Corporations Act - Australia

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by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation); or

      (c) a receiver, or receiver and manager, of the property of the corporation; or

      (d) an administrator of the corporation; or

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

      (f) a liquidator of the corporation; or

      (g) a trustee or other person administering a compromise or arrangement made between the corporation and someone else.

      Note: Section 201B contains rules about who is a director of a corporation.

      officer of an entity that is neither an individual nor a corporation means:

      (a) a partner in the partnership if the entity is a partnership; or

      (b) an office holder of the unincorporated association if the entity is an unincorporated association; or

      (c) a person:

      (i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or

      (ii) who has the capacity to affect significantly the entity’s financial standing.

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

      official liquidator means a person registered as an official liquidator under section 1283.

      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 11 of Part 11.2 transitionals means the following:

      (a) the provisions of Division 11 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

      (b) 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.

      old Division 12 of Part 11.2 transitionals means the following:

      (a) 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

      (b) 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, in relation to a financial market, includes at or by means of.

      on behalf of includes on the instructions of.

      on‑market: a transaction of any kind is an on‑market transaction if it is effected on a prescribed financial market and is:

      (a) an on‑market transaction as defined in the rules governing the operation of the market; or

      (b) 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 prescribed financial market in the ordinary course of trading on that market.

      operated in this jurisdiction, when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.

      operating rules, when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.

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

      outstanding property, in relation to a body corporate that has been dissolved or deregistered, 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).

      Panel means the Takeovers Panel.

      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) a company; or

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

      Part 5.7 body means:

      (a) a registrable body that is a registrable Australian body and:

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

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

      (b) a registrable body that is a foreign company and:

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

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

      (c) 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.

      Note: The winding up of Aboriginal and Torres Strait Islander corporations is dealt with in Part 11‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

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

      participant, when used in a provision (the relevant provision) outside Chapter 7 in relation to a clearing and settlement facility or a financial market, has the same meaning as it has in Chapter 7 in relation to a clearing and settlement facility or a financial market, except that it does not include a reference to a recognised affiliate (within the meaning of that Chapter) in relation to such a facility or market unless regulations for the purposes of this definition provide that, in the relevant provision, it does include a recognised affiliate.

      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.

      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.

      person, when used in Division 2 of Part 2D.2 (sections 200 to 200J), includes a superannuation fund.

      place of origin:

      (a) in relation to a body corporate at a particular time, means:

      (i) in the case of a body incorporated at that time in a State or Territory — that State or Territory; or

      (ii) otherwise — the place of the body’s incorporation at that time; or

      (b) in relation to an unincorporated body — the State or Territory, or other place, in which the body is formed.

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