Foreign Corporations (Application of Laws) Act 1989

No. 183, 1989

Compilation No.   1

Compilation date: 1 July 2016

Includes amendments up to: Act No. 59, 2015

Registered: 14 July 2016

About this compilation

This compilation

This is a compilation of the Foreign Corporations (Application of Laws) Act 1989 that shows the text of the law as amended and in force on 1 July 2016 (the compilation date).

The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Legislation Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the series page on the Legislation Register for the compiled law.

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.

Editorial changes

For more information about any editorial changes made in this compilation, see the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the series page on the Legislation Register for the compiled law.

Self - repealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.

Contents

1 Short title 1

2 Commencement 1

3 Interpretation 1

4 Extraterritorial operation of Act 2

5 Extension of Act to external Territories 2

6 Act to bind Crown 2

7 Law applied in place of incorporation applicable law in determining questions relating to status of foreign corporation etc. 3

8 Certain acts not to be recognised etc. 4

9 Recognition or non-recognition irrelevant consideration in application of Act etc. 4

Endnotes 5

Endnote 1—About the endnotes 5

Endnote 2—Abbreviation key 7

Endnote 3—Legislation history 8

Endnote 4—Amendment history 9

An Act relating to the law to be applied in determining certain questions relating to foreign corporations, and for related purposes
1 Short title

This Act may be cited as the Foreign Corporations (Application of Laws) Act 1989.
2 Commencement

This Act commences on the day on which it receives the Royal Assent.
3 Interpretation

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).

 a

any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible) in real or personal property of any description; and

 b

any chose in action; and

 c

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

a law in force throughout Australia; or

 b

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.
4 Extraterritorial operation of Act

This Act applies both within and outside Australia.
5 Extension of Act to external Territories

This Act extends to each of the external Territories.
6 Act to bind Crown

This Act binds the Crown in right of the Commonwealth, each of the States, the Australian Capital Territory and the Northern Territory.
7 Law applied in place of incorporation applicable law in determining questions relating to status of foreign corporation etc. 1

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.

 2

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.

 3

Any question relating to:

 a

the status of a foreign corporation (including its identity as a legal entity and its legal capacity and powers); or

 b

the membership of a foreign corporation; or

 c

the shareholders of a foreign corporation having a share capital; or

 d

the officers of a foreign corporation; or

 e

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

 f

the existence, nature or extent of any other interest in a foreign corporation; or

 g

the internal management and proceedings of a foreign corporation; or

 h

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.

 4

A matter mentioned in subsection (2) or (3) is not to be taken, by implication, to limit any other matter mentioned in those subsections.
8 Certain acts not to be recognised etc.

Where an act of a foreign state, or an entity of a foreign state:

 a

purports to affect a foreign corporation or its assets or dealings; and

 b

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.
9 Recognition or non-recognition irrelevant consideration in application of Act etc. 1

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:

 a

of a foreign state or place; or

 b

of the government of a foreign state or place; or

 c

that a place forms part of a foreign state; or

 d

of the entities created, organised or operating under the law applied by the people in a foreign state or place.

 2

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
ad = added or inserted o = order(s)
am = amended Ord = Ordinance
amdt = amendment orig = original
c = clause(s) par = paragraph(s)/subparagraph(s)
C[x] = Compilation No. x /sub-subparagraph(s)
Ch = Chapter(s) pres = present
def = definition(s) prev = previous
Dict = Dictionary (prev…) = previously
disallowed = disallowed by Parliament Pt = Part(s)
Div = Division(s) r = regulation(s)/rule(s)
ed = editorial change reloc = relocated
exp = expires/expired or ceases/ceased to have renum = renumbered
effect rep = repealed
F = Federal Register of Legislation rs = repealed and substituted
gaz = gazette s = section(s)/subsection(s)
LA = Legislation Act 2003 Sch = Schedule(s)
LIA = Legislative Instruments Act 2003 Sdiv = Subdivision(s)
(md) = misdescribed amendment can be given SLI = Select Legislative Instrument
effect SR = Statutory Rules
(md not incorp) = misdescribed amendment Sub-Ch = Sub-Chapter(s)
cannot be given effect SubPt = Subpart(s)
mod = modified/modification underlining = whole or part not
No. = Number(s) commenced or to be commenced

Endnote 3—Legislation history
Act Number and year Assent Commencement Application, saving and transitional provisions
Foreign Corporations (Application of Laws) Act 1989 183, 1989 29 Dec 1989 29 Dec 1989 (s 2)
Norfolk Island Legislation Amendment Act 2015 59, 2015 26 May 2015 Sch 2 (item 162): 1 July 2016 (s 2(1) item 5) Sch 2 (items 356–396): 18 June 2015 (s 2(1) item 6) Sch 2 (items 356–396)
as amended by
Territories Legislation Amendment Act 2016 33, 2016 23 Mar 2016 Sch 2: 24 Mar 2016 (s 2(1) item 2) —

Endnote 4—Amendment history
Provision affected How affected
s 6 am No. 59, 2015