An Act to apply certain provisions of laws of the Commonwealth relating to corporations, the securities industries and the futures industry as laws of Queensland and for other purposes
(1)This Act may be cited as the Corporations (Queensland) Act 1990.(2)The purposes of this Act are—(a)to apply certain provisions of the Corporations Act 1989 (Cwlth) and the Australian Securities and Investments Commission Act 1989 (Cwlth) and of regulations under those Acts as laws of Queensland; and(b)to apply certain other laws of the Commonwealth as laws of Queensland for the purpose of the administration and enforcement of the law relating to corporations, the securities industry, the futures industry and some other matters.s 1 amd 2000 No. 12 s 3 sch
(1)In this Act—applicable provision, in relation to a jurisdiction, means a provision of—(a)the Corporations Law, or Corporations Regulations, of that jurisdiction; or(b)the ASIC Law, or ASIC Regulations, of that jurisdiction; or(c)in the case of the Capital Territory—a Commonwealth law as applying, of its own force or because of another Commonwealth law, in relation to—(i)an offence against; or(ii)an act, matter or thing arising under or in respect of;a provision that, because of any other application or applications of this definition, is an applicable provision of the Capital Territory or any other jurisdiction; or
(d)in the case of a jurisdiction other than the Capital Territory—a Commonwealth law as applying, because of a law of that jurisdiction, in relation to—(i)an offence against; or(ii)an act, matter or thing arising under or in respect of;a provision that, because of any other application or applications of this definition, is an applicable provision of that or any other jurisdiction.
s 3 def applicable provision amd 2000 No. 12 s 3 sch
ASC Act ...s 3 def ASC Act om 2000 No. 12 s 3 sch
ASIC Act means the Australian Securities and Investments Commission Act 1989 (Cwlth).s 3 def ASIC Act ins 2000 No. 12 s 3 sch
ASIC Law has the meaning given by part 11.s 3 def ASIC Law amd 2000 No. 12 s 3 sch
ASIC Law of Queensland means the provisions applying by reason of section 58.s 3 def ASIC Law of Queensland amd 2000 No. 12 s 3 sch
ASIC Regulations has the meaning given by part 11.s 3 def ASIC Regulations amd 2000 No. 12 s 3 sch
ASIC Regulations of Queensland means the provisions applying by reason of section 59.s 3 def ASIC Regulations of Queensland amd 2000 No. 12 s 3 sch
authority, in relation to the Commonwealth, has the same meaning as in the Corporations Act, part 8.Capital Territory means the Australian Capital Territory and the Jervis Bay Territory.commission means the Australian Securities and Investments Commission established by the ASIC Act, section 7.s 3 def commission sub 2000 No. 12 s 3 sch
Commonwealth administrative laws means the following—(a)the Administrative Appeals Tribunal Act 1975 (Cwlth), excluding part IVA;(b)the Freedom of Information Act 1982 (Cwlth);(c)the Ombudsman Act 1976 (Cwlth);(d)the Privacy Act 1988 (Cwlth);and the provisions of the regulations in force for the time being under those Acts.s 3 def Commonwealth administrative laws amd 1991 No. 62 s 4 (1); 2001 No. 27 s 13 (3)–(4)
Commonwealth authority means an authority or body (whether incorporated or not) that is established or continued in existence by or under an Act of the Commonwealth.s 3 def Commonwealth authority ins 2001 No. 27 s 13 (2)
Commonwealth law means any of the written or unwritten laws of the Commonwealth, including laws about the exercise of prerogative powers, rights and privileges, other than the Corporations Law of the Capital Territory, the ASIC Law of the Capital Territory or provisions prescribed, for the purposes of the definition of “Commonwealth law” in the Corporations Act, section 4, by regulations under the Corporations Act, section 73.s 3 def Commonwealth Law amd 2000 No. 12 s 3 sch
Commonwealth Minister has the meaning given to “the Minister” by the Corporations Law, section 80A(2).cooperative scheme law has the meaning given by section 84.Corporations Act means the Corporations Act 1989 (Cwlth).Corporations Law has the meaning given by part 3.Corporations Law of Queensland means the provisions applying by reason of section 7.Corporations Regulations has the meaning given by part 3.Corporations Regulations of Queensland means the provisions applying by reason of section 8.corresponding law means—(a)an Act of a jurisdiction (other than Queensland) that corresponds to this Act; or(b)regulations made under such an Act; or(c)the Corporations Law, Corporations Regulations, ASIC Law, or ASIC Regulations, or any other applicable provision, of such a jurisdiction; or(d)rules of court made because of such an Act.s 3 def corresponding law amd 2000 No. 12 s 3 sch
Family Court ...s 3 def Family Court ins 1991 No. 62 s 4 (2)
om 2001 No. 27 s 13 (1)
Federal Court means the Federal Court of Australia.s 3 def Federal Court ins 1991 No. 62 s 4 (2)
Full Court, in relation to a Supreme Court of a State or Territory, includes any court of the State or Territory to which appeals lie from a single judge of that Supreme Court.jurisdiction means a State or the Capital Territory.law, in relation to the Capital Territory, means a law of or in force in the Capital Territory.Minister for this jurisdiction means the Minister for the time being charged with the administration of this Act and includes a Minister who, for the time being, is performing the duties of the Minister.modifications includes additions, omissions and substitutions.national scheme law has the meaning given by section 60.national scheme law of this jurisdiction means—(a)this Act; or(b)the Corporations Law of Queensland; or(c)the ASIC Law of Queensland.s 3 def national scheme law of this jurisdiction amd 2000 No. 12 s 3 sch
NCSC means the National Companies and Securities Commission.officer, in relation to the Commonwealth, has the same meaning as in the Corporations Act, part 8.officer of the Commonwealth has the same meaning as in section 75(v) of the Constitution of the Commonwealth.s 3 def officer of the Commonwealth ins 2001 No. 27 s 13 (2)
State includes the Northern Territory.State Family Court, in relation to a State, means a court of that State to which the Family Law Act 1975 (Cwlth), section 41 applies because of a proclamation made under section 41(2) of that Act.s 3 def State Family Court ins 1991 No. 62 s 4 (2)
Territory does not include the Northern Territory.this jurisdiction means Queensland.(2)In this Act, a reference to a Commonwealth Act includes a reference to—(a)that Commonwealth Act as amended and in force for the time being; and(b)an Act passed in substitution for that Act.
For the purposes of the national scheme laws of this jurisdiction, the Jervis Bay Territory is taken to be part of the Australian Capital Territory.
5This Act and applicable provisions of Queensland not to be affected by later State laws
(1)An Act enacted, or an instrument made under an Act, after the commencement of this section is not to be interpreted as amending or repealing, or otherwise altering the effect or operation of, this Act or the applicable provisions of Queensland.(2)Subsection (1) does not affect the interpretation of an Act, or of an instrument made under an Act, so far as that Act provides expressly for that Act or instrument, as the case may be, to have effect despite a specified provision, or despite any provision, of this Act or the applicable provisions of Queensland.
6Operation of other Queensland laws
Except as otherwise provided in this Act, nothing in this Act or the applicable provisions of Queensland affects the operation after the commencement of this section of an Act enacted before that commencement or of an instrument made under such an Act.
7Application in Queensland of the Corporations Law
The Corporations Law set out in the Corporations Act, section 82 as in force immediately before the repeal of that section—(a)applies as a law of Queensland; and(b)as so applying, may be referred to as the Corporations Law of Queensland.s 7 amd 2001 No. 45 s 29 sch 2
(1)The regulations in force, immediately before the repeal of the Corporations Act, under section 22 of that Act—(a)apply as regulations in force for the purposes of the Corporations Law of Queensland; and(b)as so applying, may be referred to as the Corporations Regulations of Queensland.(2)Subject to subsection (3) of this section, where regulations under the Corporations Act, section 22 take effect from a specified day that is earlier than the day when they are notified in the Commonwealth of Australia Gazette under the Acts Interpretation Act 1901 (Cwlth), section 48(1), subsection (1) of this section has effect, and is taken always to have had effect, as if those regulations had taken effect under the Corporations Act from the specified day.(3)To the extent that a provision of the Corporations Regulations of Queensland is taken because of a particular application of subsection (2) to have effect, or to have had effect, before the day of notification of the regulations referred to in that subsection, the provision does not operate so as to—(a)affect a private person’s rights as at that day so as to disadvantage that person; or(b)impose a liability on a private person in respect of anything done or omitted to be done before that day.(4)In subsection (3)—private person means a person other than—(a)the Commonwealth, a State or the Capital Territory; or(b)an authority of the Commonwealth, of a State or of the Capital Territory.(5)Subsection (3) does not affect any other operation that the provision has because of subsection (2) or otherwise.s 8 amd 2001 No. 45 s 29 sch 2
9Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of Queensland
In the Corporations Law, and the Corporations Regulations, of Queensland—the Minister for this jurisdiction means the Minister for the time being charged with the administration of this Act and includes a Minister who, for the time being, is performing the duties of the Minister.this jurisdiction means Queensland.
(1)Subject to the Corporations Law of Queensland, part 1.2, the Acts Interpretation Act 1901 (Cwlth) as in force at the commencement of the Corporations Act, section 8, applies as a law of Queensland in relation to the Corporations Law, and the Corporations Regulations, of Queensland and any instrument made, granted or issued under that Law or those regulations (other than application orders under section 111A of that Law) and so applies as if that Law were an Act of the Commonwealth and those regulations or instruments were regulations or instruments made under such an Act.(2)The Acts Interpretation Act 1954 does not apply in relation to the Corporations Law, or the Corporations Regulations, of Queensland or an application order or any other instrument made, granted or issued under that Law or those regulations.
11Simpler citation of Corporations Law, and Corporations Regulations, of Queensland
(1)The Corporations Law of Queensland may be referred to simply as the Corporations Law.(2)The Corporations Regulations of Queensland may be referred to simply as the Corporations Regulations.(3)This section has effect subject to section 13.
12References to Corporations Law, and Corporations Regulations, of other jurisdictions
(1)This section has effect for the purposes of an Act, a law of Queensland or an instrument made under an Act or under such a law.(2)Where a law of a jurisdiction other than Queensland that corresponds to section 7 of this Act provides that the Corporations Law set out in the Corporations Act, section 82 applies as law of that jurisdiction, the Corporations Law of that jurisdiction is the Corporations Law so set out, applying as law of that jurisdiction.(3)Where a law of a jurisdiction other than Queensland that corresponds to section 8 of this Act provides that the regulations under the Corporations Act, section 22 apply for the purposes of the Corporations Law of that jurisdiction, the Corporations Regulations of that jurisdiction are those regulations as so applying.s 12 amd 2001 No. 45 s 29 sch 2
13References to Corporations Law and Corporations Regulations
(1)The object of this section is to help ensure that the Corporations Law of Queensland operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than Queensland, constituted a single national Corporations Law applying of its own force throughout Australia.(2)Subject to this section, a reference in an instrument to the Corporations Law, or to the Corporations Regulations, is to be taken, for the purposes of the laws of Queensland—(a)to be a reference to the Corporations Law, or to the Corporations Regulations, of Queensland; and(b)to include a separate reference to the Corporations Law, or to the Corporations Regulations, of each jurisdiction other than Queensland.(3)Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.(4)Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the Corporations Law, or to the Corporations Regulations, of a jurisdiction.(5)In this section—instrument means—(a)an Act or an instrument made under an Act; or(b)a law of Queensland or an instrument made under such a law; or(c)an award or other industrial determination or order, or an industrial agreement; or(d)any other order (whether executive, judicial or otherwise); or(e)a notice, certificate or licence; or(f)an agreement; or(g)an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or(h)an indictment, presentment, summons or writ; or(i)any other pleading in, or process issued in connection with, a legal or other proceeding; or(j)any other document whatever.
To avoid doubt, a reference in this part 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.
15Corporations Law of Queensland
(1)Chapter 5 (except part 5.8) of the Corporations Law of Queensland binds the Crown not only in right of the State of Queensland but also, so far as the legislative power of the Parliament permits, the Crown in right of the Commonwealth, of each of the other States, of the Capital Territory, of the Northern Territory and of Norfolk Island.(2)To avoid doubt, the Corporations Law of Queensland, chapter 7 does not bind the Crown in right of the State of Queensland, of the Commonwealth, of any other State, of the Capital Territory, of the Northern Territory or of Norfolk Island.(3)The Corporations Law of Queensland, chapters 6 to 6D—(a)bind the Commonwealth as far as the legislative power of the Parliament permits; and(b)do not bind the State, the other States or Norfolk Island.s 15 amd 2000 No. 12 s 4
16Corporations Law of other jurisdictions
Chapter 5 (except part 5.8) of the Corporations Law of each jurisdiction other than Queensland binds the Crown in right of the State of Queensland.
17Crown not liable to prosecution
Nothing in this part, or in the Corporations Law, renders the Crown in any right liable to be prosecuted for an offence.
18This part overrides the prerogative
Where, because of this part, a provision of a law of another jurisdiction binds the Crown in right of the State of Queensland, the Crown in that right is subject to that provision despite any prerogative right or privilege.
19Commonwealth Minister to obtain consent of State Minister
Despite part 1.3 of the Corporations Law of Queensland and section 20 of this Act, the Commonwealth Minister may only make an order under section 111A of that Law, or that section as applying because of section 20 of this Act, with the consent of the Minister for this jurisdiction.
20Application orders for ASIC Law
Part 1.3 of the Corporations Law of Queensland applies for the purposes of the ASIC Law of Queensland as if the provisions of the ASIC Law of Queensland were provisions of the Corporations Law of Queensland.s 20 amd 2000 No. 12 s 3 sch
22Fees (including taxes) for chargeable matters
This section imposes the fees (including fees that are taxes) that the Corporations Regulations of Queensland prescribe.
23Contributions and levies for fidelity funds of securities exchanges
(1)This section imposes—(a)the contribution payable under the Corporations Law of Queensland, section 902(1) by a person who wishes to be admitted to membership of a securities exchange, or to a partnership in a member firm recognised by a securities exchange; and(b)the annual contribution payable under section 902(2) of that Law by a member of a securities exchange; and(c)any levy payable under section 904 of that Law by a member of a securities exchange.(2)An expression has in subsection (1) the meaning it would have if this section were in the Corporations Law of Queensland, part 7.9.
24Levies for national guarantee fund
This section imposes any levy that is payable under the Corporations Law of Queensland, section 938, 940 or 941.
25Contributions and levies for fidelity funds of futures organisations
(1)This section imposes—(a)the contribution payable under the Corporations Law of Queensland, section 1234(1) by a person who wishes to be admitted to membership of a futures organisation; and(b)the annual contribution payable under section 1234(2) of that Law by a contributing member of a futures organisation; and(c)any levy payable under section 1235 of that Law by a contributing member of a futures organisation.(2)An expression has in subsection (1) the meaning it would have if this section were in the Corporations Law of Queensland, part 8.6.
The object of this part is to help ensure that—(a)the Corporations Law of Queensland, and the Corporations Law of each jurisdiction other than Queensland, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth; and(b)the ASIC Law of Queensland, and the ASIC Law of each jurisdiction other than Queensland, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth.s 26 amd 2000 No. 12 s 3 sch
(1)This part has effect subject to this Act (in particular part 9), the Corporations Law of Queensland and the ASIC Law of Queensland.(2)Nothing in this part limits the generality of anything else in it.s 27 amd 2000 No. 12 s 3 sch
(1)The object of this division is to further the object of this part by providing—(a)for an offence against an applicable provision of Queensland to be treated as if it were an offence against a law of the Commonwealth; and(b)for an offence against an applicable provision of another jurisdiction to be treated in Queensland as if it were an offence against a law of the Commonwealth.(2)The purposes for which an offence is to be treated as mentioned in subsection (1) include, for example (but without limitation)—(a)the investigation and prosecution of offences; and(b)the arrest, custody, bail, trial and conviction of offenders or persons charged with offences; and(c)proceedings relating to a matter referred to in paragraph (a) or (b); and(d)appeals and review relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c); and(e)the sentencing, punishment and release of persons convicted of offences; and(f)fines, penalties and forfeitures; and(g)liability to make reparation in connection with offences; and(h)proceeds of crime; and(i)spent convictions.
29Application of Commonwealth laws in relation to offences against applicable provisions
(1)The Commonwealth laws apply as laws of Queensland in relation to an offence against the applicable provisions of Queensland as if those provisions were laws of the Commonwealth and were not laws of Queensland.(2)For the purposes of a law of Queensland, an offence against the applicable provisions of Queensland—(a)is taken to be an offence against the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and(b)is taken not to be an offence against the laws of Queensland.(3)Subsection (2) has effect for the purposes of a law of Queensland except as prescribed by regulations under section 80.
30Application of Commonwealth laws in relation to offences against applicable provisions of other jurisdictions
(1)The Commonwealth laws apply as laws of Queensland in relation to an offence against the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that other jurisdiction.(2)For the purposes of a law of Queensland, an offence against the applicable provisions of another jurisdiction—(a)is taken to be an offence against the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and(b)is taken not to be an offence against the laws of that jurisdiction.(3)Subsection (2) has effect for the purposes of a law of Queensland except as prescribed by regulations under section 80.(4)This section does not require, prohibit, empower, authorise or otherwise provide for, the doing of an act outside Queensland.s 30 amd 1991 No. 62 s 5
31Functions and powers conferred on Commonwealth authorities
(1)A Commonwealth law applying because of section 29 that confers on an officer or authority of the Commonwealth a function or power in relation to an offence against the applicable provisions of the Capital Territory also confers on the officer or authority the same function or power in relation to an offence against the corresponding applicable provision of Queensland.(2)A Commonwealth law applying because of section 30 that confers on an officer or authority of the Commonwealth a function or power in relation to an offence against an applicable provision of the Capital Territory also confers on the officer or authority the same function or power in relation to an offence against the corresponding applicable provision of another jurisdiction.(3)The function or power referred to in subsection (2) may only be performed or exercised in Queensland.(4)In performing a function or exercising a power conferred by subsection (1) or (2), an officer or authority of the Commonwealth must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an offence against the corresponding applicable provision of the Capital Territory.(5)A Commonwealth law applying because of section 29 or 30 applies as if it did not contain any provision empowering a Minister of State for the Commonwealth to give any directions in relation to the performance of a function or the exercise of a power conferred by subsection (1) or (2).s 31 amd 2001 No. 45 s 29 sch 2
32Reference in Commonwealth law to a provision of another law
A reference in a Commonwealth law to a provision of that or another Commonwealth law is taken, for the purposes of section 29 or 30, to be a reference to that provision as applying because of that section.
s 33 om 2001 No. 45 s 29 sch 2
The object of this division is to further the object of this part by providing that the Commonwealth administrative laws—(a)apply to the applicable provisions of Queensland; and(b)apply, in Queensland, to the applicable provisions of another jurisdiction;as if the applicable provisions were those of the Capital Territory.
35Application of Commonwealth administrative laws in relation to applicable provisions
(1)The Commonwealth administrative laws apply as laws of Queensland in relation to any act, matter or thing arising under or in respect of the applicable provisions of Queensland as if those provisions were laws of the Commonwealth and were not laws of Queensland.(2)For the purposes of a law of Queensland, an act, matter or thing arising under or in respect of the applicable provisions of Queensland—(a)is taken to be an act, matter or thing arising under or in respect of the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and(b)is taken not to be an act, matter or thing arising under or in respect of the laws of Queensland.(3)Subsection (2) has effect for the purposes of a law of Queensland except as prescribed by regulations under section 80.
36Application of Commonwealth administrative laws in relation to applicable provisions of other jurisdictions
(1)The Commonwealth administrative laws apply as laws of Queensland in relation to any act, matter or thing arising under or in respect of the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that jurisdiction.(2)For the purposes of a law of Queensland, an act, matter or thing arising under or in respect of the applicable provisions of another jurisdiction—(a)is taken to be an act, matter or thing arising under or in respect of the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and(b)is taken not to be an act, matter or thing arising under or in respect of the laws of that jurisdiction.(3)Subsection (2) has effect for the purposes of a law of Queensland except as prescribed by regulations under section 80.(4)This section does not require, prohibit, empower, authorise or otherwise provide for the doing of an act outside Queensland.
36AConstruction of references to part IVA of Commonwealth AAT Act
For the purposes of sections 35 and 36, a reference in a provision of the Administrative Appeals Tribunal Act 1975 (Cwlth) (as that provision applies as a law of this jurisdiction) to the whole or any part of part IVA of that Act is taken to be a reference to the whole or any part of that part as it has effect as a law of the Commonwealth.s 36A ins 2001 No. 27 s 14
37Functions and powers conferred on Commonwealth authorities
(1)A Commonwealth administrative law applying because of section 35 that confers on an officer or authority of the Commonwealth a function or power in relation to an act, matter or thing arising under or in respect of an applicable provision of the Capital Territory also confers on the officer or authority the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of Queensland.(2)A Commonwealth administrative law applying because of section 36 that confers on an officer or authority of the Commonwealth a function or power in relation to an act, matter or thing arising under or in respect of an applicable provision of the Capital Territory also confers on the officer or authority the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of another jurisdiction.(3)The function or power referred to in subsection (2) may only be performed or exercised in Queensland.(4)In performing a function or exercising a power conferred by subsection (1) or (2), an officer or authority of the Commonwealth must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of the Capital Territory.(5)A Commonwealth law applying because of section 35 or 36 applies as if it did not contain any provision empowering a Minister of State for the Commonwealth to give any directions in relation to the performance of a function or the exercise of a power conferred by subsection (1) or (2).s 37 amd 2001 No. 45 s 29 sch 2
38Reference in Commonwealth administrative law to a provision of another law
A reference in a Commonwealth administrative law to a provision of that or another Commonwealth administrative law is taken for the purposes of section 35 or 36, to be a reference to that provision as applying because of that section.
s 39 om 2001 No. 45 s 29 sch 2
(1)This division provides in relation to—(a)the jurisdiction of courts in respect of civil matters arising under the Corporations Law of Queensland; and(b)the jurisdiction of the courts of Queensland in respect of civil matters arising under the Corporations Law of another State or the Capital Territory; and(c)the jurisdiction of courts in respect of matters arising under the Administrative Decisions (Judicial Review) Act 1977 (Cwlth) involving or related to decisions made under the Corporations Law of a State or the Capital Territory by Commonwealth authorities and officers of the Commonwealth; and(d)the jurisdiction of courts in civil matters in respect of decisions made by officers of the Commonwealth to prosecute persons for offences against the Corporations Law of a State or the Capital Territory and related criminal justice process decisions;and so provides to the exclusion of the Jurisdiction of Courts (Cross-vesting) Act 1987.
(2)Nothing in this division affects any other jurisdiction of any court.s 40 amd 1995 No. 26 s 4; 2001 No. 27 s 15
(1)In this division—civil matter means a matter other than a criminal matter.s 41 def civil matter ins 1995 No. 26 s 5
Corporations Law has the extended meaning given by subsection (2).s 41 def Corporations Law ins 1995 No. 26 s 5
judgment means a judgment, decree or order, whether final or interlocutory.lower court means a court of a State or Territory that is not a superior court.s 41 def lower court ins 1995 No. 26 s 5
superior court means the Supreme Court of a State or Territory or a State Family Court.s 41 def superior court ins 1995 No. 26 s 5
sub 2001 No. 27 s 16 (1)–(2)
superior court matter means a civil matter the Corporations Law clearly intends (for example, by use of the Court) to be dealt with only by a superior court.s 41 def superior court matter ins 1995 No. 26 s 5
(2)In this division—(a)a reference to the Corporations Law of Queensland includes a reference to—(i)the Corporations Regulations of Queensland; and(ii)the ASIC Law of Queensland; and(iii)the ASIC Regulations of Queensland; and(iv)any other applicable provisions (as defined in section 3) of Queensland; and(v)this Act; and(vi)regulations made under this Act; and(vii)rules of court made by the Supreme Court of Queensland because of a provision of this Act; and(viii)rules of court applied by the Supreme Court of another State, or of the Capital Territory, or a State Family Court of another State, when exercising jurisdiction conferred by this division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and(b)a reference to the Corporations Law of another State or of the Capital Territory is a reference to the Corporations Law of that other State or of the Capital Territory within the meaning of the law of that other State or the Capital Territory corresponding to this division.s 41 amd 1991 No. 62 s 6 (1); 2000 No. 12 s 3 sch; 2001 No. 27 s 16 (3)–(4)
42Jurisdiction of State and Territory Supreme Courts
(1)Subject to the Administrative Decisions (Judicial Review) Act 1977 (Cwlth), section 9, jurisdiction is conferred on the Supreme Court of Queensland and of each other State and the Capital Territory with respect to civil matters arising under the Corporations Law of Queensland.(1A)Despite section 9 of the Administrative Decisions (Judicial Review) Act 1977 (Cwlth), jurisdiction is conferred on the Supreme Court of Queensland and of each other State and the Capital Territory with respect to matters arising under that Act involving or related to decisions made, or proposed to be made, under the Corporations Law of a State or the Capital Territory by a Commonwealth authority or an officer of the Commonwealth.(1B)Subsection (1A) applies to a decision made, or proposed or required to be made—(a)whether or not in the exercise of a discretion; and(b)whether before or after the commencement of this subsection.(2)The jurisdiction conferred on a Supreme Court by subsection (1) or (1A) is not limited by any limits to which any other jurisdiction of that Supreme Court may be subject.(3)This section has effect subject to section 42AA.s 42 amd 1991 No. 62 s 6 (2); 2001 No. 27 s 17
42AJurisdiction of State Family Courts
(2)Subject to the Administrative Decisions (Judicial Review) Act 1977 (Cwlth), section 9, jurisdiction is conferred on each State Family Court with respect to civil matters arising under the Corporations Law of Queensland.(3)The jurisdiction conferred on a State Family Court by subsection (2) is not limited by any limits to which any other jurisdiction of the State Family Court may be subject.(4)This section has effect subject to section 42AA.s 42A ins 1991 No. 62 s 7
amd 2001 No. 27 s 18
42AAJurisdiction of Supreme Court in relation to certain decisions made by Commonwealth officers
(1)If a decision to prosecute a person for an offence against the Corporations Law of Queensland has been made by an officer or officers of the Commonwealth and the prosecution is proposed to be commenced in a court of Queensland, jurisdiction is conferred on the Supreme Court with respect to any matter in which a person seeks a prerogative order or an injunction against the officer or officers in relation to that decision.(2)At any time when—(a)a prosecution for an offence against the Corporations Law of Queensland is before a court of Queensland; or(b)an appeal arising out of such a prosecution is before a court of Queensland;jurisdiction is conferred on the Supreme Court with respect to any matter in which the person who is or was the defendant in the prosecution seeks a prerogative order or an injunction against an officer or officers of the Commonwealth in relation to a related criminal justice process decision.
(3)Subsections (1) and (2) have effect despite anything in this Act or in any other law.(4)In this section—appeal includes an application for a new trial and a proceeding to review or call in question the proceedings, decision or jurisdiction of a court or judge.prerogative order means an order the relief or remedy under which is in the nature of, and to the same effect as, a writ of mandamus or prohibition.related criminal justice process decision, in relation to an offence, means a decision, other than a decision to prosecute, made in the criminal justice process in relation to the offence, including—(a)a decision in connection with the investigation, committal for trial or prosecution of the defendant; and(b)a decision in connection with the appointment of investigators or inspectors for the purposes of such an investigation; and(c)a decision in connection with the issue of a warrant, including a search warrant or a seizure warrant; and(d)a decision requiring the production of documents, the giving of information or the summoning of persons as witnesses; and(e)a decision in connection with an appeal arising out of the prosecution.s 42AA ins 2001 No. 27 s 19
42BJurisdiction of lower courts
(1)Subject to the Administrative Decisions (Judicial Review) Act 1977 (Cwlth), section 9, jurisdiction is conferred on the lower courts of Queensland and of each other State and the Capital Territory with respect to civil matters, other than superior court matters, arising under the Corporations Law of Queensland.(2)The jurisdiction conferred on a lower court by subsection (1)—(a)is subject to the court’s general jurisdictional limits, so far as they relate to the amounts, or the value of property, with which the court may deal; but(b)is not subject to the court’s other jurisdictional limits.s 42B ins 1995 No. 26 s 6
amd 2001 No. 27 s 20
(1)An appeal may not be instituted from a decision of a court of Queensland to a court of another State or of the Capital Territory.(4)An appeal may not be instituted from a decision of a court (not being a State Family Court) of another State to a State Family Court of that State or to a court of a different State or of the Capital Territory.(5)An appeal may not be instituted from a decision of a court of the Capital Territory to a court of a State.(6)An appeal may not be instituted from a decision of a State Family Court of a State to a court of the Capital Territory or of another State, or (except in accordance with the law of the State under which the State Family Court is constituted) to the Supreme Court of that State.s 43 sub 1991 No. 62 s 8
amd 1995 No. 26 s 7; 2001 No. 27 s 21
(1)This section applies to the following—(a)a proceeding with respect to a civil matter arising under the Corporations Law of Queensland that is in a court having jurisdiction under section 42(1) or (2);(b)a proceeding with respect to a matter referred to in section 42(1A) that is in a court having jurisdiction under that subsection or in the Federal Court.(2)Subject to subsections (3), (4) and (5), if it appears to the court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court having jurisdiction in the matters for determination in the proceeding or application, the firstmentioned court may transfer the proceeding or application to that other court.(3)If a proceeding with respect to matter referred to in section 42(1A) is pending in the Supreme Court of a State or the Capital Territory (the relevant jurisdiction), the court must transfer the proceeding to the Federal Court unless the matter for determination in it arises out of, or relates to, another proceeding pending in any court of the relevant jurisdiction—(a)that arises, or a substantial part of which arises, under the Corporations Law of a State or the Capital Territory; and(b)that is not with respect to a matter referred to in section 42(1A);regardless of which proceeding was commenced first.
(4)Even if the Supreme Court of a State or the Capital Territory is not required by subsection (3) to transfer a proceeding with respect to a matter referred to in section 42(1A) to the Federal Court, it may nevertheless do so if it considers that to be appropriate, having regard to the interests of justice, including the desirability of related proceedings being heard in the same jurisdiction.(5)If a proceeding with respect to a matter referred to in section 42(1A) is pending in the Federal Court, the Federal Court may only transfer the proceeding, or an application in the proceeding, to the Supreme Court of a State or the Capital Territory (the relevant jurisdiction) if—(a)the matter arises out of, or relates to, another proceeding pending in any court of the relevant jurisdiction—(i)that arises, or a substantial part of which arises, under the Corporations Law of a State or the Capital Territory; and(ii)that is not a proceeding with respect to a matter referred to in section 42(1A);regardless of which proceeding was commenced first; and
(b)the Federal Court considers the transfer to be appropriate, having regard to the interests of justice, including the desirability of related proceedings being heard in the same jurisdiction.(6)Nothing in this section confers on a court jurisdiction that the court would not otherwise have.(7)The fact that some references in this section to the interests of justice include the desirability of related proceedings being heard in the same jurisdiction does not of itself mean that other references to the interests of justice, in this section or elsewhere in this Act, do not include that matter.s 44 amd 1991 No. 62 s 9; 2001 No. 27 s 22
44ATransfer of proceedings by State Family Courts
(1)This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of Queensland in a State Family Court (the first court) having jurisdiction under section 42A.(2)If it appears to the first court that—(a)the proceeding arises out of, or is related to, another proceeding pending in another court of a State or of the Capital Territory, and that the court in which the other proceeding is pending is the most appropriate court to determine the firstmentioned proceeding; or(b)having regard to—(i)whether, in the first court’s opinion, apart from this division or a law of another State or the Capital Territory corresponding to this division, the proceeding, or a substantial part of it, would have been incapable of being instituted in the first court; and(ii)the extent to which, in the first court’s opinion, the matters for determination in the proceeding are matters not within the first court’s jurisdiction apart from this division or such a law; and(iii)the interests of justice;another court of a State or of the Capital Territory, is the most appropriate court to determine the proceeding; or
(c)it is otherwise in the interests of justice that another court of a State or of the Capital Territory, determine the proceeding;the first court must transfer the proceeding to the other court.
(3)Subject to subsection (2), if it appears to the first court that—(a)the proceeding arises out of, or is related to, another proceeding pending in another State Family Court having jurisdiction under section 42A in the matters for determination in the firstmentioned proceeding, and that the other court is the most appropriate court to determine the firstmentioned proceeding; or(b)it is otherwise in the interests of justice that the proceeding be determined by another State Family Court having jurisdiction under section 42A in the matters for determination in the proceeding;the first court must transfer the proceeding to the other court.
(4)If—(a)the first court transfers the proceeding to another court; and(b)it appears to the first court that—(i)there is another proceeding pending in the first court that arises out of, or is related to, the firstmentioned proceeding; and(ii)it is in the interests of justice that the other court also determine the other proceeding;the first court must also transfer the other proceeding to the other court.
(5)Nothing in this section confers on a court jurisdiction that the court would not otherwise have.s 44A ins 1991 No. 62 s 10
amd 1995 No. 26 s 8; 2001 No. 27 s 23
44AATransfer of proceedings in lower courts
(1)This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of Queensland in a lower court (the first court) having jurisdiction under section 42B.(2)If it appears to the first court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court (the second court) having jurisdiction in the matters for determination in the proceeding or application, the first court may take action under whichever of subsections (3) and (4) applies.(3)If the second court is also a lower court, the first court may transfer the proceeding or application to the second court.(4)If the second court is a superior court, the first court may transfer the proceeding or application to the relevant Supreme Court and recommend that the proceeding or application be transferred by the Supreme Court to the second court.(5)The relevant Supreme Court is not bound to comply with a recommendation under subsection (4) and it may instead decide—(a)to deal with the proceeding or application itself; or(b)to transfer the proceeding or application to another court (which could be the first court).(6)Nothing in this section allows the relevant Supreme Court to transfer the proceeding or application to another court otherwise than under section 44 and the other requirements of this division.(6A)Nothing in this section confers on a court jurisdiction that the court would not otherwise have.(7)In this section—relevant Supreme Court means the Supreme Court of the State or Territory of which the first court is a court.s 44AA ins 1995 No. 26 s 9
amd 2001 No. 27 s 24
44BFurther matters for a court to consider when deciding whether to transfer a proceeding
In deciding whether to transfer under section 44, 44A or 44AA a proceeding or application, a court must have regard to—(a)the principal place of business of any body corporate concerned in the proceeding or application; and(b)the place or places where the events that are the subject of the proceeding or application took place; and(c)the other courts that have jurisdiction to deal with the proceeding or application.s 44B ins 1991 No. 62 s 10
amd 1995 No. 26 s 10
44CTransfer may be made at any stage
A court may transfer under section 44, 44A or 44AA a proceeding or application—(a)on the application of a party made at any stage; or(b)of the court’s own motion.s 44C ins 1991 No. 62 s 10
amd 1995 No. 26 s 11
Where, under section 44, 44A or 44AA, a court transfers a proceeding, or an application in a proceeding, to another court—(a)the registrar or other proper officer of the firstmentioned court must transmit to the registrar or other proper officer of the other court all documents filed in the firstmentioned court in respect of the proceeding or application, as the case may be; and(b)the other court must proceed as if—(i)the proceeding had been originally instituted in the other court; and(ii)the same proceedings had been taken in the other court as were taken in the firstmentioned court; and(iii)in a case where an application is transferred—the application had been made in the other court.s 44D ins 1991 No. 62 s 10
amd 1995 No. 26 s 12
(1)Subject to sections 51 and 52A, where it appears to a court that, in determining a matter for determination in a proceeding, the court will, or will be likely to, be exercising relevant jurisdiction the rules of evidence and procedure to be applied in dealing with the matter are to be such as the court considers appropriate in the circumstances, being rules that are applied in a superior court in Australia or in an external Territory.(2)Where a proceeding is transferred or removed to a court (the transferee court) from another court (the transferor court), the transferee court must deal with the proceeding as if, subject to any order of the transferee court, the steps that had been taken for the purposes of the proceeding in the transferor court (including the making of an order), or similar steps, had been taken in the transferee court.(3)In this section—relevant jurisdiction means—(a)jurisdiction conferred on a court of Queensland with respect to civil matters arising under the Corporations Law of another State or the Capital Territory; or(b)jurisdiction conferred on a court of another State or the Capital Territory with respect to civil matters arising under the Corporations Law of Queensland; or(c)jurisdiction conferred on a court of a State or the Capital Territory with respect to matters referred to in section 42(1A).s 45 amd 1991 No. 62 s 11; 1995 No. 26 s 13; 2001 No. 27 s 25
46Courts to act in aid of each other
All courts having jurisdiction in civil matters arising under the Corporations Law of Queensland, or in matters referred to in section 42(1A), and the officers of, or under the control of, those courts must severally act in aid of, and be auxiliary to, each other in all such matters.s 46 amd 1995 No. 26 s 14; 2001 No. 27 s 26
47Exercise of jurisdiction pursuant to cross-vesting provisions
A court of Queensland may—(a)exercise jurisdiction (whether original or appellate) conferred on it by a law of another State or the Capital Territory corresponding to this division with respect to matters arising under the Corporations Law of that State or Territory; and(b)hear and determine a proceeding transferred to it under such a provision.s 47 amd 1995 No. 26 s 15
A person who is entitled to practise as a barrister or a solicitor, or as both a barrister and a solicitor, in a court has, if a proceeding (the transferred proceeding) in that court is transferred to another court under this division or a law of another State or the Capital Territory that corresponds to this division, the same entitlements to practise in relation to—(a)the transferred proceeding; and(b)any other proceeding out of which the transferred proceeding arises or to which the transferred proceeding is related, being another proceeding that is to be determined together with the transferred proceeding;in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.
An appeal does not lie from a decision of a court—(a)in relation to the transfer of a proceeding under this division; or(b)as to which rules of evidence and procedure are to be applied pursuant to section 45(1).
50Enforcement of judgments etc.
(1)A judgment of a court of Queensland that is entirely or partly given in the exercise of jurisdiction conferred by this division, or by a law of another State that corresponds to this division, is enforceable in Queensland as if the judgment had been given by that court entirely in the exercise of the jurisdiction of that court apart from this division or any such law.(2)Where—(a)a provision of a law of Queensland (not being a law in relation to the enforcement of judgments) refers to a thing done by the Supreme Court of Queensland or of another State or of the Capital Territory, a State Family Court or a particular lower court of Queensland or of another State or of the Capital Territory; and(b)that thing is done by another court in the exercise of jurisdiction conferred by this division or a law of another State or the Capital Territory corresponding to this division;the reference in that provision to the Supreme Court of Queensland or of the other State or Territory, that State Family Court or that lower court, as the case may be, is taken as a reference to that other court.
s 50 amd 1991 No. 62 s 12; 1995 No. 26 s 16; 2001 No. 27 s 27
(1)When a lower court of Queensland is exercising jurisdiction with respect to matters arising under the Corporations Law of Queensland, the court must apply the relevant rules of court of the Supreme Court, with all necessary changes.(2)When a court of Queensland is exercising jurisdiction with respect to matters arising under the Corporations Law of another State or the Capital Territory, and the jurisdiction is conferred by a law of another State or the Capital Territory corresponding to this division, the court must apply the relevant rules of court of the Supreme Court, with all necessary changes.(3)When a court of another State or the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of Queensland, and the jurisdiction is conferred by this division, the court must apply the relevant rules of court of the Supreme Court of the State or Territory, with all necessary changes.(4)In this section—Corporations Law of another State or the Capital Territory does not include rules of court.Corporations Law of Queensland does not include rules of court.s 51 amd 1995 No. 26 s 17
sub 1995 No. 58 s 4 sch 1
s 52 om 2001 No. 27 s 28
52ARules of a State Family Court
(1)When a State Family Court of another State is exercising jurisdiction with respect to matters arising under the Corporations Law of Queensland, being jurisdiction conferred by this division, that court must apply the rules of court made under the Law of the State corresponding to the Corporations Act, section 61A(1), with such alterations as are necessary.(2)In this section—Corporations Law of Queensland does not include rules of court.s 52A ins 1991 No. 62 s 13
amd 2001 No. 27 s 29
This division provides in relation to—(a)the jurisdiction of courts in respect of criminal matters arising under the Corporations Law of Queensland; and(b)the jurisdiction of the courts of Queensland in respect of criminal matters arising under the Corporations Law of any jurisdiction.
(1)In this division—magistrate means a magistrate who is remunerated by salary or otherwise.(2)In this division—(a)a reference to the Corporations Law of Queensland includes a reference to—(i)the Corporations Regulations of Queensland; and(ii)the ASIC Law of Queensland; and(iii)the ASIC Regulations of Queensland; and(iv)any other applicable provisions (as defined in section 3) of Queensland; and(v)this Act; and(vi)regulations made under this Act; and(vii)rules of court applied by the Supreme Court of Queensland and rules of court applied by the Supreme Court of another State, or of the Capital Territory, when exercising jurisdiction conferred by this division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and(b)a reference to the Corporations Law of another State or of the Capital Territory is a reference to the Corporations Law of that other State or of the Capital Territory within the meaning of the law of that other State or the Capital Territory corresponding to this division.s 54 amd 2000 No. 12 s 3 sch; 2001 No. 27 s 30
(1)Subject to this section, the several courts of each State and the Capital Territory exercising jurisdiction—(a)with respect to—(i)the summary conviction; or(ii)the examination and commitment for trial on indictment; or(iii)the trial and conviction on indictment;of offenders or persons charged with offences against the laws of the State or Capital Territory, and with respect to—
(iv)their sentencing, punishment and release; or(v)their liability to make reparation in connection with their offences; or(vi)the forfeiture of property in connection with their offences; or(vii)the proceeds of their crimes; and(b)with respect to the hearing and determination of—(i)proceedings connected with; or(ii)appeals arising out of; or(iii)appeals arising out of proceedings connected with;any such trial or conviction or any matter of a kind referred to in paragraph (a)(iv), (v), (vi) or (vii);
have the equivalent jurisdiction with respect to offenders or persons charged with offences against the Corporations Law of Queensland.
(2)Where a provision of a law of another State or the Capital Territory corresponding to subsection (1) is expressed to confer jurisdiction with respect to offenders or persons who are charged with offences against the Corporations Law of that State or the Capital Territory upon a court of Queensland, the court may exercise that jurisdiction.(3)The jurisdiction conferred by subsection (1) is not to be exercised with respect to the summary conviction, or examination and commitment for trial, of any person except by a magistrate.(4)The jurisdiction conferred by subsection (1) includes jurisdiction in accordance with provisions of a relevant law of another State or the Capital Territory, and—(a)the reference in subsection (1)(b) to any such trial or conviction includes a reference to any conviction or sentencing in accordance with the provisions of a relevant law; and(b)unless the contrary intention appears, a reference to jurisdiction conferred by subsection (1) includes a reference to such included jurisdiction.(5)A person may be dealt with in accordance with a relevant law even if, apart from this section, the offence concerned—(a)would be required to be prosecuted on indictment; or(b)would be required to be prosecuted either summarily or on indictment.(6)For the purposes of the application of a relevant law as provided by subsection (4)—(a)a reference in that law to an indictable offence is taken to include a reference to an offence that may be prosecuted on indictment; and(b)in order to determine the sentence that may be imposed on a person by a court pursuant to the relevant law, the person is taken to have been prosecuted and convicted on indictment in that court.(7)Subject to subsections (9) and (10), the jurisdiction conferred on a court of a State or the Capital Territory by subsection (1) is conferred despite any limits as to locality of the jurisdiction of that court under the law of that State or of the Capital Territory.(8)Subject to subsection (9), the jurisdiction conferred on a court of Queensland by a law of another State or the Capital Territory corresponding to subsection (1) may be exercised despite any limits as to locality of the jurisdiction of that court under the law of Queensland.(9)Where—(a)jurisdiction is conferred on a court of Queensland in relation to the summary conviction of persons charged with offences against the Corporations Law of this or another jurisdiction by subsection (1) or a corresponding provision of a law of another State or of the Capital Territory; and(b)the court is satisfied that it is appropriate to do so, having regard to all the circumstances including the public interest;the court may decline to exercise that jurisdiction in relation to an offence committed in another State or the Capital Territory.
(10)The jurisdiction conferred on a court of another State or the Capital Territory by subsection (1) in relation to—(a)the examination and commitment for trial on indictment; and(b)the trial and conviction on indictment;of offenders or persons charged with offences against the Corporations Law of Queensland is conferred only in relation to—
(c)offences committed outside Australia; and(d)offences committed, begun or completed within the State or Territory concerned.(11)In this section—Australia does not include the coastal sea.relevant law means a law providing that where, in proceedings before a court, a person pleads guilty to a charge for which he or she could be prosecuted on indictment, the person may be committed, to a court having jurisdiction to try offences on indictment, to be sentenced or otherwise dealt with without being tried in that lastmentioned court.
(1)Subject to this division, the laws of Queensland respecting—(a)the arrest and custody in Queensland of offenders or persons charged with offences; and(b)criminal procedure in Queensland in relation to such persons;apply in Queensland, so far as they are applicable, to persons who are charged with offences against the Corporations Law of Queensland or of another State or the Capital Territory in respect of whom jurisdiction is conferred on a court of Queensland by this division or a corresponding law of another State or the Capital Territory.
(2)Subject to this division, the laws of each other State and the Capital Territory respecting—(a)the arrest and custody in that State or Territory of offenders or persons charged with offences; and(b)criminal procedure in that State or Territory in relation to such persons;apply in that State or Territory, so far as they are applicable, to persons who are charged with offences against the Corporations Law of Queensland in respect of whom jurisdiction is conferred on a court of that State or Territory by this division.
(3)The application of laws by subsections (1) and (2) is in addition to, and not in derogation from, the application of laws effected by part 8 or the corresponding law of another State or the Capital Territory.(4)In this section—criminal procedure means the procedure for—(a)the summary conviction; and(b)the examination and commitment for trial and indictment; and(c)the trial and conviction on indictment; and(d)the hearing and determination of appeals arising out of any such trial or conviction or out of any related proceedings;of offenders or persons charged with offences, and includes the procedure for holding accused persons to bail.laws of each other State and the Capital Territory means the laws that apply in relation to offenders, or persons charged with offences, against the Corporations Law of the State or Territory concerned.
57Companies liquidation account
(1)In this section—relevant money means—(a)money that, immediately before the commencement of this section, stood to the credit of the companies liquidation account established by the Companies (Queensland) Code, section 428; and(b)money that, after the commencement of this section, is paid into the companies liquidation account under provisions of the Companies (Queensland) Code that are taken to continue in force after the commencement of the Corporations Law, chapter 5 for the purposes of windings up started before the commencement of that chapter.(2)Relevant money is to be dealt with in accordance with the Companies (Queensland) Code, section 427.
pt 11 hdg amd 2000 No. 12 s 3 sch
pt 11 div 1 hdg amd 2000 No. 12 s 3 sch
58Application in Queensland of the ASIC Act
(1)The ASIC Act as in force immediately before its repeal, other than the excluded provisions—(a)applies as a law of Queensland; and(b)as so applying, may be referred to as the ASIC Law of Queensland.(2)The excluded provisions of the ASIC Act are—•part 1, except section 6A•part 2•section 88•divisions 1 and 4 of part 4•part 5•part 6•division 1 of part 7•part 8•part 9•division 1 of part 10•division 1 of part 11•part 12•part 14•sections 251 and 252.s 58 amd 2000 No. 12 s 3 sch; 2001 No. 45 s 29 sch 2
The regulations in force, immediately before the repeal of the ASIC Act, under section 251 of that Act—(a)apply as regulations in force for the purposes of the ASIC Law of Queensland; and(b)as so applying, may be referred to as the ASIC Regulations of Queensland.s 59 amd 2000 No. 12 s 3 sch; 2001 No. 45 s 29 sch 2
60Interpretation of some expressions in the ASIC Law, and the ASIC Regulations, of Queensland
(1)In this part, and in the ASIC Law, and the ASIC Regulations, of Queensland—advisory committee means the Companies and Securities Advisory Committee established by the ASIC Act, section 145.s 60 def advisory committee amd 2000 No. 12 s 3 sch
affairs, in relation to a body corporate, has the same meaning as in the Corporations Law, section 246AA.s 60 def affairs amd 2000 No. 12 s 6 (3)
assist, in relation to a commission delegate, means—(a)to perform functions—(i)as a member, officer or employee of the commission delegate; and(ii)in connection with the commission delegate’s performance or exercise of a function or power delegated under the ASIC Law, section 102; or(b)to perform services for the commission delegate in connection with the commission delegate’s performance or exercise of a function or power delegated under the ASIC Law, section 102.s 60 def assist amd 2000 No. 12 s 3 sch
Australia includes any external Territory to which the ASIC Act extends.s 60 def Australia amd 2000 No. 12 s 3 sch
books includes—(a)a register; and(b)financial reports or financial records, however compiled, recorded or stored; and(c)a document; and(d)banker’s books; and(e)any other record of information.s 60 def books amd 2000 No. 12 s 6 (4)
chairperson means—(a)except in the ASIC Law, part 11 or in relation to the disciplinary board—the chairperson of the commission; and(b)in part 11 of that Law or in relation to the disciplinary board—the chairperson of the disciplinary board.s 60 def chairperson amd 2000 No. 12 s 3 sch
commission means the Australian Securities and Investments Commission established by the ASIC Act, section 7.s 60 def commission sub 2000 No. 12 s 6 (1)–(2)
commission delegate means a person to whom, or a body to which, a function or power is delegated under the ASIC Law, section 102.s 60 def commission delegate amd 2000 No. 12 s 3 sch
contravention, in relation to a law, includes an ancillary offence relating to an offence against that law.court, except in the ASIC Law, section 248, includes a tribunal having power to require the production of documents or the answering of questions.s 60 def court amd 2000 No. 12 s 3 sch
deputy chairperson means the deputy chairperson of the commission.disciplinary board means the Companies Auditors and Liquidators Disciplinary Board established by the ASIC Act, section 202.s 60 def disciplinary board amd 2000 No. 12 s 3 sch
eligible person, in relation to a person, means a person who—(a)if the firstmentioned person is a body corporate—is or has been an officer of the body within the meaning of a national scheme law or a corresponding previous law; or(b)in any case—(i)is or has been an employee, agent, banker, solicitor or auditor of; or(ii)is acting, or has acted, in any other capacity on behalf of;the firstmentioned person.
examination means—(a)in this section and part 3 (other than section 27(2) and division 9) of the ASIC Law—an examination of a person pursuant to a requirement made under section 19 of that Law; or(b)in section 27(2) and the ASIC Law, part 3, division 9—an examination of a person pursuant to a requirement made under the ASIC Law, section 19 or a corresponding provision of the ASIC Law of another jurisdiction.s 60 def examination amd 2000 No. 12 s 3 sch
expenses, in relation to an investigation under the ASIC Law, part 3, division 1, includes costs and expenses incurred in relation to a proceeding begun under the ASIC Law, section 50 as a result of the investigation.s 60 def expenses amd 2000 No. 12 s 3 sch
fail means refuse or fail.foreign country means—(a)an external Territory to which the ASIC Act does not extend; or(b)a country outside Australia and the external Territories; or(c)a part of such a country.s 60 def foreign country amd 2000 No. 12 s 3 sch
give has—(a)in relation to a document—a meaning affected by the ASIC Law, section 86; and(b)in relation to information—a meaning affected by section 61 of this Act.s 60 def give amd 2000 No. 12 s 3 sch
hearing, in this section and part 3 of the ASIC Law, means a hearing before the commission and, in sections 52, 54, 55 and 56 of that Law, includes a part of such a hearing.s 60 def hearing amd 2000 No. 12 s 3 sch
information has a meaning affected by section 61 of this Act.investigate, in relation to the commission, means investigate in the course of performing or exercising any of the commission’s functions and powers.meeting means—(a)in the ASIC Law, part 4, a meeting of the commission; and(b)in part 11 of that Law—a meeting of the disciplinary board.s 60 def meeting amd 2000 No. 12 s 3 sch
member means—(a)except in the ASIC Law, part 4, division 2 or in part 10, 11, or 14, or in relation to a division of the commission, or in relation to the panel or the disciplinary board—a member of the commission; or(b)in part 10 of that Law or in relation to the panel—a member of the panel; or(c)in part 11 of that Law or in relation to the disciplinary board—the chairperson or any other member of the disciplinary board.s 60 def member amd 2000 No. 12 s 3 sch
national scheme law means—(a)the following—(i)the Corporations Law of this jurisdiction;(ii)the ASIC Law of this jurisdiction;(iii)this Act; or(b)the following—(i)the Corporations Act;(ii)the Corporations Law of the Capital Territory;(iii)the ASIC Act; or(c)a law of a jurisdiction (other than this jurisdiction or the Capital Territory) that corresponds to an Act or Law referred to in paragraph (a).s 60 def national scheme law amd 2000 No. 12 s 3 sch
national scheme law of this jurisdiction means—(a)this Act; or(b)the Corporations Law of Queensland; or(c)the ASIC Law of Queensland.s 60 def national scheme law of this jurisdiction amd 2000 No. 12 s 3 sch
officer, in relation to a body corporate, includes—(a)a director, secretary, executive officer or employee of the body; and(b)a receiver, or a receiver and manager, of property of the body; and(c)an administrator of the body or an administrator of a deed of company arrangement executed by the body; and(d)a liquidator, or a provisional liquidator, of the body; and(e)a trustee or other person administering a compromise or arrangement made between the body and any other person or persons.s 60 def officer amd 1995 No. 26 s 18
panel means the Corporations and Securities Panel established by the ASIC Act, section 171.s 60 def panel amd 2000 No. 12 s 3 sch
panel proceeding means a proceeding before the panel on—(a)an application made to the panel under the Corporations Law; or(b)a reference of a decision to the panel for review under the Corporations Law.s 60 def panel proceeding ins 2000 No. 12 s 6 (2)
power includes an authority.prescribed means prescribed by the ASIC Law or the regulations.s 60 def prescribed amd 2000 No. 12 s 3 sch
president means the president of the panel.proceeding means—(a)a proceeding in a court; or(b)a proceeding or hearing before, or an examination by or before, a tribunal;whether the proceeding, hearing or examination is of a civil, administrative, criminal, disciplinary or other nature.produce, except in the ASIC Law, part 3, includes permit access to.s 60 def produce amd 2000 No. 12 s 3 sch
property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action and money.record, in relation to an examination, means the whole or a part of a record made under the ASIC Law, section 24 of statements made at the examination.s 60 def record amd 2000 No. 12 s 3 sch
regulations means the ASIC Regulations of this jurisdiction.s 60 def regulations amd 2000 No. 12 s 3 sch
report includes an interim report.staff member means—(a)a member of the staff referred to in the ASIC Act, section 120(1) or a person employed under section 120(3) of that Act; or(b)a person engaged under section 121(1) of that Act; or(c)any of the officers, employees and persons who under section 122 of that Act are to assist the commission.s 60 def staff member amd 2000 No. 12 s 3 sch
statement, in relation to an examination, includes a question asked, an answer given, and any other comment or remark made, at the examination.Territory means—(a)the Capital Territory; or(b)an external Territory to which the ASIC Act extends.s 60 def Territory amd 2000 No. 12 s 3 sch
this Act, except in this part, means the ASIC Law, and includes the regulations.s 60 def this Act amd 2000 No. 12 s 3 sch
this jurisdiction means Queensland.this Law includes the regulations.tribunal means—(a)a tribunal in Australia; or(b)any other body, authority or person in Australia having power, by law or by consent of parties, to hear, receive or examine evidence.witness means—(a)for a hearing before the commission, a person appearing at the hearing to give evidence; or(b)for a panel proceeding, a person appearing in the proceeding to give evidence.s 60 def witness sub 2000 No. 12 s 6 (1)–(2)
written record, in relation to an examination, means—(a)a record of the examination—(i)that is made in writing; or(ii)as reduced to writing; or(b)a part of such a record.(2)Subject to the ASIC Law of this jurisdiction, an expression has the same meaning in that Law and in the ASIC Regulations of this jurisdiction as in the Corporations Law of this jurisdiction.s 60 amd 2000 No. 12 s 3 sch
A reference in the ASIC Law, and the ASIC Regulations, of Queensland to giving information includes a reference to—(a)explaining or stating a matter; or(b)identifying a person, matter or thing; or(c)disclosing information; or(d)answering a question.s 61 amd 2000 No. 12 s 3 sch
(1)Except so far as the contrary intention appears in the ASIC Law of Queensland—(a)the Corporations Law of Queensland, part 1.2 (except section 8) applies; and(b)subject to paragraph (a), the Acts Interpretation Act 1901 (Cwlth) as in force at the commencement of the ASIC Act, section 5(5) applies as law of Queensland;in relation to the ASIC Law, and the ASIC Regulations, of Queensland and any instrument made, granted or issued under that Law or those regulations (other than application orders made for the purposes of that Law under the Corporations Law, section 111A of this jurisdiction) and so apply as if that Law were an Act of the Commonwealth and those regulations or instruments were regulations or instruments made under such an Act.
(2)The Acts Interpretation Act 1954 does not apply in relation to the ASIC Law, or the ASIC Regulations, of Queensland or an application order or any other instrument made, granted or issued under that Law or those regulations.s 62 amd 2000 No. 12 s 3 sch
pt 11 div 2 hdg amd 2000 No. 12 s 3 sch
63Alternative citations of the ASIC Law, and the ASIC Regulations, of Queensland
(1)The ASIC Law of Queensland may be referred to simply as the ASIC Law.(2)The ASIC Regulations of Queensland may be referred to simply as the ASIC Regulations.(3)This section has effect subject to section 65.s 63 amd 2000 No. 12 s 3 sch
64References to ASIC Law, and ASIC Regulations, of another jurisdiction
(1)This section has effect for the purposes of an Act, a law of Queensland or an instrument made under an Act or under such a law.(2)Where a law of a jurisdiction other than Queensland contains provisions corresponding of the Corporations Act, sections 5 and 6 and also provides for provisions of the ASIC Act to apply as law of that jurisdiction, those provisions of the ASIC Act, as so applying, are the ASIC Law of that jurisdiction.(3)Where a law of a jurisdiction other than Queensland provides for the regulations of the ASIC Act, section 251 to apply for the purposes of the ASIC Law of that jurisdiction, those regulations as so applying are the ASIC Regulations of that jurisdiction.s 64 amd 2000 No. 12 s 3 sch; 2001 No. 45 s 29 sch 2
65References to ASIC Law and ASIC Regulations
(1)The object of this section is to help ensure that, so far as possible—(a)the bodies established by the ASIC Act and the staff of those bodies, can perform functions and exercise powers; and(b)persons can have dealings with those bodies;as if the ASIC Act, the ASIC Law of Queensland and the ASIC Law of each other State, constituted a single national ASIC Law applying of its own force throughout Australia.
(2)Subject to this section, a reference in an instrument to the ASIC Law, or to the ASIC Regulations, is to be taken, for the purposes of the laws of Queensland—(a)to be a reference to the ASIC Law, or to the ASIC Regulations, of Queensland; and(b)to include a separate reference to the ASIC Law, or to the ASIC Regulations, of each jurisdiction other than Queensland.(3)Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.(4)Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the ASIC Law, or to the ASIC Regulations, of a jurisdiction.(5)In this section—instrument means—(a)an Act or an instrument made under an Act; or(b)a law of Queensland or an instrument made under such a law; or(c)an award or other industrial determination or order, or an industrial agreement; or(d)any other order (whether executive, judicial or otherwise); or(e)a notice, certificate or licence; or(f)an agreement; or(g)an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or(h)an indictment, presentment, summons or writ; or(i)any other pleading in, or process issued in connection with, a legal or other proceeding; or(j)any other document whatever.s 65 amd 2000 No. 12 s 3 sch
66Conferral of functions and powers on commission
(1)The commission has the functions and powers conferred or expressed to be conferred on it under a national scheme law of this jurisdiction.(2)The commission also has the functions and powers conferred or expressed to be conferred upon the NCSC by or under a Code that is a relevant Code for the purposes of the Companies and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code.
s 67 om 2001 No. 45 s 29 sch 2
68Conferral of other functions and powers for purposes of law in Queensland
The commission has power to do acts in Queensland in the performance or exercise of any function or power expressed to be conferred on the commission by a national scheme law of another jurisdiction.s 68 sub 2001 No. 45 s 29 sch 2
s 69 om 2001 No. 45 s 29 sch 2
70Conferral of functions and powers on the panel
(1)The panel has the functions and powers conferred on it by or under a national scheme law of this jurisdiction.(2)The panel has power to do acts in Queensland in the performance or exercise of any function or power expressed to be conferred on the panel by a national scheme law of another jurisdiction.
71Conferral of functions and powers on the disciplinary board
(1)The disciplinary board has the functions and powers conferred on it by or under a national scheme law of this jurisdiction.(2)The disciplinary board has power to do acts in Queensland in the performance or exercise of any function or power expressed to be conferred on it by a national scheme law of another jurisdiction.
Where a person is appointed under the ASIC Act to act in a particular office, the law of this jurisdiction applies in relation to that person while acting in that office as if the person were the holder of the office.s 72 amd 2000 No. 12 s 3 sch
73Alteration of names and constitutions
(1)Where—(a)the name of a body established by the ASIC Act is changed by law (whether or not the body is incorporated); or(b)the name of an office established by that Act is changed by law;then, unless the contrary intention appears, a reference in—
(c)any Act of this jurisdiction; or(d)any instrument under such an Act; or(e)any award or other industrial determination or order or any industrial agreement; or(f)any other order (whether executive, judicial or otherwise); or(g)any contract; or(h)any pleading in, or process issued in connection with, any legal or other proceeding; or(i)any other instrument;to the body or the office under the former name, except in relation to matters that occurred before that change took place, is taken as a reference to the body or the office under the new name.
(2)Where the constitution of a body established by the ASIC Act is changed by law (whether or not the body is incorporated), then, unless the contrary intention appears, the alteration does not affect any functions or powers conferred or expressed to be conferred on that body by a national scheme law of this jurisdiction.s 73 amd 2000 No. 12 s 3 sch
74Application of Commonwealth Crimes Act
(1)For the purposes of the ASIC Law of Queensland, part 3, the Crimes Act 1914 (Cwlth), part 3 applies as a law of Queensland.(2)For the purposes of the Crimes Act 1914 (Cwlth), part 3 as applying because of subsection (1), an examination or a hearing is a judicial proceeding.(3)For the purposes of a national scheme law of Queensland—(a)an offence under the Crimes Act 1914 (Cwlth), part 3 as applying because of subsection (1) in relation to an examination or hearing, is taken to be an offence against the ASIC Law of Queensland, part 3; and(b)an offence under the Crimes Act 1914 (Cwlth), part 3 as applying, in relation to an examination or hearing held under the ASIC Law of another jurisdiction, as a law of that jurisdiction is taken to be an offence against the ASIC Law, part 3 of that jurisdiction.s 74 amd 1991 No. 62 s 14; 2000 No. 12 s 3 sch; 2002 No. 34 s 74 sch 6 (retro)
75Application of Commonwealth Evidence Act
(1)For the purposes of the ASIC Law of Queensland, part 3 the following provisions of the Evidence Act 1995 (Cwlth) apply as a law of Queensland—•part 2.2 (Documents)•section 69 (Exception: business records)•section 70 (Exception: contents of tags, labels and writing)•section 71 (Exception: telecommunications)•section 147 (Documents produced by processes, machines and other devices in the course of business)•part 4.6, division 2.(2)Those provisions of the Evidence Act 1995 (Cwlth) apply to an examination in the same way as they apply to a proceeding to which that Act applies under section 4 of that Act.s 75 sub 1995 No. 26 s 19
amd 2000 No. 12 s 3 sch
In this division—relevant State law means—(a)a law of the State concerning the management or affairs of a body corporate; or(b)a law of the State concerning fraud or dishonesty; or(c)any other law of the State;other than a cooperative scheme law.
77Arrangements relating to applicable provisions
(1)Where an arrangement between the Minister for this jurisdiction and the Commonwealth Minister provides—(a)that an authority or officer of the Commonwealth has certain functions or powers under a relevant State law; or(b)that, despite section 33 or 39, an authority or officer of the State has certain functions or powers under an applicable provision of this jurisdiction;those functions or powers are conferred on that authority or officer.
(2)Functions and powers conferred under an arrangement under subsection (1) are to be performed and exercised in accordance with the arrangement but are to be taken to have been validly performed or exercised despite any failure to comply with any condition or restriction under the arrangement.
Notice of each arrangement under section 77 must be published in the government gazette and in the Commonwealth of Australia Gazette within 21 days after it is made.
79Application of penalties and fines
All fines, penalties and other money (other than fees and taxes) which, under and by virtue of the applicable provisions of Queensland, are authorised or directed to be imposed on any person must be paid to the Commonwealth.
The Governor in Council may make regulations under this Act.s 80 sub 1995 No. 58 s 4 sch 1
81Information previously acquired
A staff member who, before the commencement of this section, was an officer or employee of the public service of Queensland engaged in the administration of a cooperative scheme law may disclose to the commission information acquired while so engaged.
(1)This section applies in respect of a member of the commission’s staff who—(a)is appointed as such under the Public Service Act 1922 (Cwlth), section 81B; and(b)immediately before the commencement of this section and before that appointment was a State superannuation officer employed in the office of the commissioner for corporate affairs;whilst that member continues to be a member of the commission’s staff.
(1A)This section also applies in respect of a member of the commission’s staff who—(a)is employed on the commencement of this section by the commission under the ASIC Act, section 120(3) as regional commissioner of the commission for Queensland; and(b)immediately before the commencement of the employment referred to in paragraph (a), was a State superannuation officer employed in the Department of Justice and Corrective Services.(2)A commission officer continues to be an officer within the meaning of the State Superannuation Act but ceases to be such an officer if he or she before 1 January 1992 becomes a member of the Commonwealth superannuation scheme or elects to be a member of the State (public sector) scheme.(2A)A commission officer who at any time before 1 January 1992 becomes a member of the Commonwealth superannuation scheme is taken, for the purpose of the application of the State Superannuation Act, to have made an election at that time under section 35(2) of that Act.(2B)A commission officer referred to in subsection (2A) may by notice in writing to the board within 3 months of becoming a member of the Commonwealth superannuation scheme but in any case before 1 January 1992 elect to transfer the entitlements in the fund to the administrators of the Commonwealth superannuation scheme, whereupon the amount that would have been credited to the fund had the State Superannuation Act, section 35 applied is to be paid in lieu by the board from the fund to the administrators of the Commonwealth superannuation scheme and the commission officer has no further entitlements under the State Superannuation Act.(3)At any time after officers of the public service of Queensland become eligible to transfer membership from the State Service Superannuation scheme to the State (public sector) scheme, a commission officer who is not a member of the Commonwealth superannuation scheme may elect, at any time before 1 January 1992, to be a member of the State (public sector) scheme.(3A)For the purposes of the State (public sector) scheme—(a)the commission officer referred to in subsection (3) is taken to be an employee of a unit of the State public sector; and(b)contributions payable by the employer in respect of that employee and paid by the commission are to be taken to be paid by the unit of the public sector employing that commission officer.(3B)Subject to subsection (5), for so long as a person who is a commission officer is a member of the State (public sector) scheme and makes the contributions prescribed under that scheme—(a)the commission officer has the same rights as the person would have if he or she had been an employee of a unit of the State public sector during the whole of the period during which the person so contributes; and(b)for the purpose of the application of the Superannuation (State Public Sector) Act 1990, employment by the commission is to be taken to be employment by a unit of the public sector but the Crown in right of the State is not liable to make any contribution in respect of that employment.(4)Subject to subsection (5), for so long as a person who is a commission officer continues to be a State superannuation officer and to make the contributions to the fund as prescribed under the State Superannuation Act—(a)the commission officer has the same rights as the person would have if he or she had been a State superannuation officer during the whole of the period during which the person so contributes; and(b)for the purpose of the application of the State Superannuation Act, employment by the commission is to be taken to be employment by the Crown but the Crown in right of the State is not liable to make any contributions for the period the person is a commission officer.(5)If the commission fails to pay in full—(a)in respect of a commission officer who is a State superannuation officer, the contributions prescribed under the State Superannuation Act to be paid by the Crown in respect of such an officer; or(b)in respect of a commission officer who is a member of the State (public sector) scheme, the contributions prescribed under the Superannuation (State Public Sector) Act 1990 to be paid by a unit of the State public sector in respect of such an officer;the method of calculation of the benefits of that commission officer may be varied by order in council made on the recommendation of an actuary appointed for the purposes of the State Superannuation Act or, as the case may be, the Superannuation (State Public Sector) Act 1990 to reflect the reduction in the amount of the contributions by the commission but not so as to reduce the benefits accrued by the commission officer prior to the failure to pay.
(6)In this section—board means the State Service Superannuation Board.commission officer means a member of the commission’s staff referred to in subsection (1) or (1A).Commonwealth superannuation scheme means the superannuation scheme established under the Superannuation Act 1990 (Cwlth).fund means the State service superannuation fund.State (public sector) scheme means a scheme within the meaning of the Superannuation (State Public Sector) Act 1990.State Superannuation Act means the State Service Superannuation Act 1972.State superannuation officer means an officer within the meaning of the State Superannuation Act.s 83 amd 1991 No. 42 s 3 sch; 2000 No. 12 s 3 sch
For the purposes of this Act, the following are the cooperative scheme laws—•Companies (Application of Laws) Act 1981•Companies (Queensland) Code•Companies (Acquisition of Shares) (Application of Laws) Act 1981•Companies (Acquisition of Shares) (Queensland) Code•Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981•Companies and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code•Securities Industry (Application of Laws) Act 1981•Securities Industry (Queensland) Code•Futures Industry (Application of Laws) Act 1986•Futures Industry (Queensland) Code.
85National scheme laws prevail over cooperative scheme laws
(1)This section provides for the national scheme laws of this jurisdiction to supersede the cooperative scheme laws, which are to continue to operate of their own force only in relation to—(a)matters arising before the commencement of this section; and(b)matters arising, directly or indirectly, out of such matters;in so far as the national scheme laws or the Corporations legislation do not deal with those matters.
(2)Where a cooperative scheme law is inconsistent with a national scheme law of this jurisdiction, the national scheme law prevails and, to the extent of the inconsistency, the cooperative scheme law does not operate.(3)For the purposes of subsection (2), a cooperative scheme law is inconsistent with a national scheme law if it would be inconsistent within the meaning of section 109 of the Constitution of the Commonwealth of Australia if the national scheme law were an Act of the Commonwealth.(4)In this section—Corporations legislation means the Corporations legislation to which the Corporations Act 2001 (Cwlth), part 1.1A applies.s 85 amd 2001 No. 45 s 29 sch 2
86Regulations may exclude residual operation of cooperative scheme laws
(1)Regulations under section 80 may provide that prescribed provisions of cooperative scheme laws do not operate, either generally or as otherwise prescribed by the regulations.(2)Regulations in force because of subsection (1) have effect accordingly.
(1)To the extent that a cooperative scheme law ceases to operate because of section 85 or 86, the law is taken for the purposes of the Acts Interpretation Act 1954 to have been repealed by this Act.(2)Nothing in this Act revives, or otherwise affects the exclusion of, the provisions referred to in the Companies (Application of Laws) Act 1981, section 18(1) or the Securities Industry (Application of Laws) Act 1981, section 16(1).
88Regulations may modify cooperative scheme laws
(1)Regulations under section 80 may provide that a specified cooperative scheme law, or specified provisions of a cooperative scheme law, has or have effect with such modifications as the regulations prescribe.(2)Regulations in force because of subsection (1) have effect accordingly, even if, because of section 85 or 86, the specified law does not operate of its own force, or the specified provisions do not operate of their own force, as the case requires.(3)However, a reference in section 85(2) to a cooperative scheme law includes a reference to such a law as it has effect, or to provisions of such a law as they have effect, because of this section.
89Cooperative scheme laws not affected by certain Commonwealth regulations
The operation or effect of a cooperative scheme law is not modified or otherwise affected because regulations of a kind referred to in the Corporations Act, section 77 or 79 modify or otherwise affect the operation of a Cooperative Scheme Act within the meaning of the Corporations Act, part 12.
90References to cooperative scheme laws and regulations
(1)In this section—Code regulations means provisions applying as regulations made under a Code by reason of a provision of an Act that is a cooperative scheme law.instrument has the same meaning as in section 13, but does not include—(a)a cooperative scheme law; or(b)regulations under an Act that is such a law, or under this Act; or(c)Code regulations; or(d)a national scheme law of this jurisdiction, or the Corporations Regulations, or ASIC Regulations, of Queensland.(2)Subject to subsection (4) and to any regulations in force under subsection (7), a reference in an instrument to a cooperative scheme law is to be taken to include a reference to such provisions of the national scheme laws of this jurisdiction as correspond to provisions of the cooperative scheme law.(3)Subject to subsection (4) and to any regulations in force under subsection (7), a reference in an instrument to Code regulations is to be taken to include a reference to such provisions of the Corporations Regulations, or ASIC Regulations, of Queensland as correspond to provisions of the Code regulations.(4)Subject to any regulations in force under subsection (7), a reference in an instrument to a provision of a cooperative scheme law or of Code regulations is to be taken to include a reference to the corresponding provision of a national scheme law of this jurisdiction or of the Corporations Regulations, or ASIC Regulations, of Queensland, as the case may be.(5)Subject to any regulations in force under subsection (7), a reference in an instrument to the NCSC is to be taken to include a reference to the commission.(6)Regulations under section 80 may declare that, for the purposes of this section—(a)prescribed provisions of national scheme laws of this jurisdiction correspond to prescribed provisions of cooperative scheme laws; and(b)prescribed provisions of the Corporations Regulations, or ASIC Regulations, correspond to prescribed provisions of Code regulations.(7)Regulations under section 80—(a)may declare that subsection (2), (3), (4) or (5) of this section does not apply in relation to prescribed references in prescribed instruments; or(b)may declare that subsection (2), (3), (4) or (5) of this section has effect in relation to prescribed references in prescribed instruments as if, in the subsection, the words ‘be taken to be’ were substituted for the words ‘be taken to include’.(8)Regulations in force because of subsection (6) or (7) have effect accordingly.s 90 amd 1991 No. 62 s 15; 2000 No. 12 s 3 sch
91Conferral of functions and powers in relation to cooperative scheme laws
(1)The Commonwealth director of public prosecutions—(a)has the same enforcement powers in relation to the cooperative scheme laws as has the director of prosecutions of Queensland; and(b)may, in relation to an offence against a cooperative scheme law, perform the functions and exercise the powers conferred on the director of public prosecutions by the Director of Public Prosecutions Act 1983 (Cwlth) in relation to offences against the laws of the Commonwealth as if the offence against the cooperative scheme law were an offence against a national scheme law of this jurisdiction.(2)The Australian Federal Police—(a)have the same enforcement powers in relation to the cooperative scheme laws as has the Police Service of Queensland; and(b)may, in relation to an offence against a cooperative scheme law, perform the functions and exercise the powers conferred on the Australian Federal Police in relation to offences against the laws of the Commonwealth as if the offence against the cooperative scheme law were an offence against a national scheme law of this jurisdiction.(3)The Commonwealth Minister has, in respect of the prosecution of offences against the cooperative scheme laws, the same functions and powers as he or she has in respect of the prosecution of offences against a national scheme law of this jurisdiction.(4)For the purposes of the exercise of enforcement powers, and other functions and powers conferred by this section, including the obtaining of warrants to arrest, an offence against a cooperative scheme law is taken to be an offence against a national scheme law of this jurisdiction.(5)In this section—enforcement power means a function or power relating to—(a)the investigation of an offence; or(b)the arrest and custody of persons charged with an offence; or(c)the institution and carrying on of a prosecution of an offence; or(d)matters relating to such an investigation, arrest, custody or prosecution.s 91 amd 1995 No. 26 s 20
92Arrangements affecting exercise of investigation powers by State authorities and officers
(1)Where an arrangement between the Minister for this jurisdiction and the Commonwealth Minister makes provision in relation to the exercise by a State authority or officer of enforcement powers within the meaning of section 91 in relation to the cooperative scheme laws—(a)the State authority or officer is authorised to act in accordance with that arrangement; and(b)the State authority or officer must not exercise an enforcement power except in accordance with that arrangement; and(c)the exercise of, or failure to exercise, an enforcement power by a State authority or officer is to be taken to have been validly performed or withheld, despite any failure to comply with any conditions in the arrangement.(2)Notice of each arrangement under subsection (1) must be published in the government gazette and in the Commonwealth of Australia Gazette within 21 days after it is made.
Each of the following is an exempt body in relation to Queensland for the purposes of the Corporations Law of Queensland—(a)a co-operative under the Co-operatives National Law (Queensland);(b)a society within the meaning of the Cooperative Housing Societies Act 1958;(c)an association, society, institution or body incorporated under the Associations Incorporation Act 1981.s 93 sub 1991 No. 42 s 3 sch
amd 1997 No. 39 s 472 sch 7; 1999 No. 27 s 76 sch 1; 2020 No. 18 s 65 sch 1 pt 2
s 94 om 2000 No. 12 s 7
95Saving of provisions about Australian Stock Exchange Limited
(1)Section 85 does not apply in relation to the Securities Industry (Queensland) Code, part 2A.(2)Part 2A has effect, as provided in this section, despite the national scheme laws of this jurisdiction.(3)A reference in part 2A to a relevant Code, except in relation to a time before the commencement of this section, is taken to be a reference to a national scheme law of this jurisdiction.(4)Subject to subsection (5), a reference in part 2A to a particular cooperative scheme law, except in relation to a time before that commencement, is taken to be a reference to such provisions of the national scheme laws of this jurisdiction as correspond to provisions of that law.(5)A reference in part 2A to a provision of a cooperative scheme law (other than a provision of part 2A itself), except in relation to a time before that commencement, is taken to be a reference to the corresponding provision of a national scheme law of this jurisdiction.(6)Regulations in force because of section 90(6) also have effect for the purposes of this section.
96Board to continue in existence for certain purposes
The Companies Auditors and Liquidators Disciplinary Board established under the Companies (Administration) Act 1981, part 3 may perform the functions and exercise the powers conferred on it under the Companies (Queensland) Code, part 2, division 2 in respect of applications made to it under subdivision B of that division before the commencement of this section.
pt 13 div 6 hdg ins 1995 No. 26 s 21
In this division—Court means the Federal Court or the Supreme Court of a State or Territory.jurisdiction amendments means the amendments made by the Corporations (Queensland) Amendment Act 1995, sections 4 to 17.jurisdiction commencement means the commencement of the jurisdiction amendments.s 96A ins 1995 No. 26 s 21
96BApplication of jurisdiction amendments—general
The jurisdiction amendments apply to proceedings commenced, or recommenced, after the jurisdiction commencement, whether the cause of action arose before or after that commencement.s 96B ins 1995 No. 26 s 21
96CEffect of decision that court did not have jurisdiction
(1)This section applies if—(a)before the jurisdiction commencement, proceedings in respect of a civil matter under the Corporations Law of Queensland were commenced in a court (the first court) other than the Court; and(b)the first court, or another court on appeal from a decision of the first court, decided before the jurisdiction commencement that the first court did not have jurisdiction in respect of the matter; and(c)the decision that the first court did not have jurisdiction still stands at the jurisdiction commencement; and(d)the first court would have had jurisdiction in respect of the matter if the jurisdiction amendments had commenced before the cause of action arose.(2)The validity of the decision that the first court did not have jurisdiction is not affected by the jurisdiction amendments.(3)The decision does not affect a recommencement of the proceedings after the jurisdiction commencement.s 96C ins 1995 No. 26 s 21
96DEffect of absence of decision that court did not have jurisdiction
(1)This section applies if—(a)before the jurisdiction commencement, proceedings in respect of a civil matter under the Corporations Law of Queensland were commenced in a court (the first court) other than the Court; and(b)either—(i)no court expressly decided, before the jurisdiction commencement, whether the first court had jurisdiction in respect of the matter; or(ii)a decision of the first court, or of another court on appeal from a decision of the first court, that the first court had jurisdiction in respect of the matter still stands at the jurisdiction commencement.(2)For the purposes of consideration by a court, after the jurisdiction commencement, of whether the first court had jurisdiction in respect of the matter, the first court is taken to have had jurisdiction in respect of the matter if it would have had that jurisdiction if the jurisdiction amendments had commenced before the cause of action arose.s 96D ins 1995 No. 26 s 21
96EApplication of section 42AA
(1)In this section—commencement means the commencement of section 42AA.related criminal justice process decision, in relation to an offence, has the same meaning as in section 42AA.(2)Section 42AA applies in relation to—(a)a decision made on or after the commencement to prosecute a person for an offence, even if the conduct alleged to give rise to the offence occurred before that commencement; or(b)a related criminal justice process decision made on or after the commencement in relation to an offence, even if either or both of the following apply—(i)the conduct alleged to give rise to the offence occurred before the commencement;(ii)the prosecution of the offence, or an appeal arising out of the prosecution, was commenced before the commencement.(3)Section 42AA also applies in relation to—(a)a decision made before the commencement to prosecute a person for an offence, even if that decision is the subject of an application that is before a court at the commencement; or(b)a related criminal process decision made before the commencement in relation to an offence, even if either or both of the following apply—(i)the decision is the subject of an application that is before a court at the commencement;(ii)the prosecution of the offence, or an appeal arising out of that prosecution, was commenced before the commencement.s 96E ins 2001 No. 27 s 31
pt 13 div 7 hdg ins 2001 No. 45 s 29 sch 2
In this division—function includes a power.old corporations legislation has the same meaning as in the Corporations (Ancillary Provisions) Act 2001.perform includes exercise.s 96E ins 2001 No. 45 s 29 sch 2
renum 2002 No. 34 s 74 sch 6 (retro) (amdt could not be given effect)
96FFunctions of Commonwealth authorities and officers of the Commonwealth
If a Commonwealth authority or an officer of the Commonwealth has a function expressed to be conferred on the authority or officer by or under the old corporations legislation, the authority or officer is not under a duty to perform that function.s 96F ins 2001 No. 45 s 29 sch 2
renum 2002 No. 34 s 74 sch 6 (retro) (amdt could not be given effect)
97Certain transfers by companies not to constitute reduction of share capital
(1)Where land under the provisions of the Real Property Act 1861 is comprised in—(a)a building units plan registered under the Building Units Titles Act 1965; or(b)a group titles plan registered under the Group Titles Act 1973; or(c)a building units plan or a group titles plan registered under the Building Units and Group Titles Act 1980;and at the time of registration of the plan the registered proprietor of that land was a company, the transfer by the company of any lot in the building units plan or group titles plan in exchange for or in satisfaction of a right of a kind referred to in the Corporations Law, section 195(13) does not of itself constitute, and is to be taken never to have constituted, a reduction of the share capital of the company.
(2)Subsection (1) does not apply to a transfer made on or after the commencement of this subsection.s 97 amd 2000 No. 12 s 8