terms that are defined for the purposes of a single section or part of a single section; and

terms that are defined for the purposes of Chapter 10 (transitional provisions), Schedule 2 (the Insolvency Practice Schedule) or Schedule 4 (transfer of financial institutions and friendly societies).

To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.

includes (but is not limited to) admitted to quotation on the market; and

for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has a meaning affected by section 1042E.

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

Aboriginal and Torres Strait Islander corporation means a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

ACCC means the Australian Competition and Consumer Commission.

accounting standard means:

an instrument in force under section 334; or

a provision of such an instrument as it so has effect.

accumulation recovery day means 8 September 2022.

ACN (short for “Australian Company Number”) is the number given by ASIC to a company on registration (see sections 118 and 601BD).

ACNC means the Australian Charities and Not-for-profits Commission.

acquire, in relation to a financial product, has the meaning given by section 761E.

act includes thing.

add-on insurance product has the same meaning as in section 12DO of the Australian Securities and Investments Commission Act 2001.

adequate, in relation to compensation arrangements or proposed compensation arrangements, has the meaning given by section 885B.

administration, in relation to a company, has the meaning given by section 435C.

administrator:

in relation to a body corporate but not in relation to a deed of company arrangement:

means an administrator of the body or entity appointed under Part 5.3A; and

if 2 or more persons are appointed under that Part as administrators of the body or entity—has a meaning affected by paragraph 451A(2)(b); or

in relation to a deed of company arrangement:

means an administrator of the deed appointed under Part 5.3A; and

if 2 or more persons are appointed under that Part as administrators of the deed—has a meaning affected by paragraph 451B(2)(b).

admit to quotation: financial products are admitted to quotation on a market if the market operator has given unconditional permission for quotation of the financial products on the market.

AFCA (short for the Australian Financial Complaints Authority) has the meaning given by section 761A.

AFCA regulated superannuation scheme has the meaning given by section 761A.

AFCA’s accumulated unpaid fees has the meaning given by subsection 1058B(4).

AFCA scheme has the meaning given by section 761A.

AFCA staff member has the meaning given by section 761A.

AFCA’s unpaid fees, for a month, has the meaning given by subsection 1058B(2).

affairs:

in relation to a body corporate (other than a CCIV)—has, in the provisions referred to in section 53, a meaning affected by that section; and

in relation to a body corporate that is a CCIV—has, in the provisions referred to in section 53AAA, a meaning affected by that section.

agency means an agency, authority, body or person.

AGM means an annual general meeting of a company that section 250N requires to be held.

agreement, in Chapter 6 or 7, means a relevant agreement.

amount includes a nil amount and zero.

annual transparency report means a report required by section 332A.

annual turnover, of a body corporate during a 12-month period, means the sum of the values of all the supplies that the body corporate, and any body corporate related to the body corporate, have made, or are likely to make, during the 12-month period, other than:

supplies made from any of those bodies corporate to any other of those bodies corporate; or

supplies that are input taxed; or

(c) supplies that are not for consideration (and are not taxable supplies under A New Tax System (Goods and Services Tax) Act 1999); orsection 72-5 of the

supplies that are not made in connection with an enterprise that the body corporate carries on; or

supplies that are not connected with Australia.

Expressions used in this definition that are also used in the A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as in that Act.

annuity policy has the meaning given by section 761A.

APFRN: see Australian Passport Fund Registration Number.

application facility, in relation to a CSF offer, has the meaning given by subsection 738ZA(3).

apportionable claim, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(1).

appropriate, in relation to a target market determination, has the meaning given by subsection 994B(8A).

appropriate officer, in Part 5.8 (offences), has the meaning given by subsection 589(5).

approved code of conduct means a code of conduct approved by ASIC by legislative instrument under section 1101A, and includes a replacement code of conduct approved under that section.

approved deposit fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

approved stock exchange has the same meaning as in the Income Tax Assessment Act 1997.

APRA means the Australian Prudential Regulation Authority.

ARBN (short for “Australian Registered Body Number”) is the number given by ASIC to a registrable body on registration under Part 5B.2.

ARFN (short for Australian Registered Fund Number) is the number given by ASIC to a sub-fund of a CCIV on registration of the sub-fund (see subsection 1222S(3)).

arrangement:

(a) in arrangement includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods; andPart 5.1 (arrangements and reconstructions)—

(b) for the purposes of Chapter 7 (financial services and markets)—arrangement has the meaning given by subsection 761B(1).

ARSN (short for “Australian Registered Scheme Number”) is the number given by ASIC to a registered scheme on registration (see section 601EB).

ASIC means the Australian Securities and Investments Commission.

ASIC Act means the Australian Securities and Investments Commission Act 2001 and includes the regulations made under that Act.

ASIC database means so much of the national companies database kept by ASIC as consists of: some or all of a register kept by ASIC under this Act; or information set out in a document lodged under this Act; but does not include ASIC’s document imaging system.

some or all of a register kept by ASIC under this Act; or

information set out in a document lodged under this Act;

but does not include ASIC’s document imaging system.

ASIC delegate has the same meaning as in the ASIC Act.

asset has the meaning given by section 9AB.

asset-based fee has the meaning given by section 964F.

associate has the meaning given by sections 10 to 17.

associated entity has the meaning given by section 50AAA.

AUASB means the Auditing and Assurance Standards Board.

audit means an audit conducted for the purposes of this Act and includes a review of a financial report for a financial year or a half-year conducted for the purposes of this Act.

audit activity: see the definition of engage in audit activity.

audit company means a company that consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

audit-critical employee, in relation to a company, or the responsible entity for a registered scheme, or a registrable superannuation entity, that is the audited body for an audit, means a person who:

is an employee of the company, of the responsible entity for the registered scheme or of the RSE licensee for the registrable superannuation entity; and

is able, because of the position in which the person is employed, to exercise significant influence over:

a material aspect of the contents of the financial report being audited; or

the conduct or efficacy of the audit.

audited body, in relation to an audit of a company, registered scheme or registrable superannuation entity, means the company, registered scheme or registrable superannuation entity in relation to which the audit is, or is to be, conducted.

audit firm means a firm that consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

auditing standard means:

a standard in force under section 336; or

a provision of such a standard as it so has effect.

auditor for the purposes of the RSE licensee law means an auditor appointed in fulfilment of a requirement imposed by a provision of the RSE licensee law.

auditor independence requirements of this Act means the requirements of Divisions 3, 4 and 5 of Part 2M.4.

auditor’s report means:

an auditor’s report on an annual financial report required by section 308; or

an auditor’s report on a half-year financial report required by section 309; or

an auditor’s report on an annual sustainability report required by section 301A.

Australia means the Commonwealth of Australia and, when used in a geographical sense, includes each Territory.

Australian ADI means:

(a) an ADI (authorised deposit-taking institution) within the meaning of the Banking Act 1959; and

a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution.

Australian business law means a law of the Commonwealth, or of a State or Territory, that is a law that regulates, or relates to the regulation of, business or persons engaged in business.

Australian carbon credit unit has the same meaning as in the Carbon Credits (Carbon Farming Initiative) Act 2011.

Australian court means a federal court or a court of a State or Territory.

Australian CS facility licence means a licence under section 824B that authorises a person to operate a clearing and settlement facility.

Australian derivative trade repository licence means a licence under section 905C that authorises a body corporate to operate a derivative trade repository.

Australian financial services licence means a licence under section 913B that authorises a person who carries on a financial services business to provide financial services.

Australian law means a law of the Commonwealth or of a State or Territory.

Australian market licence means a licence under section 795B that authorises a person to operate a financial market.

Australian member: a person is an Australian member of a notified foreign passport fund if:

the person holds an interest in the fund that was acquired in this jurisdiction; or

the person is ordinarily resident in this jurisdiction and holds an interest in the fund.

Australian passport fund means:

a registered scheme that is registered as a passport fund under Part 8A.3; or

a sub-fund of a retail CCIV that is registered as a passport fund under Part 8A.3.

Australian Passport Fund Registration Number means the number assigned to an Australian passport fund under paragraph 1212A(2)(a).

authorised audit company means a company registered under Part 9.2A.

authorised clearing and settlement facility has the meaning given by section 761A.

authorised representative of a financial services licensee means a person authorised in accordance with section 916A or 916B to provide a financial service or financial services on behalf of the licensee.

bank or banker includes, but is not limited to, a body corporate that is an ADI (authorised deposit-taking institution) for the purposes of the Banking Act 1959.

banking corporation means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned).

banning order means an order made under subsection 920A(1).

base prospectus has the meaning given by subsection 713C(1).

base salary has the meaning specified in regulations made for the purposes of this definition.

basic banking product has the meaning given by section 961F.

basic deposit product means a deposit product that is a facility in relation to which the following conditions are satisfied: (a) the terms applicable to the facility (the governing terms) do not permit the amount from time to time standing to the credit of the facility to be reduced otherwise than in consequence of one or more of the following: a withdrawal, transfer or debit on the instruction of, or by authority of, the depositor, not being on account of entry fees, exit fees or charges for the management of the funds (but this does not exclude charges for the maintenance of the facility itself); a payment of charges or duties on deposits into, or withdrawals from, the facility that are payable under a law of the Commonwealth or of a State or Territory; a payment that a law of the Commonwealth, or of a State or Territory, requires to be made out of the facility; a payment that an order of a court requires to be made out of the facility; the exercise of a right to combine accounts; the correction of an error; any other circumstances specified in regulations made for the purposes of this subparagraph; and any return to be generated for the depositor on the amount from time to time standing to the credit of the facility is an amount that is set out in, or that is calculated by reference to a rate or rates that are set out in, the governing terms; and either: (i) there is no minimum period before which funds cannot be withdrawn or transferred from the facility without a reduction in the return generated for the depositor; or if there is such a period, it expires on or before the end of the period of 5 years starting on the day on which funds were first deposited in the facility; and unless subparagraph (c)(ii) applies and the period referred to in that subparagraph expires on or before the end of the period of 2 years starting on the day on which funds were first deposited in the facility—funds are able to be withdrawn or transferred from the facility on the instruction of, or by authority of, the depositor: without any prior notice to the ADI that makes the facility available; or if the ADI that makes the facility available is included in a class of ADIs specified in regulations made for the purposes of this subparagraph—subject to a prior notice requirement that does not exceed the period specified in those regulations in relation to that class of ADIs; whether or not the withdrawal or transfer will attract a reduction in the return generated for the depositor as mentioned in subparagraph (c)(i); and any other conditions specified in regulations made for the purposes of this paragraph. begin, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

(a) the terms applicable to the facility (the governing terms) do not permit the amount from time to time standing to the credit of the facility to be reduced otherwise than in consequence of one or more of the following:

a withdrawal, transfer or debit on the instruction of, or by authority of, the depositor, not being on account of entry fees, exit fees or charges for the management of the funds (but this does not exclude charges for the maintenance of the facility itself);

a payment of charges or duties on deposits into, or withdrawals from, the facility that are payable under a law of the Commonwealth or of a State or Territory;

a payment that a law of the Commonwealth, or of a State or Territory, requires to be made out of the facility;

a payment that an order of a court requires to be made out of the facility;

the exercise of a right to combine accounts;

the correction of an error;

any other circumstances specified in regulations made for the purposes of this subparagraph; and

any return to be generated for the depositor on the amount from time to time standing to the credit of the facility is an amount that is set out in, or that is calculated by reference to a rate or rates that are set out in, the governing terms; and

either:

(i) there is no minimum period before which funds cannot be withdrawn or transferred from the facility without a reduction in the return generated for the depositor; or

if there is such a period, it expires on or before the end of the period of 5 years starting on the day on which funds were first deposited in the facility; and

unless subparagraph (c)(ii) applies and the period referred to in that subparagraph expires on or before the end of the period of 2 years starting on the day on which funds were first deposited in the facility—funds are able to be withdrawn or transferred from the facility on the instruction of, or by authority of, the depositor:

without any prior notice to the ADI that makes the facility available; or

if the ADI that makes the facility available is included in a class of ADIs specified in regulations made for the purposes of this subparagraph—subject to a prior notice requirement that does not exceed the period specified in those regulations in relation to that class of ADIs;

whether or not the withdrawal or transfer will attract a reduction in the return generated for the depositor as mentioned in subparagraph (c)(i); and

any other conditions specified in regulations made for the purposes of this paragraph.

begin, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

benchmark administrator licence means a licence granted under section 908BC.

benchmark administrator licensee means a person who holds a benchmark administrator licence.

benefit:

means any benefit, whether by way of payment of cash or otherwise; and

when used in Division 2 of Part 2D.2 (sections 200 to 200J)—has the meaning given by section 200AB.

benefit derived and detriment avoided:

because of an offence—has the meaning given by section 1311D; and

because of a contravention of a civil penalty provision—has the meaning given by section 1317GAD.

benefit ratio has the meaning given by subsection 963B(3A).

benefit ratio requirements has the meaning given by subsection 963BA(1).

bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong.

bidder for a takeover bid means the person who makes or proposes to make, or each of the people who make or propose to make, the offers under the bid (whether personally or by an agent or nominee).

bidder’s statement means a bidder’s statement under sections 636 and 637 as supplemented.

bid period:

for an off-market bid—starts when the bidder’s statement is given to the target and ends:

1 month later if no offers are made under the bid; or

at the end of the offer period; and

for a market bid—starts when the bid is announced to the relevant financial market and ends at the end of the offer period.

binder has the meaning given by section 761A.

Board, when used in Part 9.2, means the Companies Auditors Disciplinary Board.

board limit means a limit described in section 201N.

board limit resolution means a resolution described in paragraph 201P(1)(a).

body means a body corporate or an unincorporated body and includes, for example, a society or association.

body corporate:

includes a body corporate that is being wound up or has been dissolved; and

in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body; and

for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(2) (about Part 5.7 bodies).

body corporate licensee has the meaning given by section 910A.

body regulated by APRA has the meaning given by subsection 3(2) of the Australian Prudential Regulation Authority Act 1998.

books includes:

a register; and

any other record of information; and

financial reports or financial records, however compiled, recorded or stored; and

sustainability reports or sustainability records, however compiled, recorded or stored; and

a document;

but does not include an index or recording made under Subdivision D of Division 5 of Part 6.5.

borrow includes obtain credit and: (a) in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and (b) in borrowed has the meaning given by section 964G.Part 7.7A (best interests obligations and remuneration)— business affairs, in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD.

(a) in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and

(b) in borrowed has the meaning given by section 964G.Part 7.7A (best interests obligations and remuneration)—

business affairs, in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD.

business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.

Business Names Register means the Register established and maintained under section 22 of the Business Names Registration Act 2011.

buy-back by a company means the acquisition by the company of shares in itself.

buy-back agreement by a company means an agreement by the company to buy back its own shares (whether the agreement is conditional or not).

cancellation time, in relation to a registration prohibition order, has the meaning given by subparagraph 921L(1)(c)(i).

capital reserve establishment contribution has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023.

carry on, in relation to a business, has a meaning affected by Division 3.

Cash Settlement Fact Sheet means a Cash Settlement Fact Sheet required by section 948C to be given in accordance with Division 3A of Part 7.7.

CCIV: see corporate collective investment vehicle.

certificate of transfer has the meaning given by subsection 601WBG(1).

certified means:

in relation to a copy of, or extract from, a document—certified by a statement in writing to be a true copy of, or extract from, the document; or

in relation to a translation of a document—certified by a statement in writing to be a correct translation of the document into English.

CGS depository interest has the meaning given by section 761A.

CGS depository interest information website has the meaning given by subsection 1020AH(1).

Chapter 5 body corporate means a body corporate: that is being wound up; or that is a CCIV of which one or more sub-funds is being wound up; or in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting; or that is under administration; or that has executed a deed of company arrangement that has not yet terminated; or that is under restructuring; or that has made a restructuring plan that has not yet terminated; or that has entered into a compromise or arrangement with another person the administration of which has not been concluded.

that is being wound up; or

that is a CCIV of which one or more sub-funds is being wound up; or

in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting; or

that is under administration; or

that has executed a deed of company arrangement that has not yet terminated; or

that is under restructuring; or

that has made a restructuring plan that has not yet terminated; or

that has entered into a compromise or arrangement with another person the administration of which has not been concluded.

charge means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise.

chief executive function has the meaning given by section 295A.

chief financial officer function has the meaning given by section 295A.

child: without limiting who is a child of a person for the purposes of this Act, someone is the child of a person if he or she is a child of the person within the meaning of the Family Law Act 1975.

choice product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

circulating security interest means a security interest that is: a PPSA security interest, if: (i) the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and the grantor (within the meaning of that Act) has title to the asset; or a floating charge.

a PPSA security interest, if:

(i) the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and

the grantor (within the meaning of that Act) has title to the asset; or

a floating charge.

civil matter means a matter other than a criminal matter.

civil penalty order means any of the following: a declaration of contravention under section 1317E; a pecuniary penalty order under section 1317G; a relinquishment order under section 1317GAB; a refund order under section 1317GA or 1317GB; a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE; an order under section 206C disqualifying a person from managing corporations. civil penalty provision has the meaning given in subsection 1317E(3).

a declaration of contravention under section 1317E;

a pecuniary penalty order under section 1317G;

a relinquishment order under section 1317GAB;

a refund order under section 1317GA or 1317GB;

a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE;

an order under section 206C disqualifying a person from managing corporations.

civil penalty provision has the meaning given in subsection 1317E(3).

claimant intermediary has the meaning given by section 761CAA.

claims handling and settling service has the meaning given by section 766G.

class has:

in relation to shares in a CCIV—a meaning affected by sections 57 and 1230A; and

in relation to shares (other than shares in a CCIV) or interests in a managed investment scheme—a meaning affected by section 57; and

when used in relation to securities for the purposes of Chapter 6, 6A or 6C—a meaning affected by subsection 605(2); and

(d) in relation to financial products or financial services—has a meaning affected by regulations made for the purposes of section 761CA.

class of product advice has the meaning given by section 910A.

clawback requirements has the meaning given by subsection 963BA(3).

clearing and settlement arrangements for transactions effected through a financial market has the meaning given by section 790A.

clearing and settlement facility:

has the meaning given by section 768A; and

(b) in relation to an Australian CS facility licence—has a meaning affected by section 824E.

clearing requirements, in relation to derivative transactions, has the meaning given by subsection 901A(7).

client:

for an issue situation—has the meaning given by paragraph 1012B(2)(c); and

for a recommendation situation—has the meaning given by paragraph 1012A(2)(c); and

for a sale situation—has the meaning given by paragraph 1012C(2)(c); and

of a trustee company—has the meaning given by subsection 601RAB(3); and

client money reporting rules has the meaning given by section 981J.

climate statements means annual climate statements under sections 296A and 296B.

closed, in relation to a CSF offer, has the meaning given by subsection 738N(3).

closely related party of a member of the key management personnel for an entity means:

a spouse or child of the member; or

a child of the member’s spouse; or

a dependant of the member or of the member’s spouse; or

anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

a company the member controls; or

a person prescribed by the regulations for the purposes of this paragraph.

coastal sea:

in relation to Australia—means:

the territorial sea of Australia; and

the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;

and includes the airspace over, and the sea-bed and subsoil beneath, any such sea; and

(b) in relation to a State or Territory—means so much of the coastal sea of Australia as is within the area described in Schedule 1 to the Offshore Petroleum and Greenhouse Gas Storage Act 2006 under the heading that refers to that State or Territory.

code of conduct means a code of conduct that relates to any aspect of the activities of: financial services licensees; or authorised representatives of financial services licensees; or issuers of financial products; being activities in relation to which ASIC has a regulatory responsibility.

financial services licensees; or

authorised representatives of financial services licensees; or

issuers of financial products;

being activities in relation to which ASIC has a regulatory responsibility.

Code of Ethics means the Code of Ethics in force under section 921E.

collective investment fund has the meaning given by subsection 1212(1).

commence, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

commencement, in relation to an accounting standard or a sustainability standard, means:

in the case of an accounting standard or a sustainability standard as originally in effect—the time when the accounting standard or sustainability standard took effect; or

in the case of an accounting standard or a sustainability standard as varied by a particular provision of an instrument made under section 334 or 336A—the time when that provision took effect.

common fund, in Chapter 5D (licensed trustee companies), has the meaning given by subsection 601SCA(2).

Commonwealth means the Commonwealth of Australia and, when used in a geographical sense, includes each Territory.

Commonwealth authority means an authority or other body (whether incorporated or not) that is established or continued in existence by or under an Act.

Commonwealth body means:

(a) an Agency (within the meaning of the Public Service Act 1999); or

a body, whether incorporated or not, established for a public purpose by or under a law of the Commonwealth; or

a person:

holding or performing the duties of an office established by or under a law of the Commonwealth; or

holding an appointment made under a law of the Commonwealth.

communication facility, in relation to a CSF offer, has the meaning given by subsection 738ZA(5).

company means a company registered under this Act and: in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and in Part 5B.1, includes an unincorporated registrable body.

in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and

in Part 5B.1, includes an unincorporated registrable body.

company limited by guarantee means a company formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up.

company limited by shares means a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.

compelled financial benchmark rules means rules made under section 908CD.

compensation arrangements has the meaning given by section 880B.

compensation proceedings has the meaning given by section 1317DAAA.

compensation rules has the meaning given by section 880B.

complaint, in Part 7.8A (design and distribution requirements), has the meaning given by subsection 994A(2).

complete, in relation to a CSF offer, has the meaning given by subsection 738N(7).

compliance committee means a compliance committee established under section 601JA.

compliance period for an infringement notice issued under section 1317DAC has the meaning given by section 1317DAH.

compulsory transfer determination has the meaning given by subsection 601WBA(1).

concurrent wrongdoer, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(3).

condition means a condition or restriction to which the licence is subject, or will be subject, as the case requires.

conflicted remuneration has the meaning given by section 963A, as affected by sections 963AA, 963B and 963C.

conflict of interest situation, in Chapter 2M (financial reports and audit), has the meaning given by section 324CD.

connected with a corporation: see section 64B.

consideration period for a notice of intention to offer interests in a foreign passport fund in this jurisdiction has the meaning given by section 1213D.

consolidated entity means a company, registered scheme, registrable superannuation entity or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.

constitution means (depending on the context): (a) a company’s constitution, which (where relevant) includes rules and consequential amendments that are part of the company’s constitution because of the Life Insurance Act 1995; or a managed investment scheme’s constitution; or in relation to any other kind of body: the body’s charter or memorandum; or any instrument or law (other than this Act) constituting, or defining the constitution of, the body or governing the activities of the body or its members.

(a) a company’s constitution, which (where relevant) includes rules and consequential amendments that are part of the company’s constitution because of the Life Insurance Act 1995; or

a managed investment scheme’s constitution; or

in relation to any other kind of body:

the body’s charter or memorandum; or

any instrument or law (other than this Act) constituting, or defining the constitution of, the body or governing the activities of the body or its members.

consumer credit insurance has the same meaning as in the Insurance Contracts Act 1984.

continuous disclosure notice means:

(a) a document used to notify a market operator of information relating to a body under provisions of the market’s listing rules referred to in subsections 674(1) and 674A(1); or

a document under section 675 or 675A lodged in relation to the body.

continuously quoted securities are securities that:

are in a class of securities that were quoted ED securities at all times in the 3 months before the date of the prospectus or Product Disclosure Statement; and

are securities of an entity in relation to which the following subparagraphs are satisfied during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the date of the prospectus or Product Disclosure Statement:

no exemption under section 111AS or 111AT, or modification under section 111AV, covered the entity, or any person as director or auditor of the entity;

no exemption under paragraph 741(1)(a), or declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A covered the entity, or any person as director or auditor of the entity;

no order under section 340, 340A, 341 or 341A covered the entity, or any person as director or auditor of the entity;

and, for these purposes, securities are not in different classes merely because of a temporary difference in the dividend, or distribution rights, attaching to the securities or because different amounts have been paid up on the securities.

contract of insurance, in Division 4 (special provisions relating to insurance) of Part 7.8, has a meaning affected by subsection 985A(1).

contravene, in relation to a civil penalty provision, has a meaning affected by subsection 1317E(4).

contravention proceedings means proceedings under section 1101B by a person referred to in paragraph 1101B(1)(b) or (d).

contribution plan means a plan in respect of which the following conditions are met: (a) regular deductions are made from the wages or salary of an employee or director (the contributor) to acquire financial products that are offered for issue or sale to the contributor under a scheme for employees or directors of a company to acquire any of the following financial products of the company: fully paid ordinary shares; options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares; units in fully paid ordinary shares; the deductions are authorised by the contributor in a form which is included in, or accompanies, the disclosure document or the Product Disclosure Statement for the scheme; before acquiring the financial products under the scheme, the deductions are held on trust in an account with an Australian ADI that is kept solely for that purpose; the contributor may elect to discontinue the deductions at any time; if the contributor so elects, the amount of the deductions standing, at that time, to the credit of the account for the contributor, and any interest on that amount, is repaid to the contributor; the scheme does not involve the offer to the contributor of a loan or similar financial assistance for the purpose of, or in connection with, the acquisition of the financial products that are offered under the scheme.

(a) regular deductions are made from the wages or salary of an employee or director (the contributor) to acquire financial products that are offered for issue or sale to the contributor under a scheme for employees or directors of a company to acquire any of the following financial products of the company:

fully paid ordinary shares;

options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares;

units in fully paid ordinary shares;

the deductions are authorised by the contributor in a form which is included in, or accompanies, the disclosure document or the Product Disclosure Statement for the scheme;

before acquiring the financial products under the scheme, the deductions are held on trust in an account with an Australian ADI that is kept solely for that purpose;

the contributor may elect to discontinue the deductions at any time;

if the contributor so elects, the amount of the deductions standing, at that time, to the credit of the account for the contributor, and any interest on that amount, is repaid to the contributor;

the scheme does not involve the offer to the contributor of a loan or similar financial assistance for the purpose of, or in connection with, the acquisition of the financial products that are offered under the scheme.

contributory means:

in relation to a company (other than a no liability company):

a person liable as a member or past member to contribute to the property of the company if it is wound up; and

for a company with share capital—a holder of fully paid shares in the company; and

before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)—a person alleged to be such a contributory; and

in relation to a Part 5.7 body:

a person who is a contributory by virtue of section 586; and

before the final determination of the persons who are contributories by virtue of that section—a person alleged to be such a contributory; and

in relation to a no liability company—subject to subsection 254M(2), a member of the company; and

in relation to a sub-fund of a CCIV—a person who is a contributory of the CCIV under paragraph (a), if the person is liable as mentioned in subparagraph (a)(i) as a member or past member of the sub-fund, or is a holder of shares referable to the sub-fund.

control:

unless paragraph (b) applies—has the meaning given by section 50AA; and

when used in Part 7.6—has the meaning given by section 910B.

control day, in relation to a controller of property of a corporation, means:

unless paragraph (b) applies:

in the case of a receiver, or receiver and manager, of that property—the day when the receiver, or receiver and manager, was appointed; or

in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a security interest—the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that security interest; or

if the controller became a controller of property of the corporation:

to act with an existing controller of such property; or

in place of a controller of such property who has died or ceased to be a controller of such property;

the day that is, because of any other application or applications of this definition, the control day in relation to the controller referred to in subparagraph (i) or (ii).

controlled Australian financial body has the meaning given by subsection 852DA(2).

controller, in relation to property of a corporation, means:

a receiver, or receiver and manager, of that property; or

anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a security interest;

and has a meaning affected by paragraph 434F(b) (which deals with 2 or more persons appointed as controllers).

convertible note has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act 1936.

convertible securities: securities are convertible into another class of securities if the holder may, by the exercise of rights attached to those securities:

have the other class of securities issued to them; or

have the securities transform into securities of that other class.

An option may be a convertible security even if it is non-renounceable.

core obligation has the meaning given by subsection 912D(3).

core officer, of a corporation (other than a CCIV), means a person covered by paragraph 9AD(1)(a) or (b).

corporate collective investment vehicle or CCIV means a company that is registered as a corporate collective investment vehicle under this Act.

corporate director of a CCIV has the meaning given by subsection 1224(3).

corporate responsibility provision has the meaning given by section 188.

corporation has the meaning given by section 57A.

corporation/scheme civil penalty provision has the meaning given by subsection 1317E(3).

Corporations legislation means:

this Act; and

the ASIC Act; and

rules of court made by the Federal Court, the Supreme Court of the Australian Capital Territory, or Judges of the Federal Circuit and Family Court of Australia (Division 1), because of a provision of this Act; and

rules of court applied by the Supreme Court, or a State Family Court, of a State, or by the Supreme Court of the Northern Territory or of Norfolk Island, when exercising jurisdiction conferred by Division 1 of Part 9.6A (including jurisdiction conferred by virtue of any previous application or applications of this paragraph).

court has the meaning given by section 58AA.

Court has the meaning given by section 58AA.

CPD provision (short for continuing professional development provision) means:

subsection 921BA(4); or

subsection 921BB(3).

CPD year (short for continuing professional development year) has the meaning given by section 910A.

credit licensee means a licensee within the meaning of the National Consumer Credit Protection Act 2009.

creditor of a sub-fund of a CCIV means a creditor of the CCIV, if the debt or claim is, to any extent, a liability of the sub-fund.

creditor-defeating disposition has the meaning given by section 588FDB.

creditors’ voluntary winding up means a winding up under Part 5.5, other than a members’ voluntary winding up.

crowd-funding service that a person provides has the meaning given by section 766F.

CSF is short for crowd-sourced funding.

CS facility licensee means a person who holds an Australian CS facility licence.

CS facility rules means rules made under section 826H.

CSF audit threshold means:

unless paragraph (b) applies—$3 million; or

any amount prescribed by the regulations for the purposes of this paragraph.

CSF intermediary has the meaning given by section 738C.

CSF offer has the meaning given by section 738B.

CSF offer document, in relation to a CSF offer, has the meaning given by subsection 738J(1).

CSF shareholder, of a proprietary company, means an entity that holds one or more securities of the company due to being issued with the securities pursuant to a CSF offer by the company.

CSLR operator (short for financial services compensation scheme of last resort operator) means the person for whom an authorisation under section 1060 is in force.

CSLR staff member means:

a director, officer or employee of the CSLR operator; or

a person engaged as a consultant to, or to perform services for, the CSLR operator for the purposes of the financial services compensation scheme of last resort.

CS service has the meaning given by section 828.

CS services rules: see subsection 828A(1).

current LVR:

of a standard margin lending facility—has the meaning given by subsection 761EA(3); and

of a non-standard margin lending facility—has the meaning given by subsection 761EA(6).

custodial arrangement, in Subdivision A (volume-based shelf-space fees) of Division 5 of Part 7.7A, has the meaning given by subsection 964(2).

custodial or depository service that a person provides has the meaning given by section 766E.

custodian, in relation to a registrable superannuation entity, has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

data standards means standards made by the Registrar under section 1270G.

date of a takeover bid is:

for an off-market bid—the date on which offers are first made under the bid; or

for a market bid—the date on which the bid is announced to the relevant financial market.

dealing in a financial product:

except in Part 7.8A—has the meaning given by section 766C; and

in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2);

and deal in a financial product has corresponding meanings.

death benefit decision-maker has the meaning given by section 761A.

debenture of a body means a chose in action that includes an undertaking by the body to repay as a debt money deposited with or lent to the body. The chose in action may (but need not) include a security interest over property of the body to secure repayment of the money. However, a debenture does not include: an undertaking to repay money deposited with or lent to the body by a person if: the person deposits or lends the money in the ordinary course of a business carried on by the person; and the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or an undertaking to pay money under: a cheque; or an order for the payment of money; or a bill of exchange; or an undertaking by a body corporate to pay money to a related body corporate; or an undertaking to repay money that is prescribed by the regulations. For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off-market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body. decision, in Part 9.4A (review by Administrative Review Tribunal), has the meaning given by section 1317A.

an undertaking to repay money deposited with or lent to the body by a person if:

the person deposits or lends the money in the ordinary course of a business carried on by the person; and

the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or

an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or

an undertaking to pay money under:

a cheque; or

an order for the payment of money; or

a bill of exchange; or

an undertaking by a body corporate to pay money to a related body corporate; or

an undertaking to repay money that is prescribed by the regulations.

For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off-market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body.

decision, in Part 9.4A (review by Administrative Review Tribunal), has the meaning given by section 1317A.

decision period, for a secured party in relation to a security interest in property (including PPSA retention of title property) of a company means:

in relation to a company under administration—the period beginning on the day when:

a notice of appointment of the administrator must be given to the secured party under subsection 450A(3)—such notice is so given; or

otherwise—the administration begins;

and ending at the end of the thirteenth business day after that day; and

in relation to a company under restructuring—the period beginning on the day when:

a notice of appointment of the restructuring practitioner must be given to the secured party under the regulations—such notice is so given; or

otherwise—the restructuring begins;

and ending at the end of the thirteenth business day after that day.

declaration of indemnities means a written declaration: stating whether the administrator has, to any extent, been indemnified (otherwise than under section 443D), in relation to that administration, for: any debts for which the administrator is, or may become, liable under Subdivision A of Division 9 of Part 5.3A; or any debts for which the administrator is, or may become, liable under a remittance provision as defined in section 443BA; or the remuneration to which he or she is entitled under section 60-5 of Schedule 2 (external administrator’s remuneration); and if so, stating: the identity of each indemnifier; and the extent and nature of each indemnity.

stating whether the administrator has, to any extent, been indemnified (otherwise than under section 443D), in relation to that administration, for:

any debts for which the administrator is, or may become, liable under Subdivision A of Division 9 of Part 5.3A; or

any debts for which the administrator is, or may become, liable under a remittance provision as defined in section 443BA; or

the remuneration to which he or she is entitled under section 60-5 of Schedule 2 (external administrator’s remuneration); and

if so, stating:

the identity of each indemnifier; and

the extent and nature of each indemnity.

declaration of relevant relationships has the meaning given by section 60.

declared financial market has the meaning given by subsection 9D(1).

deed includes a document having the effect of a deed.

deed of company arrangement means a deed of company arrangement executed under Part 5.3A or such a deed as varied and in force from time to time.

defeating condition for a takeover bid means a condition that: will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled. defect, in relation to a statutory demand, includes: an irregularity; and a misstatement of an amount or total; and a misdescription of a debt or other matter; and a misdescription of a person or entity. defective: in relation to a CSF offer document, has the meaning given by subsection 738U(1); and (b) in relation to a disclosure document or statement: in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or

prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled.

defect, in relation to a statutory demand, includes:

an irregularity; and

a misstatement of an amount or total; and

a misdescription of a debt or other matter; and

a misdescription of a person or entity.

defective:

in relation to a CSF offer document, has the meaning given by subsection 738U(1); and

(b) in relation to a disclosure document or statement:

in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

deposit product means a financial product described in paragraph 764A(1)(i).

deregistered means:

in relation to a company—deregistered under Chapter 5A; and

in relation to any other body corporate—deregistered in a way that results in the body corporate ceasing to exist.

derivative (except for the purposes of Chapter 8A) has the meaning given by section 761D.

derivative retail client money has the meaning given by section 761A.

derivative trade data has the meaning given by section 761A.

derivative trade repository:

means a facility to which information about derivative transactions, or about positions relating to derivative transactions, can be reported (whether or not other information or data can also be reported to the facility); and

(b) in relation to an Australian derivative trade repository licence—has a meaning affected by subsection 905E(2).

derivative trade repository licensee means a person who holds an Australian derivative trade repository licence.

derivative trade repository rules means rules made by ASIC under subsection 903A(1).

derivative transaction means:

the entry into of an arrangement (as defined in subsection 761B(1)) that is a derivative; or

(b) the modification or termination of such an arrangement; or

the assignment, by a party to such an arrangement, of some or all of the party’s rights and obligations under the arrangement; or

any other transaction that relates to a derivative and that is in a class of transactions prescribed by the regulations for the purposes of this paragraph.

derivative transaction rules means rules made by ASIC under subsection 901A(1).

designated secrecy provision has the meaning given by subsection 1270M(3).

detriment, in sections 1317AC and 1317AD, has a meaning affected by section 1317ADA.

director has the meaning given by section 9AC.

director identification number means a director identification number given under: section 1272; or (b) Corporations (Aboriginal and Torres Strait Islander) Act 2006.section 308-5 of the directors’ report means: an annual directors’ report required by section 292; or a half-year directors’ report required by section 302.

section 1272; or

(b) Corporations (Aboriginal and Torres Strait Islander) Act 2006.section 308-5 of the

directors’ report means:

an annual directors’ report required by section 292; or

a half-year directors’ report required by section 302.

disclosing entity has the meaning given by section 111AC.

disclosing entity provisions has the meaning given by section 111AR.

disclosure document for an offer of securities means:

a prospectus for the offer; or

a profile statement for the offer; or

an offer information statement for the offer.

disclosure document or statement:

in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

disclosure framework means the disclosure framework made by the Registrar under section 1270K.

dishonest means dishonest according to the standards of ordinary people.

dispose has a meaning affected by the following paragraphs:

(a) when used in relation to financial products, otherwise than in a situation to which paragraph (b) applies, dispose includes terminate or close out the legal relationship that constitutes the financial product;

(b) for the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.

disqualified individual has the meaning given by section 853A.

distribution condition has the meaning given by paragraph 994B(5)(c).

distribution information, in relation to a financial product, has the meaning given by subsection 994F(3).

Division 3 arrangements has the meaning given by section 880B.

Division 3 financial products has the meaning given by subsection 1042A(1).

Division 3 loss has the meaning given by section 880B.

Division 4 arrangements has the meaning given by section 880B.

doing an act or thing includes causing or authorising the act or thing to be done.

domestic corporation means a corporation that is incorporated or formed in Australia or an external Territory.

ED securities has the meaning given by section 111AD.

education and training standards has the meaning given by section 921B.

electronic communication means:

a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy; or

a communication of information in the form of speech by means of guided and/or unguided electromagnetic energy, where the speech is processed at its destination by an automated voice recognition system.

eligibility criteria:

for restructuring a company—has the meaning given by section 453C; and

for the simplified liquidation process—has the meaning given by section 500AA.

eligible applicant, in relation to a corporation, means:

ASIC; or

a liquidator or provisional liquidator of the corporation; or

an administrator of the corporation; or

an administrator of a deed of company arrangement executed by the corporation; or

a restructuring practitioner for the corporation; or

a restructuring practitioner for a restructuring plan made by the corporation; or

a person authorised in writing by ASIC to make:

applications under the Division of Part 5.9 in which the expression occurs; or

such an application in relation to the corporation.

eligible CSF company has the meaning given by section 738H.

eligible employee creditor means a creditor whose debt or claim would, in a winding up of the company, be payable in priority to other unsecured debts and claims in accordance with paragraph 556(1)(e), (g) or (h) or section 560 or 561.

eligible for temporary restructuring relief has the meaning given by section 458E.

eligible international emissions unit has the same meaning as in the Australian National Registry of Emissions Units Act 2011.

eligible money market dealer means a body corporate in respect of which a declaration is in force under section 65.

eligible officer has the meaning given by section 1272B.

eligible recipient has the meaning given by section 1317AAC.

eligible unsecured creditor has the meaning given by section 579Q.

eligible whistleblower has the meaning given by section 1317AAA.

employee of a company, in Part 5.8A (employee entitlements), has the meaning given by subsections 596AA(4) and (5).

employee entitlements contribution order has the meaning given by subsection 588ZA(1).

employee share buy-back means a buy-back under a scheme that: has as its purpose the acquisition of shares in a company by, or on behalf of: employees of the company, or of a related body corporate; or directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and has been approved by the company in general meeting. employee share scheme: see subsection 1100L(1).

has as its purpose the acquisition of shares in a company by, or on behalf of:

employees of the company, or of a related body corporate; or

directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

has been approved by the company in general meeting.

employee share scheme: see subsection 1100L(1).

employer-sponsor has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

end of administration return has the same meaning as in Schedule 2.

enforce, in relation to a security interest in property of a company under administration, includes:

appoint a receiver of property of the company under a power contained in an instrument relating to the security interest; or

obtain an order for the appointment of a receiver of such property for the purpose of enforcing the security interest; or

enter into possession, or assume control, of such property for that purpose; or

appoint a person so to enter into possession or assume control (whether as agent for the secured party or for the company); or

exercise, in relation to property including PPSA retention of title property, as the secured party or as a receiver or person so appointed, a right, power or remedy existing because of the security interest, arising:

under an agreement or instrument relating to the security interest; or

in the case of a PPSA security interest—under an agreement or instrument relating to a transaction or dealing giving rise to the security interest; or

under a written or unwritten law; or

in any other way.

enforceable code provision means a provision of an approved code of conduct identified by ASIC under subsection 1101A(2).

enforcement proceedings means proceedings under section 793C by a person referred to in paragraph 793C(1)(b), (c) or (d).

enforcement process, in relation to property, means:

execution against that property; or

any other enforcement process in relation to that property that involves a court or a sheriff.

engage in audit activity: an individual auditor, audit firm or audit company engages in audit activity in relation to an audited body for an audit if the individual auditor, audit firm or audit company:

consents to be appointed as auditor of the audited body for a financial year; or

acts as the auditor of the audited body for a financial year; or

prepares a report in relation to the audited body that is required by this Act to be prepared by:

a registered company auditor; or

an auditor of the audited body in relation to a financial year or half-year.

engage in conduct means:

do an act; or

omit to perform an act.

enter into: a person who:

enters into, or becomes a party to, a relevant agreement in relation to shares or other securities; or

exercises an option to have shares or other securities allotted, issued or granted;

is taken to enter into a transaction in relation to the shares or securities.

entitlements of an employee of a company has the meaning given by subsections 596AA(2) and (3).

entity: for the purposes of Chapters 2E, 8A and 8B, an entity is any of the following:

a body corporate;

a partnership;

an unincorporated body;

an individual;

for a trust that has only 1 trustee—the trustee;

for a trust that has more than 1 trustee—the trustees together.

Otherwise, entity has the meaning given by section 64A.

equal access scheme has the meaning given by subsections 257B(2) and (3).

equal reduction has the meaning given by subsection 256B(2).

equity interest has the same meaning as in the Income Tax Assessment Act 1997.

ESS contribution plan: see section 1100T.

essential service means:

electricity; or

gas; or

water; or

(d) a carriage service (within the meaning of the Telecommunications Act 1997).

ESS interest: see section 1100M.

ESS participant: see subsection 1100L(2).

estate assets and liabilities has the meaning given by section 601WAA.

estate management functions has the meaning given by subsection 601RAC(2).

estate that is administered or managed has the meaning given by subsection 601SBB(1A).

event includes any happening, circumstance or state of affairs.

examinable affairs, in relation to a corporation means:

the promotion, formation, management, administration, restructuring or winding up of the corporation; or

any other affairs of the corporation (including anything that is included in the corporation’s affairs because of section 53); or

the business affairs of any of the following, in so far as those business affairs are, or appear to be, relevant to the corporation or to anything that is included in the corporation’s examinable affairs because of paragraph (a) or (b):

a body corporate that is, or has been, related to the corporation;

an entity that is, or has been, connected with the corporation.

examinable assets and liabilities means all of the following: the entity’s property and assets: whether present or future; and whether held alone or jointly with any other person or persons; and whether or not held as agent, bailee or trustee; the entity’s liabilities: whether present or future; and whether actual or contingent; and whether owed alone or jointly with any other person or persons; and whether or not owed as trustee.

the entity’s property and assets:

whether present or future; and

whether held alone or jointly with any other person or persons; and

whether or not held as agent, bailee or trustee;

the entity’s liabilities:

whether present or future; and

whether actual or contingent; and

whether owed alone or jointly with any other person or persons; and

whether or not owed as trustee.

examinable operations means all of the following: the entity’s business, trading, transactions and dealings: whether alone or jointly with any other entity or entities; and whether or not as agent, bailee or trustee; the entity’s profits, income and receipts; the entity’s losses, outgoings and expenditure.

the entity’s business, trading, transactions and dealings:

whether alone or jointly with any other entity or entities; and

whether or not as agent, bailee or trustee;

the entity’s profits, income and receipts;

the entity’s losses, outgoings and expenditure.

excluded conduct has the meaning given by subsection 994A(1).

excluded security means:

where:

there is attached to a share or debenture a right to participate in a retirement village scheme; and

each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);

the share or debenture or a unit in the share or debenture; or

an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme.

execution requirements, in relation to derivative transactions, has the meaning given by subsection 901A(5).

exempt body corporate of a State or Territory has the meaning given by section 66A.

exempt public authority means a body corporate that is incorporated within Australia or an external Territory and is: a public authority; or an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.

a public authority; or

an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.

exempt public sector superannuation scheme has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

expectation:

(a) a person has an expectation that a managed investment scheme or a sub-fund of a CCIV will become an Australian passport fund only as set out in section 1216B; and

(b) a person has an expectation that a fund will become a notified foreign passport fund only as set out in section 1216G.

expert means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter.

extend, in relation to a period:

includes further extend; and

has a meaning affected by section 70.

external administrator:

other than in Chapter 5 and Part 7.3B—has the same meaning as in Schedule 2; and

in Part 7.3B:

subject to subparagraph (ii)—means an external administrator (within the meaning of Schedule 2 to this Act), a receiver, manager, managing controller, receiver and manager or other controller; and

(ii) does not include a statutory manager (within the meaning of this Act) or a Banking Act statutory manager (within the meaning of the Banking Act 1959).

external Territory:

means a Territory referred to in section 122 of the Constitution, where an Act makes provision for the government of the Territory as a Territory; but

(b) does not include a Territory covered by the definition of Territory in this section.

extract of particulars for a company, registered scheme or notified foreign passport fund means a statement given by ASIC that contains either or both of the following:

some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

a requirement to provide a particular under section 346B.

extraordinary resolution, in relation to a registered scheme, a CCIV or a sub-fund of a CCIV, means a resolution of the members of the registered scheme that complies with subsection 253LA(2).

facility has a meaning affected by section 762C.

Federal Court means the Federal Court of Australia.

fee recipient has the meaning given by section 962C.

fees, in Chapter 5D (licensed trustee companies), has the meaning given by section 601RAA.

fidelity fund has the meaning given by section 880B.

financed emissions has the meaning given by the sustainability standards.

financial benchmark:

has the meaning given by section 908AB; and

(b) in relation to a benchmark administrator licence—has a meaning affected by section 908BE.

financial benchmark data means:

information obtained to generate or administer a financial benchmark; or

information (including statistical data) that is created or derived from information referred to in paragraph (a).

financial benchmark rules means rules made under section 908CA.

financial benefit: see giving a financial benefit.

financial investment: see makes a financial investment.

financial market (except for the purposes of Chapter 8A) has the meaning given by section 767A.

financial product has the meaning given by Division 3 of Part 7.1 and: in Part 7.8A (design and distribution requirements)—has a meaning affected by subsection 994AA(1); and in Part 7.9A (product intervention orders)—has a meaning affected by section 1023B.

in Part 7.8A (design and distribution requirements)—has a meaning affected by subsection 994AA(1); and

in Part 7.9A (product intervention orders)—has a meaning affected by section 1023B.

financial product advice has the meaning given by section 766B.

financial records includes:

invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

documents of prime entry; and

working papers and other documents needed to explain:

the methods by which financial statements are made up; and

adjustments to be made in preparing financial statements.

financial report means:

an annual financial report required by or under section 292, 293, 294, 294A or 294B; or

a half-year financial report required by section 302.

financial reporting requirements for a financial report means the requirements imposed under: section 296 or 297 if the financial report is an annual financial report; or section 304 or 305 if the financial report is a half-year financial report. financial risk: see manages financial risk.

section 296 or 297 if the financial report is an annual financial report; or

section 304 or 305 if the financial report is a half-year financial report.

financial risk: see manages financial risk.

financial service has the meaning given by Division 4 of Part 7.1.

Financial Services and Credit Panel means a panel convened under subsection 139(1) of the ASIC Act.

financial services civil penalty provision has the meaning given by subsection 1317E(3).

financial services compensation scheme of last resort means the financial services compensation scheme of last resort established under Part 7.10B.

financial services compensation scheme of last resort operator: see CSLR operator.

Financial Services Guide means a Financial Services Guide required by section 941A or 941B to be given in accordance with Division 2 of Part 7.7.

financial services law has the meaning given by section 761A.

financial services licensee means a person who holds an Australian financial services licence.

financial statements means annual financial statements under section 295 or half-year financial statements under section 303.

financial year:

of a company, registered scheme or disclosing entity (other than a notified foreign passport fund)—has the meaning given by section 323D; and

of a notified foreign passport fund—has the meaning given by section 323DAA; and

of a financial services licensee that is a body corporate and is not covered by paragraph (a)—means a financial year of the body corporate; and

for a financial services licensee that is not covered by paragraph (a) or (c)—means a year ending on 30 June.

find, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

firm, in relation to an administrator, restructuring practitioner or liquidator, means:

(a) if the administrator, restructuring practitioner or liquidator is a partner or employee of a partnership (the partnership firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the partnership firm; or

(b) if the administrator, restructuring practitioner or liquidator is an officer or employee of a body corporate (the body corporate firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the body corporate firm.

first levy period has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

floating charge includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge.

FMI banning order (short for financial market infrastructure banning order) means an order made under subsection 853H(1).

FMI licensee means:

a market licensee; or

a CS facility licensee; or

a derivative trade repository licensee; or

a benchmark administrator licensee.

for includes in respect of.

foreign company means:

a body corporate that is incorporated in an external Territory, or outside Australia and the external Territories, and is not:

a corporation sole; or

an exempt public authority; or

an unincorporated body that:

is formed in an external Territory or outside Australia and the external Territories; and

under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and

does not have its head office or principal place of business in Australia.

foreign exchange contract has the meaning given by section 761A.

foreign holder of securities means a holder of the securities whose address, as shown in the register in which details of their holding is recorded, is a place outside Australia and the external Territories.

foreign law has the same meaning as in the Income Tax Assessment Act 1997.

foreign passport fund means a passport fund the home economy for which is not Australia.

foreign passport fund product means a financial product described in paragraph 764A(1)(bb).

foreign qualification has the meaning given by section 910A.

foreign recognition scheme has the meaning given by subsection 1200A(1).

franchise means an arrangement under which a person earns profits or income by exploiting a right, conferred by the owner of the right, to use a trade mark or design or other intellectual property or the goodwill attached to it in connection with the supply of goods or services. An arrangement is not a franchise if the person engages the owner of the right, or an associate of the owner, to exploit the right on the person’s behalf.

fully paid share means a share on which no amount remains unpaid.

function includes a duty.

fund property of a notified foreign passport fund means:

contributions of money or money’s worth to the fund; and

money that forms part of the fund property under provisions of this Act or the ASIC Act; and

money borrowed or raised by the operator of the fund for the purposes of the fund; and

property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

funeral benefit has the meaning given by section 761A.

further market-related advice means advice to which subsection 946B(1) applies.

Gazette notice means a notice published in the Gazette.

general advice has the meaning given by subsection 766B(4).

general CSF risk warning has the meaning given by subsection 738ZA(2).

general insurance product means a financial product described in paragraph 764A(1)(d).

general law means the principles and rules of the common law and equity.

generally available in relation to information:

for the purposes of sections 674, 674A, 675 and 675A (continuous disclosure)—has the meaning given by section 676; and

for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has the meaning given by section 1042C.

giving a financial benefit has a meaning that is affected by section 229.

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

guarantor means a body that has guaranteed, or has agreed to guarantee, the repayment of any money deposited or lent to the borrower under the debenture.

guilty, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

half-year has the meaning given by subsection 323D(5).

highest outside purchase price for a takeover bid is the highest amount paid or payable by the bidder for a security in the bid class under a purchase made outside the bid and during the bid period.

holder:

(a) in relation to a financial product—means the person to whom the financial product was issued, or if it has (since issue) been disposed of to another person who has not themselves disposed of it, that other person; and

(b) in relation to an RSA—has the same meaning as in the Retirement Savings Accounts Act 1997;

and hold has corresponding meanings.

holding company means a body corporate of which the first body corporate is a subsidiary.

home economy for a passport fund means:

if the passport fund is a regulated CIS, or a sub-fund of a regulated CIS, in only one participating economy—that participating economy; and

if the passport fund is a regulated CIS, or a sub-fund of a regulated CIS, in more than one participating economy—the participating economy in which the fund is first registered or approved as a regulated CIS (however that registration or approval is described).

home regulator for a passport fund means the entity that is the Passport Regulator for the home economy for the passport fund under the Passport Rules for this jurisdiction.

host economy: a participating economy is a host economy for a passport fund if:

the participating economy is not the home economy for the fund; and

either:

it is permitted under the law of the participating economy to offer interests in the fund in that economy, on the basis that the fund is a passport fund; or

an application has been made under the law of the participating economy for permission to offer interests in the fund in that economy, on the basis that the fund is a passport fund.

hosting arrangement, in relation to a CSF offer, has the meaning given by subsection 738L(2).

host regulator for a passport fund means the entity that is the Passport Regulator for a host economy for the passport fund under the Passport Rules for this jurisdiction.

immediate family member for a person means:

the person’s spouse; or

a person who is wholly or partly dependent on the person for financial support.

in Australia has the meaning given by section 102C.

incentive right: see subsection 1100M(4).

included, in relation to an official list, has the meaning given by section 75.

income year has the same meaning as in the Income Tax Assessment Act 1997.

incorporated in Australia includes incorporated by or under a law of: the Commonwealth; or a State; or an internal Territory. incorporation: of a company—means the company’s first registration under this Act; and of any other incorporated body—means the body’s incorporation by or under a law (other than this Act). in default: (a) an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and (b) a person who is in default, in relation to a contravention, includes a person who is involved in the contravention. independent person, in Part 2G.7 (independent reports on polls), has the meaning given by section 253UA.

the Commonwealth; or

a State; or

an internal Territory.

incorporation:

of a company—means the company’s first registration under this Act; and

of any other incorporated body—means the body’s incorporation by or under a law (other than this Act).

in default:

(a) an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and

(b) a person who is in default, in relation to a contravention, includes a person who is involved in the contravention.

independent person, in Part 2G.7 (independent reports on polls), has the meaning given by section 253UA.

individual auditor means an individual who consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

individual fine formula means the formula set out in subsection 1311B(3).

industrial instrument means:

a contract of employment; or

a law, award, determination or agreement relating to terms or conditions of employment.

information, in Division 3 (insider trading prohibitions) of Part 7.10, has a meaning affected by subsection 1042A(2).

information statement for a class of CGS depository interests has the meaning given by subsection 1020AH(1).

infringement notice:

in Part 7.5B—means an infringement notice issued under Part 5 of the Regulatory Powers Act; and

in Part 9.1A—means an infringement notice under Part 5 of the Regulatory Powers Act; and

in Part 9.4AA and Chapter 6CA—means an infringement notice issued under section 1317DAC; and

in Part 9.4AB, Part 7.6 and Part 9.4B—means an infringement notice given under section 1317DAM.

in Part 7.5B, see section 908CH; and

in Part 9.1A, see section 1272F;

for an infringement notice issued under section 1317DAC, see section 1317DAC; and

for an infringement notice given under section 1317DAM, see section 1317DAN (under which the provisions include all strict liability offences and absolute liability offences against this Act and certain other offences and civil penalty provisions).

injury compensation means compensation payable under any law relating to workers compensation.

inside information has the meaning given by subsection 1042A(1).

Insolvency Practice Rules means the rules made by the Minister under section 105-1 of Schedule 2.

insolvent:

in relation to a person—has the meaning given by subsection 95A(2); and

in relation to a sub-fund of a CCIV—has the meaning given by subsection 1231A(3).

insolvent transaction has the meaning given by section 588FC.

insolvent under administration means:

(a) a person who, under the Bankruptcy Act 1966, is a bankrupt in respect of a bankruptcy from which the person has not been discharged; or

a person who, under the law of a foreign country, has the status of an undischarged bankrupt; or

a person any of whose property is subject to control under:

(i) Bankruptcy Act 1966; orsection 50 or Division 2 of Part X of the

a corresponding provision of the law of a foreign country; or

a person who has executed a personal insolvency agreement under:

(i) Part X of the Bankruptcy Act 1966; or

the corresponding provisions of the law of a foreign country;

where the terms of the agreement have not been fully complied with; or

a person who is a party (as a debtor) to a debt agreement under:

(i) Bankruptcy Act 1966; orPart IX of the

the corresponding provisions of the law of a foreign country.

insurance claims manager has the meaning given by section 761DA.

insurance product means a financial product described in paragraph 764A(1)(d), (e) or (f).

insure:

(a) in relation to a contract of life insurance—insured, for the purposes of Division 4 (special provisions relating to insurance) of Part 7.8, has the meaning given by section 985A; and

(b) in relation to a superannuation complaint—insurer has the meaning given by section 761A.

interest:

(a) interest in relation to land includes:

a legal or equitable estate or interest in the land; or

a right, power or privilege over, or in relation to, the land; and

(b) interest in a managed investment scheme (including a notified foreign passport fund) means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not); and

(c) in interests of clients of a licensed trustee company—has a meaning affected by section 601VCB.Part 5D.5 (limit on control of licensed trustee companies)

in this jurisdiction or elsewhere has a meaning affected by subsection 102B(1).

investment in a company, disclosing entity or other body means:

a share in the company, disclosing entity or body; or

a debenture of the company, disclosing entity or body; or

a legal or equitable interest in:

a share in the company, disclosing entity or body; or

a debenture of the company, disclosing entity or body; or

an option to acquire (whether by way of issue or transfer) an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

an option to dispose of an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the company, disclosing entity or body covered by paragraph (a), (b), (c), (d) or (e).

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is not ultimately determined, derived from or varies by reference to an investment in the company merely because the investment is taken into account in determining the value of the index.

investment in a notified foreign passport fund means:

an interest in the fund; or

a legal or equitable interest in an interest in the fund; or

an option to acquire (whether by way of issue or transfer) an investment in the fund covered by paragraph (a) or (b); or

an option to dispose of an investment in the fund covered by paragraph (a) or (b); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the fund covered by paragraph (a), (b), (c) or (d); or

an investment in the operator of the fund.

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is taken not to be ultimately determined, derived from or vary by reference to an investment in the fund merely because the investment is taken into account in determining the value of the index.

investment in a registered scheme means:

an interest in the scheme; or

a legal or equitable interest in an interest in the scheme; or

an option to acquire (whether by way of issue or transfer) an investment in the scheme covered by paragraph (a) or (b); or

an option to dispose of an investment in the scheme covered by paragraph (a) or (b); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the scheme covered by paragraph (a), (b), (c) or (d); or

an investment in the responsible entity of the scheme.

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is taken not to be ultimately determined, derived from or vary by reference to an investment in the scheme merely because the investment is taken into account in determining the value of the index.

investment contract means any contract, scheme or arrangement that, in substance and irrespective of its form, involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, that, under, or in accordance with, the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, acquired in or under like circumstances.

investment life insurance product means a financial product described in paragraph 764A(1)(f).

involved:

in a contravention—has the meaning given by section 79; and

in a market licensee, CS facility licensee, derivative trade repository licensee or a benchmark administrator licensee, or in an applicant for such a licence—has the meaning given by section 853B.

issue:

(a) issue includes:

in relation to interests in a managed investment scheme—make available; and

otherwise—circulate, distribute and disseminate; and

(b) in relation to a financial product—issue has the meaning given by section 761E.

issue situation has the meaning given by paragraph 1012B(2)(a).

issue Statement has the meaning given by subsection 1013A(1).

judgment means a judgment, decree or order, whether final or interlocutory.

key management personnel for an entity has the same meaning as in the accounting standards.

kind, in relation to financial products or financial services, has a meaning affected by regulations made for the purposes of section 761CA.

large proprietary company has the meaning given by subsection 45A(3).

law:

(a) law of a State or Territory means a law of, or in force in, the State or Territory; and

(b) in Chapter 5D (licensed trustee companies)—law has the meaning given by section 601RAA.

law of a recognised jurisdiction has the meaning given by subsection 1200A(1).

lawyer means a duly qualified legal practitioner and, in relation to a person, means such a practitioner acting for the person.

lead auditor has the meaning given by section 324AF.

lease does not include a lease of goods that gives rise to a PPSA security interest in the goods.

leave of absence means long service leave, extended leave, recreation leave, annual leave, sick leave or any other form of leave of absence from employment.

levy period has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

liability:

(a) liability (except in relation to a sub-fund of a CCIV):

includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective); and

in relation to a CCIV—has a meaning affected by section 1233A; and

(b) liabilities, in relation to a sub-fund of a CCIV, has the meaning given by section 1233L.

licensed CS facility means a clearing and settlement facility the operation of which is authorised by an Australian CS facility licence.

licensed derivative trade repository has the meaning given by section 761A.

licensed market means a financial market the operation of which is authorised by an Australian market licence.

licensed trustee company means a trustee company that holds an Australian financial services licence covering the provision of one or more traditional trustee company services.

life policy has the same meaning as in the Life Insurance Act 1995.

life policy fund has the meaning given by section 761A.

life risk insurance product means a financial product described in paragraph 764A(1)(e).

limit of a margin lending facility has the meaning given by subsection 761EA(11).

limited company means:

a company limited by shares; or

a company limited by guarantee; or

a company limited both by shares and guarantee;

but does not include a no liability company.

limited-service time-sharing adviser has the meaning given by section 910A.

linked:

(a) the incurring of a debt and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10); and

(b) the disposition of a company’s property and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10A).

linked to a refusal or failure to give effect to a determination made by AFCA has the meaning given by section 910C.

liquid:

for a registered scheme—has the meaning given by subsection 601KA(4); and

for a sub-fund—has the meaning given by subsection 1230H(1).

liquidator:

has a meaning affected by paragraph 530(b) (which deals with 2 or more persons appointed as liquidators); and

in Chapter 7, includes a provisional liquidator.

liquidity period, for an ESS interest: see subsection 1100ZB(7).

listed:

(a) a company, managed investment scheme or other body is listed if it is included in the official list of a declared financial market operated in this jurisdiction; and

(b) a retail CCIV that is not listed because of paragraph (a) is listed if:

the retail CCIV has only one sub-fund; and

that sub-fund is included in the official list of a declared financial market operated in this jurisdiction; and

(c) a sub-fund of a retail CCIV is listed if:

the sub-fund is included in the official list of a declared financial market operated in this jurisdiction; or

the retail CCIV is listed because of paragraph (a).

listed corporation means a body corporate that is included in an official list of a declared financial market.

listed disclosing entity has the meaning given by section 111AL.

listing market, in relation to a listed disclosing entity, has the meaning given by subsection 111AE(1), (1A), (1B) or (1C).

listing rules of a financial market, or proposed financial market, means any rules (however described) that are made by the operator of the market, or contained in the operator’s constitution, and that deal with:

admitting entities to, or removing entities from, the market’s official list, whether for the purpose of enabling financial products of those entities to be traded on the market or for other purposes; or

the activities or conduct of entities that are included on that list.

local agent means a person who is a local agent of the foreign company by virtue of subsection 601CG(5).

lodge:

means lodge with ASIC in this jurisdiction; and

in relation to a document lodged with ASIC in a prescribed form—has a meaning affected by subsection 350(2).

lower court means a court of a State or Territory that is not a superior court.

made, in relation to a CSF offer, has the meaning given by subsection 738N(1).

makes a financial investment has the meaning given by section 763B.

makes a market for a financial product has the meaning given by section 766D.

makes non-cash payments has the meaning given by section 763D.

managed investment product means a financial product described in paragraph 764A(1)(b).

managed investment scheme means:

a scheme that has the following features:

(i) people contribute money or money’s worth as consideration to acquire rights (interests) to benefits produced by the scheme (whether the rights are actual, prospective or contingent and whether they are enforceable or not);

(ii) any of the contributions are to be pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property, for the people (the members) who hold interests in the scheme (whether as contributors to the scheme or as people who have acquired interests from holders);

the members do not have day-to-day control over the operation of the scheme (whether or not they have the right to be consulted or to give directions); or

a time-sharing scheme;

but does not include the following:

a partnership that has more than 20 members but does not need to be incorporated or formed under an Australian law because of regulations made for the purposes of subsection 115(2);

a body corporate (other than a body corporate that operates as a time sharing scheme);

a scheme in which all the members are bodies corporate that are related to each other and to the body corporate that promotes the scheme;

a franchise;

(g) a statutory fund maintained under the Life Insurance Act 1995;

a regulated superannuation fund, an approved deposit fund, a pooled superannuation trust or a public sector superannuation scheme;

a scheme operated by an Australian ADI in the ordinary course of its banking business;

the issue of debentures or convertible notes by a body corporate;

a barter scheme under which each participant may obtain goods or services from another participant for consideration that is wholly or substantially in kind rather than in cash;

a retirement village scheme operating within or outside Australia:

under which the participants, or a majority of them, are provided, or are to be provided, with residential accommodation within a retirement village (whether or not the entitlement of a participant to be provided with accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is, or is to be, provided); and

which is not a time-sharing scheme;

(m) a scheme that is operated by a co-operative company registered under Companies (Co-operative) Act 1943 of Western Australia or under a previous law of Western Australia that corresponds to that Part;Part VI of the

a contribution plan;

an ESS contribution plan for an offer of ESS interests that is eligible to be made under Division 1A of Part 7.12;

the provision of a crowd-funding service;

a scheme of a kind declared by the regulations not to be a managed investment scheme.

manager has a meaning affected by section 90.

managerial or executive office has the meaning given by section 200AA.

manages financial risk has the meaning given by section 763C.

managing controller, in relation to property of a corporation, means:

a receiver and manager of that property; or

any other controller of that property who has functions or powers in connection with managing the corporation;

and has a meaning affected by paragraph 434G(b) (which deals with 2 or more persons appointed as managing controllers).

mandatory code of conduct means a code of conduct that is declared by regulations under section 1101AE to be mandatory.

margin call:

(a) in relation to a standard margin lending facility—has the meaning given by subsection 761EA(4); and

in relation to a non-standard margin lending facility—has the meaning given by subsection 761EA(7); and

in relation to a facility that ASIC has declared to be a margin lending facility under subsection 761EA(8)—has the meaning given in the declaration.

margin lending facility has the meaning given by subsection 761EA(1).

market, in relation to an Australian market licence, has a meaning affected by section 795E.

marketable securities means debentures, stocks, shares or bonds of any Government, of any local government authority or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate and any interest in a managed investment scheme.

market bid means a takeover bid made under Chapter 6 as a market bid (see section 616).

market integrity rules means the rules made by ASIC under section 798G.

market licensee means a person who holds an Australian market licence.

market traded option means an option declared by an operator of a declared financial market to be a market traded option.

material effect, for the purposes of Division 3 (insider trading prohibitions) of Part 7.10, has the meaning given by section 1042D.

maximum subscription amount, in relation to a CSF offer, has the meaning given by subsection 738L(7).

MCI (short for mutual capital instrument) has the meaning given by section 167AD.

MCI amendment resolution has the meaning given by section 167AI.

MCI mutual entity has the meaning given by section 167AC.

member:

in relation to a managed investment schememeans a person who holds an interest in the scheme; or

in relation to a sub-fund of a CCIV—means a person who is a member under subsection 1222Q(3); or

in relation to a company—a person who is a member under section 231.

members’ voluntary winding up means a winding up under Part 5.5 where a declaration has been made and lodged pursuant to section 494.

Memorandum of Cooperation means the Memorandum of Cooperation on the Establishment and Implementation of the Asia Region Funds Passport signed on behalf of Australia on 28 April 2016, as it applies in relation to Australia from time to time.

minerals means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic.

minimum holding buy-back means a buy-back of all of a holder’s shares in a listed corporation if the shares are less than a marketable parcel within the meaning of the rules of the relevant financial market.

minimum subscription amount, in relation to a CSF offer, has the meaning given by subsection 738L(8).

mining purposes means any or all of the following purposes: prospecting for ores, metals or minerals; obtaining, by any mode or method, ores, metals or minerals; the sale or other disposal of ores, metals, minerals or other products of mining; the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes; whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes.

prospecting for ores, metals or minerals;

obtaining, by any mode or method, ores, metals or minerals;

the sale or other disposal of ores, metals, minerals or other products of mining;

the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;

whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes.

misconduct includes fraud, negligence, default, breach of trust and breach of duty.

modifications includes additions, omissions and substitutions.

money includes a payment order.

mortgage broker has the same meaning as in the National Consumer Credit Protection Act 2009.

mortgage intermediary has the same meaning as in the National Consumer Credit Protection Act 2009.

mutual entity has the meaning given by section 51M.

MySuper product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

NCSC means the National Companies and Securities Commission.

necessary transfer documents for the transfer of securities to a person means the documents that are sufficient to enable the person to become the holder of the securities.

negative means a transparent negative photograph used, or intended to be used, as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph.

negative solvency resolution means a resolution by the directors of a company that, in their opinion, there are not reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

negotiable instrument, in relation to a body corporate, means:

a bill of exchange, promissory note, cheque or other negotiable instrument; or

an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or

a letter of credit;

of, or purporting to be issued or signed by or on behalf of, the body.

NGF means the National Guarantee Fund that continues in existence under section 889A.

no liability company means a company that is registered as, or converts to, a no liability company under this Act.

nominated electronic address, in relation to the addressee of an electronic communication, means:

the most recent electronic address nominated by the addressee to the originator of the electronic communication as the electronic address for receiving electronic communications; or

if:

the addressee has nominated an electronic address as mentioned in paragraph (a) and the originator knows, or there are reasonable grounds to believe, that the address is not a current electronic address for the addressee; or

the addressee has not nominated an electronic address as mentioned in paragraph (a);

an electronic address that the originator believes on reasonable grounds to be a current electronic address for the addressee for receiving electronic communications.

non-audit services provider for an auditor conducting an audit means a person who:

is not a professional member of the audit team conducting the audit of the audited body; and

is either:

if the auditor is an individual auditor—an employee of the individual auditor (or of an entity acting for, or on behalf of, the individual auditor); or

if the auditor is an audit firm—a member of the audit firm or senior manager of the audit firm (or of an entity acting for, or on behalf of, the audit firm); or

if the auditor is an audit company—a director of the audit company or a senior manager of the audit company (or of an entity acting for, or on behalf of, the audit company); and

provides, or has provided, services (other than services related to the conduct of an audit) to the audited body.

non-cash payments: see makes non-cash payments.

non-shareholder mutual member of an MCI mutual entity means a person who is a member of the entity otherwise than as a holder of a share (whether or not the person also holds one or more shares in the entity).

non-standard margin lending facility has the meaning given by subsection 761EA(5).

notice includes a circular and an advertisement.

notified foreign passport fund: see section 1213C.

number of shares, in relation to a body corporate, has a meaning affected by section 101.

of, in relation to financial products, means, in the case of interests in a managed investment scheme, made available by.

offence means an offence against a law of the Commonwealth or a State or Territory.

offence based on a particular provision of this Act means, unless a contrary intention appears:

if that provision creates an offence—an offence against that provision, or an offence against section 1314 that relates to that provision; or

if section 1311 creates an offence relating to that provision—an offence against section 1311 or 1314 that relates to that provision; or

if another provision creates an offence relating to that provision—an offence against that other provision or section 1314 that relates to that other provision.

offer:

(a) offer a security (other than a financial product) includes:

invite applications for the issue of the security; and

invite offers to purchase the security; and

(b) offer to issue or sell a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has a meaning affected by subsection 1010C(2); and

(c) the person who offers a security:

(unless subparagraph (ii) applies) is the person who has the capacity, or who agrees, to issue or transfer the security if the offer is accepted; or

for the purposes of Chapter 8 (mutual recognition of securities offers), if the offer is an offer of a kind prescribed by the regulations for the purposes of this subparagraph—is a person of a kind prescribed by the regulations for the purposes of this subparagraph;

and that person is the offeror of the security.

offer information statement means an offer information statement that is lodged with ASIC.

offer of simple corporate bonds has the meaning given by section 713A.

offer period for a takeover bid is the period for which offers under the bid remain open.

offer platform, in relation to a CSF offer, has the meaning given by subsection 738L(6).

offer-specific prospectus, in relation to an offer of simple corporate bonds, has the meaning given by subsection 713D(1).

officer has the meaning given by section 9AD.

officer of the Commonwealth has the same meaning as in paragraph 75(v) of the Constitution.

official employment means:

appointment or employment by the Commonwealth, or the performance of services for the Commonwealth; or

the exercise of powers or performance of functions under a delegation by the Registrar.

off-market bid means a takeover bid made under Chapter 6 as an off-market bid (see section 616).

old Corporations Law, in relation to a State or Territory, has the same meaning as it has in Part 10.1.

old Division 12 of Part 11.2 transitionals means the following:

the provisions of Division 12 of Part 11.2 of the old Corporations Law of each State or Territory in this jurisdiction, to the extent they continue to have effect because of section 1408 of this Act; and

if regulations for the purposes of subsection 1408(3) deal with a matter or matters dealt with in those provisions—the regulations that so deal with the matter or matters.

on a financial market: see subsection 767A(3).

on behalf of includes on the instructions of.

ongoing fee has the meaning given by section 962B.

ongoing fee arrangement has the meaning given by section 962A.

on-market: a transaction of any kind is an on-market transaction if it is effected on a declared financial market and is:

an on-market transaction as defined in the rules governing the operation of the market; or

if those rules do not define on-market transactions—effected in the ordinary course of trading on the market.

on-market buy-back means a buy-back by a listed corporation on a declared financial market in the ordinary course of trading on that market.

open, in relation to a CSF offer, has the meaning given by subsection 738N(2).

operated in this jurisdiction:

in relation to a financial market—has a meaning affected by section 791D; and

in relation to a clearing and settlement facility—has a meaning affected by section 820D.

operating rules:

of a clearing and settlement facility, or proposed clearing and settlement facility—means any rules (however described) made by the operator of the facility, or contained in the operator’s constitution, that deal with:

the activities or conduct of the facility; or

the activities or conduct of persons in relation to the facility;

but does not include any such rules that deal with matters in respect of which licensed CS facilities must have written procedures under regulations made for the purposes of subsection 822A(2); and

of a financial market, or proposed financial market—means any rules (however described), including the market’s listing rules (if any), that are made by the operator of the market, or contained in the operator’s constitution, and that deal with:

the activities or conduct of the market; or

the activities or conduct of persons in relation to the market;

but does not include:

any such rules that deal with matters in respect of which licensed markets must have written procedures under regulations made for the purposes of subsection 793A(2); or

compensation rules; and

of the SEGC—means the rules referred to in section 890D.

operator of a passport fund means the entity that is the operator of the fund under the Passport Rules for this jurisdiction.

outside this jurisdiction has a meaning affected by subsection 102B(2).

outstanding property means outstanding property (other than unpaid capital, whether called or uncalled) that was vested in the body, to which it was entitled, or over which it had a disposing power, when it was dissolved or deregistered, but that neither the body nor its liquidator got in, realised on or otherwise disposed of or dealt with.

paid parental leave employer has the meaning given by subsection 600AA(2).

parent: without limiting who is a parent of a person for the purposes of this Act, someone is the parent of a person if the person is his or her child because of the definition of child in this section.

Part 5.1 body means:

a company; or

a registrable body that is registered under Division 1 or 2 of Part 5B.2.

Part 5.7 body means:

a registrable body that is a registrable Australian body and:

is registered under Division 1 of Part 5B.2; or

is not registered under that Division but carries on business in this jurisdiction and outside its place of origin; or

a registrable body that is a foreign company and:

is registered under Division 2 of Part 5B.2; or

is not registered under that Division but carries on business in Australia; or

a partnership, association or other body (whether a body corporate or not) that consists of more than 5 members and that is not a registrable body;

but does not include an Aboriginal and Torres Strait Islander corporation.

Part 7.5 authority has the meaning given by section 892A.

Part 7.5 regulated fund has the meaning given by section 892A.

Part 10.1 transitionals means the provisions of Part 10.1 and of regulations for the purposes of those provisions.

participant:

in a clearing and settlement facility—has the meaning given by subsections 768A(3) and (4); and

in a financial market—has the meaning given by subsections 767A(4) and (5).

participating economy has the meaning given by section 1210.

party, in relation to a transaction that has been completed, given effect to, or terminated, includes a person who was a party to the transaction.

passes the legitimate control test has the meaning given by section 852DC.

passport fund means a regulated CIS, or a sub-fund of a regulated CIS, registered as a passport fund in a participating economy.

Passport Rules: see section 1211A.

payment (when used in Division 2 of Part 2D.2 (sections 200 to 200J) includes a payment by way of damages for breach of contract.

payment order means a cheque (including a cheque that a bank or other institution draws on itself), bank draft, money order or postal order.

payment period, in relation to an infringement notice issued under Part 9.4AB, has the meaning given by section 1317DAQ.

pecuniary penalty applicable:

to the contravention of a civil penalty provision by an individual—has the meaning given by section 1317G; and

to the contravention of a civil penalty provision by a body corporate—has the meaning given by section 1317G.

to an offence committed by an individual—has the meaning given by section 1311B; and

to an offence committed by a body corporate—has the meaning given by section 1311C; and

in section 1314 (continuing offences)—has the meaning given by subsection 1314(5).

pension has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

person:

in Division 2 of Part 2D.2—includes a superannuation fund; and

for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(1) (which deals with Part 5.7 bodies); and

in applying Chapter 7 and Part 6D.3A—has a meaning affected by section 761F (which deals with partnerships) and section 761FA (which deals with multiple trustees).

personal advice has the meaning given by subsections 766B(3) and (3A).

person with a proper interest, in relation to an estate, has a meaning affected by section 601RAD.

place of origin:

in relation to a body corporate at a particular time, means:

in the case of a body incorporated at that time in a State or Territory—that State or Territory; or

otherwise—the place of the body’s incorporation at that time; or

in relation to an unincorporated body—the State or Territory, or other place, in which the body is formed.

platform includes a website or other electronic facility.

play a significant role: a person plays a significant role in the audit of a company, a registered scheme or a registrable superannuation entity for a financial year if:

the person is appointed as an individual auditor of the company, scheme or entity for that financial year and: