Commonwealth Consolidated Regulations

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CORPORATIONS REGULATIONS 2001 - REG 1.0.02

Interpretation

             (1)  In these Regulations:

"ABN " (Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999 .

"ACH " means Australian Clearing House Pty Limited.

"Act " means the Corporations Act 2001 .

"agent " means a person appointed under subsection 601CG (1) of the Act.

"approved deposit fund (or ADF" ) has the same meaning as in the SIS Act.

approved foreign bank :

                     (a)  in relation to a participant of a licensed market, means a bank:

                              (i)  established by or under the law of a foreign country; and

                             (ii)  in relation to which there is in force an approval given by the market licensee in accordance with its operating rules or by ASIC under the market integrity rules; and

                     (b)  in relation to a financial services licensee other than a participant of a licensed market, means a bank:

                              (i)  regulated by an overseas regulator; and

                             (ii)  in relation to which there is in force an approval given by ASIC for the purposes of this definition.

"approved form " , in relation to a provision of the Act or of these Regulations, means the form that is approved under paragraph 350 (1)(b) of the Act for use for that provision.

associated provisions , in relation to provisions (the core provisions ) of the relevant old legislation as in force at a particular time, include (but are not limited to):

                     (a)  any regulations or other instruments that are or were in force for the purposes of any of the core provisions at that time; and

                     (b)  any interpretation provisions that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and

                     (c)  any provisions relating to liability (civil or criminal) that apply or applied in relation to any of the core provisions at that time (whether or not they also apply or applied for other purposes); and

                     (d)  any provisions that limit or limited, or that otherwise affect or affected, the operation of any of the core provisions at that time (whether or not they also limit or limited, or affect or affected, the operation of other provisions).

"ASTC " means ASX Settlement and Transfer Corporation Pty Limited.

ASTC certificate cancellation provisions means the provisions of the ASTC operating rules that deal with:

                     (a)  the cancellation of certificates or other documents of title to Division 4 financial products; and

                     (b)  matters incidental to the cancellation of those certificates or documents.

ASTC-regulated transfer means a transfer of a Division 4 financial product :

                     (a)  within the meaning of :

                              (i)  Division 4 of Part 7.11 of the Act; and

                             (ii)  regulations relating to transfer made for sections 1074A and 1074E of the Act; and

                     (b)  that is effected through ASTC; and

                     (c)  that, according to the ASTC operating rules, is an ASTC-regulated transfer.

"benefit fund " has the meaning given by section 16B of the Life Insurance Act 1995 .

"building society " has the same meaning as in section 16 of the RSA Act.

"capital guaranteed " , for a superannuation product or an RSA product, means that the contributions and accumulated earnings may not be reduced by a negative investment return or a reduction in the value of an asset in which the product is invested.

capital guaranteed fund means a public offer superannuation fund, or a sub-fund of a public offer superannuation fund, that has the following characteristics:

                     (a)  its investments comprise 1 or more of the following only:

                              (i)  deposits with an ADI;

                             (ii)  investments in a capital guaranteed superannuation product or RSA product;

                     (b)  the contributions and accumulated earnings of its members cannot be reduced by negative investment returns (within the meaning of subregulation 5.01(1) of the SIS Regulations) or by any reduction in the value of its assets.

"capital guaranteed member " means a member whose interest in a public offer superannuation fund is fully invested in a capital guaranteed fund.

"carbon abatement contract " has the same meaning as in the Carbon Credits (Carbon Farming Initiative) Act 2011 .

"choice product " has the same meaning as in the SIS Act.

"CPI " means the Consumer Price Index number (being the weighted average of the 8 capital cities) published by the Australian Bureau of Statistics.

Division 3 asset means:

                     (a)  shares mentioned in paragraph 1073A(1)(a) of the Act; or

                     (b)  debentures mentioned in paragraph 1073A(1)(b) of the Act; or

                     (c)  interests in a registered scheme mentioned in paragraph 1073A(1)(c) of the Act; or

                    (ca)  a CGS depository interest mentioned in paragraph 1073A(1)(da) of the Act; or

                     (d)  securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 rights means:

                     (a)  rights mentioned in paragraph 1073A(1)(d) of the Act; and

                     (b)  rights related to securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 securities means Division 3 assets and Division 3 rights.

Division 4 financial product has the meaning given by regulation 7.11.03.

"enduring power of attorney " means an enduring power of attorney that complies with a law of a State or Territory.

Exchange body means:

                     (a)  Australian Stock Exchange Limited; or

                     (b)  a subsidiary of Australian Stock Exchange Limited.

"excluded ADF " has the same meaning as in the SIS Act.

"exempt public sector superannuation scheme (EPSSS) " has the same meaning as in the SIS Act.

"financial business " means a business that:

                     (a)  consists of, or includes, the provision of financial services; or

                     (b)  relates wholly or partly to the provision of financial services.

"form " means an approved form or a prescribed form.

"friendly society " has the meaning given by section 16C of the Life Insurance Act 1995 .

"FSR commencement " means the commencement of item 1 of Schedule 1 to the Financial Services Reform Act 2001 .

"generic MySuper product " : a class of beneficial interest in a superannuation entity is a generic MySuper product if:

                     (a)  the superannuation entity is a regulated superannuation fund; and

                     (b)  the RSE licensee of the fund (within the meaning of the SIS Act) is authorised to offer that class of beneficial interest in the fund as a MySuper product under section 29T of the SIS Act; and

                     (c)  the RSE licensee of the fund (within the meaning of the SIS Act) is not authorised to offer that class of beneficial interest in the fund as a MySuper product because section 29TA or 29TB of the SIS Act is satisfied in relation to the class.

income stream financial product means an annuity or other facility that is a financial product which provides an income stream, including:

                     (a)  an income stream that is an investment life insurance product; or

                     (b)  an income designated under section 9 of the Social Security Act 1991 or section 5H of the Veterans' Entitlements Act 1986 ;

but does not include any of the following:

                     (c)  a financial product under paragraph 764A(1)(ba) of the Act;

                     (d)  anything that is not a financial product under section 765A of the Act;

                     (e)  available money;

                      (f)  deposit money;

                     (g)  a managed investment product;

                     (h)  a security;

                      (i)  a loan that has not been repaid in full;

                      (j)  gold, silver or platinum bullion.

Note:          In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSA products are not income stream financial products.

investment-based financial product means:

                     (a)  a financial product under section 763B of the Act; or

                     (b)  a financial product under paragraph 764A(1)(ba) or (j) of the Act; or

                     (c)  a financial product under paragraph 764A(1)(m) of the Act that is specified to be an investment-based financial product; or

                     (d)  a security; or

                     (e)  a managed investment product; or

                      (f)  an investment life insurance product; or

                     (g)  a deposit product; or

                    (ga)  a carbon unit;

                   (gb)  an Australian carbon credit unit;

                    (gc)  an eligible international emissions unit;

but does not include any of the following:

                     (h)  anything that is not a financial product under section 765A of the Act;

                      (i)  an income stream financial product.

Note:          In accordance with subsections 761G(6) and (7) of the Act, superannuation products and RSA products are not income stream financial products.

"Lloyd's " has the same meaning as in the Insurance Act 1973 .

"margin loan , or margin lending" , means a standard margin lending facility.

"medical indemnity insurance product " means an arrangement:

                     (a)  under which medical indemnity cover is provided to:

                              (i)  a medical practitioner as defined in section 4 of the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 ; or

                             (ii)  a registered health professional prescribed by the Medical Indemnity (Prudential Supervision and Product Standards) Regulations 2003 for a provision of Part 3 of the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 ; and

                     (b)  to which the Medical Indemnity (Prudential Supervision and Product Standards) Act 2003 applies.

"minor fee " , for a margin loan, means a fee or cost for the margin loan that does not relate to the ordinary acquisition, operation or closure of the loan and which is less than $10.

"MySuper product " has the same meaning as in the SIS Act.

non-cash payment financial product means a financial product under section 763D of the Act, other than:

                     (a)  a derivative; or

                     (b)  a financial product under paragraph 764A(1)(k) of the Act; or

                     (c)  anything that is not a financial product under section 765A of the Act.

non-Division 3 securities means financial products to which Division 3 or 4 of Part 7.11 of the Act applies because of a declaration made by ASIC under paragraph 1075A(1)(b) of the Act.

"old Corporations Act " means the Corporations Act 2001 as in force immediately before the FSR commencement.

"policy committee " has the same meaning as in the SIS Act.

"pooled superannuation trust (or PST" ) has the same meaning as in the SIS Act.

"pre-FSR securities " means securities defined in subsection 92(3) of the old Corporations Act.

preserved benefits means preserved benefits under:

                     (a)  Subdivision 6.1.2 of the SIS Regulations; or

                     (b)  Subdivision 4.1.2 of the RSA Regulations.

proper ASTC transfer means:

                     (a)  an ASTC-regulated transfer of a Division 4 financial product effected:

                              (i)  through the prescribed CS facility operated by the ASTC; and

                             (ii)  in accordance with the operating rules of the ASTC; and

                     (b)  an ASTC-regulated transfer that the ASTC, in accordance with its operating rules, determines:

                              (i)  to comply substantially with the applicable provisions of those operating rules; and

                             (ii)  to be taken to be, and always to have been, a proper ASTC transfer.

"public offer entity " has the same meaning as in the SIS Act.

"public offer superannuation fund " has the same meaning as in the SIS Act.

"qualifying gas exchange product " means an arrangement for the physical delivery of natural gas or related goods or services, including pipeline capacity.

"qualifying gas trading exchange " means a facility:

                     (a)  established by the Australian Energy Market Operator Limited (ACN 072 010 327) exercising its functions under subsection 91BRK(1) of the National Gas Law set out in the Schedule to the National Gas (South Australia) Act 2008 (SA); and

                     (b)  through which persons may elect to buy and sell natural gas or related goods or services (including pipeline capacity).

"registration number " means:

                     (a)  for a company--the number allotted to the company under paragraph 118(1)(a) or 601BD(1)(a) of the Act; or

                     (b)  for a registered body--the number allotted to it under section 601CB or 601CE of the Act; or

                     (c)  for an auditor--the number allotted to a person on registration of that person as an auditor.

"regulated superannuation fund " has the same meaning as in the SIS Act.

restricted non-preserved benefits means restricted non-preserved benefits under:

                     (a)  Subdivision 6.1.3 of the SIS Regulations; or

                     (b)  Subdivision 4.1.3 of the RSA Regulations.

"retirement savings account " has the same meaning as in the RSA Act.

risk-based financial product means:

                     (a)  a financial product under section 763C of the Act; or

                     (b)  a life risk insurance product;

but does not include any of the following:

                     (c)  a derivative;

                     (d)  anything that is not a financial product under section 765A of the Act.

Note:          In accordance with subsections 761G(5) and (7) of the Act, general insurance products are not risk-based financial products.

"RSA Act " means the Retirement Savings Accounts Act 1997 .

"RSA Regulations " means the Retirement Savings Accounts Regulations 1997 .

settlement documents , in relation to a transaction, means:

                     (a)  if the agreement for the transaction has not been discharged--documents the supply of which in accordance with the agreement is sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction; or

                     (b)  if the agreement for the transaction has been discharged, whether by performance or otherwise--documents the supply of which in accordance with the agreement would, if the agreement had not been discharged, be sufficient to discharge the obligations of the seller under the agreement, in so far as the obligations relate to the supply of documents in connection with the transaction.

"simple managed investment scheme " means a registered management investment scheme which is or was offered because it meets 1 of the following requirements:

                     (a)  the scheme invests at least 80% of its assets in money in an account with a bank on the basis that the money is available for withdrawal:

                              (i)  immediately during the bank's normal business hours; or

                             (ii)  at the end of a fixed-term period that does not exceed 3 months;

                     (b)  the scheme invests at least 80% of its assets in money on deposit with a bank on the basis that the money is available for withdrawal:

                              (i)  immediately during the bank's normal business hours; or

                             (ii)  at the end of a fixed-term period that does not exceed 3 months;

                     (c)  the scheme invests at least 80% of its assets under 1 or more arrangements by which the responsible entity of the scheme can reasonably expect to realise the investment, at the market value of the assets, within 10 days.

"SIS Act " means the Superannuation Industry (Supervision) Act 1993 .

"SIS Regulations " means the Superannuation Industry (Supervision) Regulations 1994 .

"sub-plan " , in relation to a regulated superannuation fund, means a segment of the fund comprising a member or members of the fund, being a sub-plan that the trustee determines should be made.

"successor fund " has the same meaning as in the SIS Regulations.

"superannuation entity " has the same meaning as in the SIS Act.

"superannuation interest " has the same meaning as in the SIS Act.

"superannuation lump sum " has the meaning given by subsection 995-1(1) of the Income Tax Assessment Act 1997 .

"superannuation scheme " means a complying superannuation fund within the meaning of subsection 995-1(1) of the Income Tax Assessment Act 1997 .

superannuation-sourced money means money in relation to which:

                     (a)  the provider of a financial service knows that the money:

                              (i)  will be paid to a person as a superannuation lump sum by the trustee of a regulated superannuation fund; or

                             (ii)  has been paid as an eligible termination payment (within the meaning of these Regulations as in force immediately before 1 July 2007) or as a superannuation lump sum at any time during the previous 6 months; or

                     (b)  the provider of the financial service ought reasonably to know that fact.

"trustee " in relation to a superannuation scheme, includes a person responsible for the administration and management of the scheme.

unrestricted non-preserved benefits means unrestricted non-preserved benefits under:

                     (a)  Subdivision 6.1.4 of the SIS Regulations; or

                     (b)  Subdivision 4.1.4 of the RSA Regulations.

warrant means a financial product:

                     (a)  that is:

                              (i)  a derivative under section 761D of the Act; or

                             (ii)  a financial product that would, apart from the effect of paragraph 761D(3)(c) of the Act, be a derivative for section 761D of the Act, and is excluded by that paragraph only because:

                                        (A)  it is a security under paragraph (c) of the definition of security in section 761A of the Act; or

                                        (B)  it is a legal or equitable right or interest mentioned in subparagraph 764A(1)(b)(ii) of the Act; or

                                        (C)  it is a legal or equitable right or interest mentioned in subparagraph 764A(1)(ba)(ii) of the Act; and

                     (b)  that is transferable.

             (2)  In these Regulations, a reference to a form by number is a reference to the form so numbered in Schedule 2.



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