictionary in section 9 includes a definition for each term that is defined in this Act, except: (a) a term that is defined for the purposes of a single section or part of a single section; and (b) a term that is defined for the purposes of Chapter 10 (transitional provisions) or Schedule 4 (transfer of financial institutions and friendly societies); and (c) a term that is defined for the purposes of Schedule 2 (the Insolvency Practice Schedule). In some cases, the definition is a signpost to another provision or Act which defines the term. Note 1: An example for paragraph (a) is a definition that is expressed as being for the purposes of a section or subsection. Note 2: Schedule 2 also has its own Dictionary: see section 5‑5 of Schedule 2. Subject to Schedule 2, the Dictionary in section 9 also has effect for the purposes of Schedule 2. Note 3: This Part, including the Dictionary in section 9, also has effect for the purposes of the ASIC Act: see subsection 5(2) of that Act. (2) Within a definition, the defined term is identified by bold italics. Note: This Act also uses bold italics to "tag" a concept with a label for use as a narrative device. (3) To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning. Example 1: The definition of complaint in section 9 defines the term only in Part 7.8A. The term has it its ordinary meaning in all other Parts of this Act. Example 2: The definition of participant in section 9 defines the term only in relation to a clearing and settlement facility and in relation to a financial market. The term has it its ordinary meaning when used in relation to all other persons and things. 4 Section 9 Omit "Unless the contrary intention appears", substitute "In this Act". 5 Section 9 (definition of resolution) Omit "when used in a provision outside Schedule 2". 6 Section 5‑5 of Schedule 2 (heading) Repeal the heading, substitute: 5‑5 The Dictionary Note: A number of expressions used in this Schedule are defined in section 9 of this Act. Division 2—Terms in general use Australian Securities and Investments Commission Act 2001 7 Subsection 5(1) (definition of APRA) Repeal the definition. Corporations Act 2001 8 Section 9 (at the end of the definition of act) Add: Note: See also doing an act or thing. 9 Section 9 Insert: asset has the meaning given by section 9AB. 10 Section 9 (definition of assets) Repeal the definition. 11 Section 9 (at the end of the definition of body corporate) Add: ; and (c) for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(2) (about Part 5.7 bodies). 12 Section 9 Insert: borrow includes obtain credit and: (a) in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and (b) in Part 7.7A (best interests obligations and remuneration)—borrowed has the meaning given by section 964G. 13 Section 9 (definition of borrower) Repeal the definition. 14 Section 9 (definition of carry on) Repeal the definition, substitute: carry on, in relation to a business, has a meaning affected by Division 3. 15 Section 9 (definition of cause) Repeal the definition. 16 Section 9 (definition of circulating security interest) Repeal the definition, substitute: circulating security interest means a security interest that is: (a) a PPSA security interest, if: (i) the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and (ii) the grantor (within the meaning of that Act) has title to the asset; or (b) a floating charge. Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest. 17 Section 9 Insert: client: (a) for an issue situation—has the meaning given by paragraph 1012B(2)(c); and (b) for a recommendation situation—has the meaning given by paragraph 1012A(2)(c); and (c) for a sale situation—has the meaning given by paragraph 1012C(2)(c); and (d) of a trustee company—has the meaning given by subsection 601RAB(3); and Note: See also retail client and wholesale client. 18 Section 9 (definition of director) Repeal the definition, substitute: director has the meaning given by section 9AC. 19 Section 9 Insert: disclosing entity provisions has the meaning given by section 111AR. doing an act or thing includes causing or authorising the act or thing to be done. in default: (a) an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and (b) a person who is in default, in relation to a contravention, includes a person who is involved in the contravention. 20 Section 9 (definition of interest) Repeal the definition, substitute: interest: (a) interest in relation to land includes: (i) a legal or equitable estate or interest in the land; or (ii) a right, power or privilege over, or in relation to, the land; and (b) interest in a managed investment scheme (including a notified foreign passport fund) means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not); and (c) in Part 5D.5 (limit on control of licensed trustee companies) interests of clients of a licensed trustee company—has a meaning affected by section 601VCB. 21 Section 9 Insert: in this jurisdiction or elsewhere has a meaning affected by subsection 102B(1). 22 Section 9 (definition of involved) Repeal the definition, substitute: involved: (a) in a contravention—has the meaning given by section 79; and (b) in a market licensee, CS facility licensee, derivative trade repository licensee or a benchmark administrator licensee, or in an applicant for such a licence—has the meaning given by section 853B. 23 Section 9 (definition of issue) Repeal the definition, substitute: issue: (a) issue includes: (i) in relation to interests in a managed investment scheme—make available; and (ii) otherwise—circulate, distribute and disseminate; and (b) in relation to a financial product—issue has the meaning given by section 761E. 24 Section 9 (definition of law) Repeal the definition, substitute: law: (a) law of a State or Territory means a law of, or in force in, the State or Territory; and (b) in Chapter 5D (licensed trustee companies)—law has the meaning given by section 601RAA. Note: The definition in paragraph (a) does not affect the meaning of law when used otherwise than in a phrase such as "law of a State or Territory". Examples of such a use are in the phrase "any provision of any law" in section 100A and the phrase "law of the Commonwealth" in section 156. 25 Section 9 (note to the definition of lease) Omit "in section 51 of this Act", substitute "in this section". 26 Section 9 (definition of liabilities) Repeal the definition. 27 Section 9 Insert: liability: (a) liability (except in relation to a sub‑fund of a CCIV): (i) includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective); and (ii) in relation to a CCIV—has a meaning affected by section 1233A; and (b) liabilities, in relation to a sub‑fund of a CCIV, has the meaning given by section 1233L. 28 Section 9 (definition of listed disclosing entity) Omit "subsection 111AL(1)", substitute "section 111AL". 29 Section 9 (definition of lodge) Repeal the definition, substitute: lodge: (a) means lodge with ASIC in this jurisdiction; and (b) in relation to a document lodged with ASIC in a prescribed form—has a meaning affected by subsection 350(2). 30 Section 9 Insert: number of shares, in relation to a body corporate, has a meaning affected by section 101. offer: (a) offer a security (other than a financial product) includes: (i) invite applications for the issue of the security; and (ii) invite offers to purchase the security; and (b) offer to issue or sell a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has a meaning affected by subsection 1010C(2); and (c) the person who offers a security: (i) (unless subparagraph (ii) applies) is the person who has the capacity, or who agrees, to issue or transfer the security if the offer is accepted; or (ii) for the purposes of Chapter 8 (mutual recognition of securities offers), if the offer is an offer of a kind prescribed by the regulations for the purposes of this subparagraph—is a person of a kind prescribed by the regulations for the purposes of this subparagraph; and that person is the offeror of the security. Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3). officer has the meaning given by section 9AD. 31 Section 9 Repeal the following definitions: (a) definition of officer of a corporation (other than a CCIV); (b) definition of officer of a corporation that is a CCIV; (c) definition of officer of an entity that is neither an individual nor a corporation. 32 Section 9 (definition of person) Repeal the definition, substitute: person: (a) in Division 2 of Part 2D.2—includes a superannuation fund; and (b) for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(1) (which deals with Part 5.7 bodies); and (c) in applying Chapter 7 and Part 6D.3A—has a meaning affected by section 761F (which deals with partnerships) and section 761FA (which deals with multiple trustees). 33 Section 9 Insert: possessory security interest, in relation to property, means a security interest that is: (a) a PPSA security interest in the property that is perfected by possession or control, within the meaning of the Personal Property Securities Act 2009; or (b) a lien or a pledge in relation to the property. Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest. 34 Section 9 (definition of PPSA security interest) Repeal the definition, substitute: PPSA security interest (short for Personal Property Securities Act security interest) means a security interest within the meaning of the Personal Property Securities Act 2009 and to which that Act applies, other than a transitional security interest within the meaning of that Act. Note 1: The Personal Property Securities Act 2009 applies to certain security interests in personal property: see the following provisions of that Act: (a) section 8 (interests to which the Act does not apply); (b) section 12 (meaning of security interest); (c) Chapter 9 (transitional provisions). Note 2: For the meaning of transitional security interest, see section 308 of the Personal Property Securities Act 2009. 35 Section 9 Insert: prescribed form: see section 350. 36 Section 9 (before paragraph (a) of the definition of property) Insert: (aaa) in Part 5.2 (receivers, and other controllers, of property of corporations)—has a meaning affected by section 416; and 37 Section 9 (paragraph (i) of the definition of property) Repeal the paragraph, substitute: (i) in Part 8B.5 (operation of a CCIV)—has a meaning affected by section 1233; and (j) in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A. 38 Section 9 (note to the definition of property) Omit "(a) to (h)", substitute "(a) to (i)". 39 Section 9 (definition of receiver) Repeal the definition, substitute: receiver has a meaning affected by paragraph 434D(b) (which deals with 2 or more persons appointed as receivers) and: (a) in Part 5.2 (receivers, and other controllers, of property)—has a meaning affected by section 416; and (b) in Part 5.3A (deeds of company arrangement)—has a meaning affected by section 435B; and (c) in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A. 40 Section 9 (definition of register) Repeal the definition, substitute: register: (a) register means register under this Act; and (b) register kept by ASIC under this Act has a meaning affected by subsection 1214(4) (about the Register of Passport Funds). Note: See also Business Names Register and Register of Relevant Providers. 41 Section 9 (definition of Registrar) Repeal the definition, substitute: Registrar means: (a) if only one Commonwealth body is appointed as Registrar under section 1270—that body; or (b) if more than one Commonwealth body is appointed under section 1270: (i) for a reference in a provision that relates to one or more particular functions or powers—any Commonwealth body so appointed with any of those particular functions or powers; or (ii) otherwise—any of the Commonwealth bodies appointed under section 1270. 42 Section 9 (note to the definition of retention of title clause) Repeal the note, substitute: Note: See also PPSA retention of title property and PPSA security interest. 43 Section 9 (definition of secured creditor) Repeal the definition, substitute: secured creditor: (a) of a corporation—means a creditor of the corporation, if the debt owing to the creditor is secured by a security interest; and (b) of a sub‑fund of a CCIV—means a secured creditor of the CCIV, if the debt owing to the creditor is, to any extent, a liability of the sub‑fund. 44 Section 9 (definition of secured party) Repeal the definition, substitute: secured party, in relation to a security interest, means: (a) if the security interest is a PPSA security interest—a secured party within the meaning of the Personal Property Securities Act 2009; or (b) if the security interest is not a PPSA security interest, but consists of a charge, lien or pledge in relation to the property—a chargee (including a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement), lienee or pledgee in relation to the charge, lien or pledge. Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest. 45 Section 9 (definition of security interest) Repeal the definition, substitute: security interest means: (a) a PPSA security interest; or (b) a charge, lien or pledge. 46 Section 9 Insert: shares: see number of shares. 47 Section 9 (definition of unlisted disclosing entity) Repeal the definition. 48 After section 9AA Insert: 9AB Meaning of asset (1) An asset (except in relation to a sub‑fund of a CCIV) is property, or a right, of any kind, and includes: (a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and (b) any chose in action; and (c) any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and (d) any CGT asset within the meaning of the Income Tax Assessment Act 1997. (2) The assets of a financial services licensee are all the licensee's assets (as defined in subsection (1)), whether or not the assets are used in connection with the licensee's Australian financial services licence. (3) An asset of a sub‑fund of a CCIV has the meaning given by section 1233H. 9AC Meaning of director (1) A director of a company or other body is: (a) a person who: (i) is appointed to the position of a director; or (ii) is appointed to the position of an alternate director and is acting in that capacity; regardless of the name that is given to their position; and (b) unless the contrary intention appears, a person who is not validly appointed as a director if: (i) they act in the position of a director; or (ii) the directors of the company or body are accustomed to act in accordance with the person's instructions or wishes (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors or the corporation). Note: Examples of provisions for which a person would not be a director because of paragraph (b) of this subsection include: (a) section 205B (notice to ASIC of change of address); and (b) section 249C (power to call meetings of a company's members); and (c) subsection 251A(3) (signing minutes of meetings). (2) In Part 5.1 (arrangements and reconstructions), the meaning of directors (as defined in subsection (1)) is affected by section 410. 9AD Meaning of officer (1) An officer of a corporation (other than a CCIV) is: (a) a director or secretary of the corporation; or (b) a person: (i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or (ii) who has the capacity to affect significantly the corporation's financial standing; or (iii) in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors or the corporation); or (c) a receiver, or receiver and manager, of the property of the corporation; or (d) an administrator of the corporation; or (e) an administrator of a deed of company arrangement executed by the corporation; or (f) a restructuring practitioner for the corporation; or (g) a restructuring practitioner for a restructuring plan made by the corporation; or (h) a liquidator of the corporation; or (i) a trustee or other person administering a compromise or arrangement made between the corporation and someone else. Note: Section 201B contains rules about who can be a director of a corporation. (2) An officer of a corporation that is a CCIV has the meaning given by section 1224B. (3) An officer of an entity that is neither an individual nor a corporation is: (a) if the entity is a partnership—a partner in the partnership; or (b) if the entity is an unincorporated association—an office holder of the unincorporated association; or (c) in any case—a person: (i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or (ii) who has the capacity to affect significantly the entity's financial standing. 49 Section 9C Repeal the section. 50 At the end of section 21 Add: (4) In working out whether someone carries on a financial services business disregard paragraph (3)(e). Note: See also section 911D for when a financial services business is taken to be carried on in this jurisdiction. 51 Division 6A of Part 1.2 (heading) Repeal the heading, substitute: Division 7—Meaning of some other expressions 52 Sections 51 to 51E Repeal the sections. 53 Division 6B of Part 1.2 (heading) Repeal the heading. 54 Division 7 of Part 1.2 (heading) Repeal the heading. 55 Section 52 Repeal the section. 56 Section 53 (heading) Repeal the heading, substitute: 53 Meaning of affairs—body corporate other than a CCIV 57 Section 53AAA (heading) Repeal the heading, substitute: 53AAA Meaning of affairs—CCIV 58 Section 53AA (heading) Repeal the heading, substitute: 53AA Meaning of business affairs—body corporate 59 Section 53AB (heading) Repeal the heading, substitute: 53AB Meaning of business affairs—natural person 60 Section 53AC (heading) Repeal the heading, substitute: 53AC Meaning of business affairs—partnership 61 Section 53AD (heading) Repeal the heading, substitute: 53AD Meaning of business affairs—trust 62 Section 79 Omit "involved", substitute "involved". 63 Section 83 Repeal the section. 64 Paragraph 92(1)(f) Omit "(as defined in Chapter 7)", substitute "(as defined in section 761D)". 65 Subsection 92(1) (note) Omit "paragraph (d) of the definition of security in section 761A", substitute "paragraph (5)(d) of this section". 66 Paragraphs 92(2)(e) and (2A)(f) Omit "(as defined in Chapter 7)", substitute "(as defined in section 761D)". 67 Subsection 92(3) After "6CA (inclusive)", insert "and Part 8B.7". 68 Paragraph 92(3)(g) Omit "(as defined in Chapter 7)", substitute "(as defined in section 761D)". 69 Subsection 92(4) Repeal the subsection, substitute: (4) In Chapter 6D, securities has the meaning given by section 700. Note: However, in Chapter 6D, securities does not include securities in a CCIV: see section 1240G. (5) In Chapter 7 (except Part 7.11), security means: (a) a share in a body; or (b) a debenture of a body; or (c) a legal or equitable right or interest in a security covered by paragraph (a) or (b); or (d) an option to acquire, by way of issue, a security covered by paragraph (a), (b) or (c); or (e) a right (whether existing or future and whether contingent or not) to acquire, by way of issue, the following under a rights issue: (i) a security covered by paragraph (a), (b), (c) or (d); (ii) a managed investment product; (iii) a foreign passport fund product; (iv) an interest or right covered by paragraph 764A(ba); or (f) a CGS depository interest; or (g) a simple corporate bonds depository interest; but does not include an excluded security or a foreign passport fund product. (6) In Part 7.11, security means: (a) a security as defined in subsection (5); or (b) a managed investment product; or (c) a foreign passport fund product. (7) In Chapter 8, securities means: (a) a share in a body; or (b) a debenture of a body; or (c) an interest in a managed investment scheme; or (d) a legal or equitable right or interest in a security or interest covered by paragraph (a), (b) or (c); or (e) an option to acquire, by way of issue, an interest or right covered by paragraph (a), (b), (c) or (d). 70 Section 106 Repeal the section. 71 Division 2 of Part 1.2A (heading) Repeal the heading, substitute: Division 2—Meaning of disclosing entity and related terms 72 Section 111AB Repeal the section. 73 Section 111AL Repeal the section, substitute: 111AL Meaning of listed disclosing entity A disclosing entity is a listed disclosing entity if all or any ED securities of the entity are quoted ED securities. 74 Subsection 111AR(1) Omit "For the purposes of this Division, the", substitute "The". 75 Paragraph 5.4 of the small business guide in Part 1.5 Omit "83,". 76 Section 328A (note) Omit "(see section 83). Section 79 defines involved", substitute ": see the definitions of in default and involved in section 9". 77 Subsection 328B(2) (note) Omit "(see section 83). Section 79 defines involved", substitute ": see the definitions of in default and involved in section 9". 78 Subsection 442B(1) (note 1) Repeal the note, substitute: Note 1: A circulating security interest can be either a PPSA security interest to which a circulating asset has attached or a floating charge: see the definition of circulating security interest in section 9. 79 Paragraph 700(1)(a) Repeal the paragraph, substitute: (a) a security as defined in paragraph 92(5)(e) or (f); or 80 Subsections 700(2) and (3) Repeal the subsections. 81 Subsections 910B(1) and (2) Omit "Control", substitute "In this Part, control". 82 Section 963A (note) Omit "(see section 52)", substitute ": see the definition of doing in section 9". 83 Subsection 963B(1) (note) Omit ", because of section 52 of this Act,". 84 Subsection 1010A(2) (note) Omit "within the meaning of section 761A", substitute "as defined in subsection 92(5)". 85 Subsection 1240H(5) Repeal the subsection, substitute: (5) For the purposes of subsection (2), a security referred to in paragraph 95(c) or (d) is taken to be referable to the sub‑fund of the CCIV to which the relevant security covered by paragraph 95(a) or (b) is, or would be, referable. Note: For example, an option to acquire by way of issue a share in a CCIV (covered by paragraph 95(d)) is referable to the sub‑fund of the CCIV to which the share (covered by paragraph 95(a)) is referable. 86 Paragraph 1240H(6)(a) Repeal the paragraph, substitute: (a) subsection 700(4); Division 3—Terms relating to companies and audited bodies Corporations Act 2001 87 Section 9 (definition of annual transparency report) Repeal the definition, substitute: annual transparency report means a report required by section 332A. 88 Section 9 Insert: auditor's report means: (a) an auditor's report on an annual financial report required by section 308; or (b) an auditor's report on a half‑year financial report required by section 309. chief executive function has the meaning given by section 295A. chief financial officer function has the meaning given by section 295A. conflict of interest situation, in Chapter 2M (financial reports and audit), has the meaning given by section 324CD. corporate responsibility provision has the meaning given by section 188. directors' report means: (a) an annual directors' report required by section 292; or (b) a half‑year directors' report required by section 302. equal reduction has the meaning given by subsection 256B(2). 89 Section 9 (definition of financial benefit) Repeal the definition, substitute: financial benefit: see giving a financial benefit. 90 Section 9 (definition of financial report) Repeal the definition, substitute: financial report means: (a) an annual financial report required by or under section 292, 293, 294, 294A or 294B; or (b) a half‑year financial report required by section 302. 91 Section 9 Insert: giving a financial benefit has a meaning that is affected by section 229. 92 Section 9 Insert: independent person, in Part 2G.7 (independent reports on polls), has the meaning given by section 253UA. 93 Section 9 (subparagraph (a)(ii) of the definition of play a significant role) Omit "audit report", substitute "auditor's report". 94 Section 9 Insert: replaceable rule: see section 135. selective reduction has the meaning given by subsection 256B(2). Note: For the purposes of applying this definition to an MCI mutual entity, see subsection 258G(2). shareholder: (a) in Part 2J.1 (share capital reductions and share buy‑backs)—has a meaning affected by section 258G (about MCI mutual entities); and (b) in Part 2J.3 (transactions affecting share capital)—has a meaning affected by section 260DA (about MCI mutual entities). spill meeting has the meaning given by subsection 250V(1). spill resolution has the meaning given by subsection 250V(1). 95 Section 179 Repeal the section, substitute: 179 Simplified outline of this Part This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of corporations. Other duties are imposed by other provisions of this Act and other laws (including the general law). Note: For a CCIV there are additional duties, see Divisions 2 and 3 of Part 8B.3. The officers of a corporation include, as well as its directors and secretaries, some other people who manage the corporation or its property (such as receivers and liquidators). Note: For the definitions of director and officer, see sections 9AC and 9AD. 96 Subsection 208(1) (notes 1, 2 and 3) Repeal the notes, substitute: Note 1: For the criminal liability of a person dishonestly involved in a contravention of this subsection, see subsection 209(3). Note 2: This section applies to a CCIV in a modified form: see section 1227A. 97 Subsection 229(1) Omit "this Chapter", substitute "this Act". 98 Paragraph 250RA(1)(a) Omit "audit report", substitute "auditor's report". 99 Paragraph 250RA(3)(c) Omit "audit report", substitute "auditor's report". 100 Subparagraph 307B(1)(c)(i) Omit "audit report", substitute "auditor's report". 101 Subparagraph 307B(3)(b)(i) Omit "audit report", substitute "auditor's report". 102 Subparagraph 307C(5)(a)(i) Omit "audit report", substitute "auditor's report". 103 Subsection 324CH(1) (table items 8 and 9) Omit "audit report", substitute "auditor's report". 104 Subsection 332A(2) Omit "annual transparency report", substitute "annual transparency report". 105 Subsection 336(4) Omit "audit report", substitute "auditor's report". 106 Section 601LC (note to subsection 208(1)) Repeal the note. 107 Subsection 601SCD(3) (definition of financial benefit) Repeal the definition. Division 4—Terms relating to external administration and property Corporations Act 2001 108 Section 9 Insert: appropriate officer, in Part 5.8 (offences), has the meaning given by subsection 589(5). 109 Section 9 (definition of eligibility criteria) (first occurring) Repeal the definition, substitute: eligibility criteria: (a) for restructuring a company—has the meaning given by section 453C; and (b) for the simplified liquidation process—has the meaning given by section 500AA. 110 Section 9 (definition of eligibility criteria) (second occurring) Repeal the definition. 111 Section 9 Insert: eligible unsecured creditor has the meaning given by section 579Q. employee of a company, in Part 5.8A (employee entitlements), has the meaning given by subsections 596AA(4) and (5). 112 Section 9 Insert: section 486B warrant means a warrant issued under section 486B. section 513CA day has the meaning given by section 513CA. 113 Section 9 Insert: triggering event has the meaning given by section 500AAA. 114 Section 416 Repeal the section, substitute: 416 Meaning of property and receiver In this Part: property, in relation to a corporation, means property: (a) in the case of a company—in Australia or outside Australia; or (b) in the case of a registered foreign company—in this jurisdiction or an external Territory; or (c) in the case of a registrable Australian body—in this jurisdiction but outside the body's place of origin. Note: See section 9 (definition of property). receiver, in relation to property of a corporation, includes a receiver and manager. 115 After paragraph 422(1)(a) Insert: (aa) if the corporation is a registered foreign company—a past or present local agent of the corporation may have been guilty of an offence in relation to the corporation; or 116 After paragraph 422(3)(a) Insert: (aa) that a past or present local agent of a corporation: (i) that is a registered foreign company; and (ii) in respect of property of which a receiver has been appointed; has been guilty of an offence in relation to the corporation; or 117 After subparagraph 422(4)(b)(i) Insert: (ia) if the corporation is a registered foreign company—a past or present local agent of the corporation has been guilty of an offence in relation to the corporation; or 118 Section 429 (heading) Omit "Officers", substitute "Reporting officers". 119 After paragraph 430(1)(a) Insert: (aa) if the corporation is a registered foreign company—persons who are past or present local agents of the corporation; 120 At the end of subsection 430(1) Add: ; (e) if the corporation is a registered foreign company—persons who: (i) are present local agents of another corporation and that other corporation is an officer of the corporation or a past or present local agent of the corporation; or (ii) have been, within one year before the control day, local agents of another corporation and that other corporation is an officer of the corporation or a past or present local agent of the corporation. 121 Section 435B Repeal the section, substitute: 435B Meaning of property and receiver In this Part: property of a company includes any PPSA retention of title property of the company. Note: See sections 9 (definition of property) and 51F (PPSA retention of title property). An extended definition of property applies in subsection 444E(3): see subsection 444E(4). receiver includes a receiver and manager. 122 Section 452B Repeal the section, substitute: 452B Meaning of property In this Part: property of a company includes any PPSA retention of title property of the company. Note: See sections 9 (definition of property) and 51F (PPSA retention of title property). 123 Section 465 (heading) Repeal the heading, substitute: 465 Meaning of property 124 Section 489F Repeal the section, substitute: 489F Meaning of property In this Part: property of a company includes PPSA retention of title property, if the security interest in the property is vested in the company because of the operation of any of the following provisions: (a) section 267 or 267A of the Pers