Compilation #1 | Effective 2016-07-01
FRBR Work URI: /akn/au/act/1989/183
This Act may be cited as the Foreign Corporations (Application of Laws) Act 1989.
This Act commences on the day on which it receives the Royal Assent.
In this Act, unless the contrary intention appears:
asset means property of any kind, and includes: any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible) in real or personal property of any description; and any chose in action; and any right, interest or claim of any kind in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing).
any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible) in real or personal property of any description; and
any chose in action; and
any right, interest or claim of any kind in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing).
Australia includes all the external Territories.
Australian court means a federal court or a court of a State or Territory.
Australian law means:
a law in force throughout Australia; or
a law of, or in force in, a part of Australia;
and includes the principles and rules of the common law and equity as so in force.
body includes an association, entity or society.
entity includes an executive entity and, in sections 8 and 9, also includes a legislative or judicial entity.
foreign corporation means a body or person incorporated in a place outside Australia.
incorporate includes form.
law includes written and unwritten law.
officer includes a director, secretary, executive officer, agent or employee of the foreign corporation.
place means a place that, in practice, applies a separate system of law.
This Act applies both within and outside Australia.
This Act extends to each of the external Territories.
This Act binds the Crown in right of the Commonwealth, each of the States, the Australian Capital Territory and the Northern Territory.
The section applies in relation to the determination of a question arising under Australian law (including a question arising in a proceeding in an Australian court) where it is necessary to determine the question by reference to a system of law other than Australian law.
Any question relating to whether a body or person has been validly incorporated in a place outside Australia is to be determined by reference to the law applied by the people in that place.
Any question relating to:
the status of a foreign corporation (including its identity as a legal entity and its legal capacity and powers); or
the membership of a foreign corporation; or
the shareholders of a foreign corporation having a share capital; or
the officers of a foreign corporation; or
the rights and liabilities of the members or officers of a foreign corporation, or the shareholders of a foreign corporation having a share capital, in relation to the corporation; or
the existence, nature or extent of any other interest in a foreign corporation; or
the internal management and proceedings of a foreign corporation; or
the validity of a foreign corporation’s dealings otherwise than with outsiders;
is to be determined by reference to the law applied by the people in the place in which the foreign corporation was incorporated.
A matter mentioned in subsection (2) or (3) is not to be taken, by implication, to limit any other matter mentioned in those subsections.
Where an act of a foreign state, or an entity of a foreign state:
purports to affect a foreign corporation or its assets or dealings; and
the act is based on, or derives from, the assertion of sovereignty or other authority over the place in which the foreign corporation was incorporated;
the act is not to be recognised, or in any way given effect to, under Australian law unless it is recognised, and would be given effect to, under the law applied by the people in the place in which the foreign corporation was incorporated.
It is the intention of the Parliament that the application of this Act is not to be affected by the recognition or non-recognition, at any time, by Australia:
of a foreign state or place; or
of the government of a foreign state or place; or
that a place forms part of a foreign state; or
of the entities created, organised or operating under the law applied by the people in a foreign state or place.
Without limiting subsection (1), it is also the intention of the Parliament that the application of this Act is not to be affected by the presence or absence, at any time, of diplomatic relations between Australia and any foreign state or place.
Endnotes
Endnote 1—About the endnotes
The endnotes provide information about this compilation and the compiled law.
The following endnotes are included in every compilation:
Endnote 1—About the endnotes
Endnote 2—Abbreviation key
Endnote 3—Legislation history
Endnote 4—Amendment history
Abbreviation key—Endnote 2
The abbreviation key sets out abbreviations that may be used in the endnotes.
Legislation history and amendment history—Endnotes 3 and 4
Amending laws are annotated in the legislation history and amendment history.
The legislation history in endnote 3 provides information about each law that has amended (or will amend) the compiled law. The information includes commencement details for amending laws and details of any application, saving or transitional provisions that are not included in this compilation.
The amendment history in endnote 4 provides information about amendments at the provision (generally section or equivalent) level. It also includes information about any provision of the compiled law that has been repealed in accordance with a provision of the law.
Editorial changes
The Legislation Act 2003 authorises First Parliamentary Counsel to make editorial and presentational changes to a compiled law in preparing a compilation of the law for registration. The changes must not change the effect of the law. Editorial changes take effect from the compilation registration date.
If the compilation includes editorial changes, the endnotes include a brief outline of the changes in general terms. Full details of any changes can be obtained from the Office of Parliamentary Counsel.
Misdescribed amendments
A misdescribed amendment is an amendment that does not accurately describe the amendment to be made. If, despite the misdescription, the amendment can be given effect as intended, the amendment is incorporated into the compiled law and the abbreviation “(md)” added to the details of the amendment included in the amendment history.
If a misdescribed amendment cannot be given effect as intended, the abbreviation “(md not incorp)” is added to the details of the amendment included in the amendment history.
Endnote 2—Abbreviation key
Endnote 3—Legislation history
Endnote 4—Amendment history