Corporations Act - Australia

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is under a legal obligation to exercise that capacity for the benefit of someone other than the first entity’s members;

      the first entity is taken not to control the second entity.

      Division 6A — Security interests

      51 Meaning of PPSA security interest

      In this Act:

      PPSA security interest (short for Personal Property Securities Act security interest) means a security interest within the meaning of the Personal Property Securities Act 2009 and to which that Act applies, other than a transitional security interest within the meaning of that Act.

      Note 1: The Personal Property Securities Act 2009 applies to certain security interests in personal property. See the following provisions of that Act:

      (a) section 8 (interests to which the Act does not apply);

      (b) section 12 (meaning of security interest);

      (c) Chapter 9 (transitional provisions).

      Note 2: For the meaning of transitional security interest, see section 308 of the Personal Property Securities Act 2009.

      51A Meaning of security interest

      In this Act:

      security interest means:

      (a) a PPSA security interest; or

      (b) a charge, lien or pledge.

      51B Meaning of secured party

      In this Act:

      secured party, in relation to a security interest, means:

      (a) if the security interest is a PPSA security interest — a secured party within the meaning of the Personal Property Securities Act 2009; or

      (b) if the security interest is not a PPSA security interest, but consists of a charge, lien or pledge in relation to the property — a chargee, lienee or pledgee in relation to the charge, lien or pledge.

      Note: Security interests are either PPSA security interests, or charges, liens or pledges (see section 51A).

      51C Meaning of circulating security interest

      In this Act:

      circulating security interest means a security interest that is:

      (a) 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

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

      (b) a floating charge.

      Note: Security interests are either PPSA security interests, or charges, liens or pledges (see section 51A).

      51D Meaning of possessory security interest

      In this Act:

      possessory security interest, in relation to property, means a security interest that is:

      (a) a PPSA security interest in the property that is perfected by possession or control, within the meaning of the Personal Property Securities Act 2009; or

      (b) a lien or a pledge in relation to the property.

      Note: Security interests are either PPSA security interests, or charges, liens or pledges (see section 51A).

      51E Meaning of secured creditor

      In this Act:

      secured creditor of a corporation means a creditor of the corporation, if the debt owing to the creditor is secured by a security interest.

      51F Meaning of PPSA retention of title property

      Definition

      (1) Property is PPSA retention of title property (short for Personal Property Securities Act retention of title property) of a corporation if:

      (a) the property is personal property; and

      (b) the property is used or occupied by, or is in the possession of, the corporation; and

      (c) the corporation does not have title to the property; and

      (d) a PPSA security interest is attached to the property, within the meaning of the Personal Property Securities Act 2009; and

      (e) the corporation is the grantor in relation to the PPSA security interest, within the meaning of that Act.

      Examples: The following personal property is PPSA retention of title property if a PPSA security interest attaches to the property by virtue of the transaction concerned, and the grantor is a corporation:

      (a) property that is the subject of an agreement to sell subject to retention of title, or a hire purchase agreement, that secures the payment or performance of an obligation (see subsection 12(2) of the Personal Property Securities Act 2009);

      (b) property that is the subject of a lease, or a consignment agreement, that secures the payment or performance of an obligation (see subsection 12(2) of the Personal Property Securities Act 2009);

      (c) goods that are the subject of a commercial consignment (see subsection 12(3) of the Personal Property Securities Act 2009);

      (d) goods that are leased or bailed under a PPS lease (see subsection 12(3) of the Personal Property Securities Act 2009).

      References to property of a corporation

      (2) A reference in this Act to the property of a corporation does not include a reference to any PPSA retention of title property of the corporation, unless provided otherwise expressly or by necessary implication.

      Note: See also the definition of property in section 9.

      Division 7 — Interpretation of other expressions

      52 Doing acts

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

      52A Signing

      Without affecting the law on agency, if this Act requires that something be signed, it can be signed by an individual using a power of attorney from the person required to sign.

      53 Affairs of a body corporate

      For the purposes of the definition of examinable affairs in section 9, section 53AA, 232, 233 or 234, paragraph 461(1)(e), section 487, subsection 1307(1) or section 1309, or of a prescribed provision of this Act, the affairs of a body corporate include:

      (a) the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with any other person or persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with any other person or persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with any other person or persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the body; and

      (b) in the case of a body corporate (not being a licensed trustee company within the meaning of Chapter 5D or the Public Trustee of a State or Territory) that is a trustee (but without limiting the generality of paragraph (a)) — matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their

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