Excluded security corporations act

"2-part simple corporate bonds prospectus" has the meaning given by section 713B.

"able to be traded" on a market:

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

(b) 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 .

"ACCC" means the Australian Competition and Consumer Commission.

"accounting standard" means:

(a) an instrument in force under section 334; or

(b) 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).

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

"act" includes thing.

Note: See also doing an act or 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.

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

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

(iii) 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

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

(ii) 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).

(a) 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

(b) 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:

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

(b) supplies that are input taxed; or

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

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

(e) 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.

"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)).

(a) in Part 5.1 (arrangements and reconstructions)-- 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; and

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

Note: In Part 7.1, see also subsection 761B(2).

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

"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:

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

(b) 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 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:

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

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

(ii) the conduct or efficacy of the audit.

"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) a standard in force under section 336; or

(b) 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:

(a) an auditor's report on an annual financial report required by section 308; or

(b) an auditor's report on a half - year financial report required by section 309.

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

Note: The Australian Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk Island and the Territories of Christmas Island and of Cocos (Keeling) Islands are covered by the definition of Territory in this section.

"Australian ADI" means:

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

(b) 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.

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

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

"Australian passport fund" means:

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

(b) 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:

(i) 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);

(ii) 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;

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

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

(v) the exercise of a right to combine accounts;

(vi) the correction of an error;

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

(b) 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

(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

(ii) 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

(d) 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:

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

(ii) 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

(e) 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.

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

(b) 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" :

(a) because of an offence--has the meaning given by section 1311D; and

(b) 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).

Note: A person who announces a bid on behalf of another person is not making the bid, the other person is making the bid.

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

(a) for an off - market bid--starts when the bidder's statement is given to the target and ends:

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

(ii) at the end of the offer period; and

(b) 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.

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

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

"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 .

(b) any other record of information; and

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 Part 7.7A (best interests obligations and remuneration)-- borrowed has the meaning given by s ection 964G .

"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.

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

(a) 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

(b) 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:

(a) that is being wound up; or

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

(b) 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

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

(da) that is under restructuring; or

(db) that has made a restructuring plan that has not yet terminated; or

(e) 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:

(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

"civil matter" means a matter other than a criminal matter.

"civil penalty order" means any of the following:

(a) a declaration of contravention under section 1317E;

(b) a pecuniary penalty order under section 1317G;

(ba) a refund order under section 1317GA or 1317GB;

(d) 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.

(a) in relation to shares in a CCIV--a meaning affected by sections 57 and 1230A; and

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

(c) 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" :

(a) 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).

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

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

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

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

"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) a spouse or child of the member; or

(d) 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

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

(a) in relation to Australia--means:

(i) the territorial sea of Australia; and

(ii) 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:

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, means:

(a) in the case of an accounting standard as originally in effect--the time when the accounting standard took effect; or

(b) in the case of an accounting standard as varied by a particular provision of an instrument made under section 334--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

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

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

(ii) 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:

(d) 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 1 317DAAA .

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

"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

(i) the body's charter or memorandum; or

(ii) 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.

Note 1: The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company's constitution. They override this Act. See Subdivision 2 of Division 4 of Part 2A of that Act.

Note 2: The constituent document (as defined in the Passport Rules for this jurisdiction) for a notified foreign passport fund is taken under section 1213E to be the constitution of the fund as a managed investment scheme.

"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

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

"continuously quoted securities" are securities that:

(a) 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

(b) 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:

(i) 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;

(ii) 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;

(iii) 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:

(i) fully paid ordinary shares;

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

(iii) units in fully paid ordinary shares;

(b) 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;

(c) 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;

(d) the contributor may elect to discontinue the deductions at any time;

(e) 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;

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

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

(ii) for a company with share capital--a holder of fully paid shares in the company; and

(iii) 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

(b) in relation to a Part 5.7 body:

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

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

(d) 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.

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

(b) 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:

(a) unless paragraph (b) applies:

(i) 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

(ii) 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

(i) to act with an existing controller of such property; or

(ii) 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).

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

(b) 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:

(a) have the other class of securities issued to them; or

(b) 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).

"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:

(b) the ASIC Act; and

(c) 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

(d) 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:

"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.

Note: Crowd - sourced funding is dealt with in Part 6D.3A.

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

"CSF audit threshold" means:

(a) unless paragraph (b) applies--$3 million; or

(b) 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:

(b) 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).

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

(b) 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).

Note: Subsection 9 64(2) incorporates a modified version of the definition of custodial arrangement in section 1012IA.

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

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

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

(b) for a market bid--the date on which the bid is announced to the relevant financial market.

(a) except in Part 7.8A--has the meaning given by section 766C; and

(b) 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:

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

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

(ii) 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

(b) 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

Note: This paragraph has an extended meaning in relation to Chapter 8 (see subsection 1200A(2)).

(ii) an order for the payment of money; or

(iii) a bill of exchange; or

(f) 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 Appeals 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:

(a) in relation to a company under administration--the period beginning on the day when:

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

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

(b) in relation to a company under restructuring--the period beginning on the day when:

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

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

"declaration of indemnities" , in relation to an administrator of a company under administration, means a written declaration:

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

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

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

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

(b) if so, stating:

(i) the identity of each indemnifier; and

(ii) the extent and nature of each indemnity.

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

"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:

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

(b) 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:

(a) an irregularity; and

(b) a misstatement of an amount or total; and

(d) a misdescription of a person or entity.

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

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

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

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

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

(a) in relation to a company--deregistered under Chapter 5A; and

(b) 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" :

(a) 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

"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:

(a) 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

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

(d) 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 1 317ADA .

"director" has the meaning given by section 9AC.

"director identification number" means a director identification number given under:

"directors' report" means:

(a) an annual directors' report required by section 292; or

(b) 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:

"disclosure document or statement" :

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

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

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

(d) 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 .

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

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

Note 1: This definition refers to Division 3 (insider trading prohibitions) of Part 7.10 .

Note 2: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were Division 3 financial products : see section 1040B.

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

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

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

Note: This definition refers to Division 4 (NGF Compensation regime) of Part 7.5.

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

(b) 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.

(a) for restructuring a company--has the meaning given by section 453C; and

(b) for the simplified liquidation process--has the meaning given by section 500AA.

"eligible applicant" , in relation to a corporation, means:

(e) a person authorised in writing by ASIC to make:

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

(ii) such an application in relation to the corporation.

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

"eligible employee creditor" , in relation to a company, 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:

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

(ii) 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

(b) 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 .

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

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

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

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

(e) 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:

(i) under an agreement or instrument relating to the security interest; or

(ii) 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

(iii) under a written or unwritten law; or

(iv) 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:

(a) execution against that property; or

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

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

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

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

"engage in conduct" means:

(b) omit to perform an act.

"enter into" : a person who:

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

(b) 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:

(b) a partnership;

(d) an individual;

(e) for a trust that has only 1 trustee--the trustee;

(f) 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.

"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:

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

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

(c) 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):

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

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

"examinable assets and liabilities" , in relation to an entity, means all of the following:

(i) whether present or future; and

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

(iii) whether or not held as agent, bailee or trustee;

(i) whether present or future; and

(ii) whether actual or contingent; and

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

(iv) whether or not owed as trustee.

"examinable operations" , in relation to an entity, means all of the following:

(i) whether alone or jointly with any other entity or entities; and

(ii) whether or not as agent, bailee or trustee;

(b) the entity's profits, income and receipts;

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

"excluded security" means:

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

(ii) 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

"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) a public authority; or

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

(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" , in relation to a matter, 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:

(a) includes further extend; and

(b) has a meaning affected by section 70.

(a) 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:

(a) 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);

(b) a requirement to provide a particular under section 346B.

"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 .

(a) 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:

(a) information obtained to generate or administer a financial benchmark; or

(b) 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 product" has the meaning given by Division 3 of Part 7.1 and:

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

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

Note: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were financial products: see section 1040B.

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

"financial records" includes:

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

(b) documents of prime entry; and

(i) the methods by which financial statements are made up; and

(ii) adjustments to be made in preparing financial statements.

"financial report" means:

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

(b) a half - year financial report required by section 302.

"financial reporting requirements" for a financial report means the requirements imposed under:

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

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

"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.

(b) of a notified foreign passport fund--has the meaning given by section 323DAA; and

(d) 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.

(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.

"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.

"for" , in relation to a fee or tax, includes in respect of.

"foreign company" means:

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

(b) an unincorporated body that:

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

(ii) 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

(iii) 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.

(a) contributions of money or money's worth to the fund; and

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

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

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

Note: Paragraph (a)--if what a member contributes to a fund is rights over property, the rights in the property that the member retains do not form part of the fund property.

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

"generally available" in relation to information:

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

(b) 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" , in relation to a debenture, 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.

(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" , in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary.

"home economy" for a passport fund means:

(b) 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.

(a) the participating economy is not the home economy for the fund; and

(i) 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

(ii) 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:

(b) 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" , in relation to a body corporate, includes incorporated by or under a law of:

(a) of a company--means the company's first registration under this Act; and

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

(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) a contract of employment; or

(b) 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).

(a) in Part 7.5B--means an infringement notice issued under Part 5 of the Regulatory Powers Act; and

(b) in Part 9.1A--means an infringement notice under Part 5 of the Regulatory Powers Act; and

(d) in Part 9.4AB, Part 7.6 and Part 9.4B--means an infringement notice given under section 1317DAM.

(a) in Part 7.5B, see section 908CH; and

(b) in Part 9.1A, see section 1272F;

(d) 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.

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

(b) 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

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

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

(ii) a corresponding provision of the law of a foreign country; or

(d) a person who has executed a personal insolvency agreement under:

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

(ii) the corresponding provisions of the law of a foreign country;

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

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

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

(ii) the corresponding provisions of the law of a foreign country.

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

(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.

(a) interest in relation to land includes:

(i) a legal or equitable estate or interest in the land; or

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

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

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

(d) 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

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

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

(i) the consideration to be provided under the arrangement; or

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.

(a) an interest in the fund; or

(b) a legal or equitable interest in an interest in the fund; or

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

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

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

(i) the consideration to be provided under the arrangement; or

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

(f) 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:

(a) an interest in the scheme; or

(b) a legal or equitable interest in an interest in the scheme; or

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

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

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

(i) the consideration to be provided under the arrangement; or

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

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).

(a) in a contravention--has the meaning given by section 79; and

(i) in relation to interests in a managed investment scheme--make available; and

(ii) 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 1 012B (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).

(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.

Note: The definition in paragraph (a) does not affect the meaning of law when used otherwise than in a phrase such as "law of a State or Territory". Examples of such a use are in the phrase "any provision of any law" in section 100A and the phrase "law of the Commonwealth" in section 156.

"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.

Note: An interest that arises under a lease of goods that in substance secures the payment or performance of an obligation, or that arises under a PPS lease within the meaning of the Personal Property Securities Act 2009 , may be a PPSA security interest (see sections 12 and 13 of that Act and the definition of PPSA security interest in this section).

"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.

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

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

(ii) 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.

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

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

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

"limited company" means:

but does not include a no liability company.

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

(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.

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

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

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

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

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

(i) the retail CCIV has only one sub - fund; and

"listed corporation" means a body corporate that is included in an official list of a prescribed 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:

(a) 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

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

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

(b) 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 scheme" means:

(a) 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);

(iii) 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

(b) a time - sharing scheme;

but does not include the following:

(c) 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);

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

(e) 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;

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

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

(k) 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;

(i) 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

(ii) which is not a time - sharing scheme;

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

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

(mb) the provision of a crowd - funding service;

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

Note 1: Paragraph (c)--A partnership with less than 20 members will usually not require registration because of paragraph 601ED(1)(a) and under section 115 a partnership with more than 20 members can only operate if covered by regulations made for the purposes of subsection 115(2).

Note 2: Paragraphs (c) and (i) have an extended meaning in relation to Chapter 8 (see subsection 1200A(3)).

Note 3: Under section 1213E, a notified foreign passport fund is to be treated as a managed investment scheme for the purposes of this Act.

"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:

(b) 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.

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

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

(c) 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 prescribed 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.

(a) in relation to a managed investment scheme ï¾ means a person who holds an interest in the scheme; or

(e) 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:

(a) prospecting for ores, metals or minerals;

(b) obtaining, by any mode or method, ores, metals or minerals;

(d) 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.

"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" , in relation to a document, 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) a bill of exchange, promissory note, cheque or other negotiable instrument; or

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

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.

Note 1: A no liability company can be registered under section 118 or 601BD. A company can convert to a no liability company under Part 2B.7.

Note 2: A no liability company must have solely mining purposes and have no contractual right to recover unpaid calls (see subsection 112(2)).

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

(a) 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

(i) 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

(ii) 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:

(ii) 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

"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.

"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:

(a) if that provision creates an offence--an offence against that provision, or an offence against section 1314 that relates to that provision; or

(b) if section 1311 creates an offence relating to that provision--an offence against section 1311 or 1314 that relates to that provision; or

(c) 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.

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

(i) invite applications for the issue of the security; and

(ii) 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

(i) (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

(ii) 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.

Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

"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:

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

(b) 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:

(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" 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 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.

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

"operated in this jurisdiction" :

(a) in relation to a financial market--has a meaning affected by section 791D; and

(b) in relation to a clearing and settlement facility--has a meaning affected by section 820D.

(a) 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:

(i) the activities or conduct of the facility; or

(ii) 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

(b) 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:

(i) the activities or conduct of the market; or

(ii) the activities or conduct of persons in relation to the market;

but does not include:

(iii) 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

"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" , 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).

"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:

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

"Part 5.7 body" means:

(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

(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;

"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.

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

(b) 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.

"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" :

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

(b) to the contravention of a civil penalty provision by a body corporate--has the meaning given by section 1317G.

(a) to an offence committed by an individual--has the meaning given by section 1311B; and

(b) to an offence committed by a body corporate--has the meaning given by section 1311C; and

(a) in Division 2 of Part 2D.2--includes a superannuation fund; and

(b) 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

(c) 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" :

(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.

"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:

(a) the person is appointed as an individual auditor of the company, scheme or entity for that financial year and:

(i) acts as an auditor for the company, scheme or entity for that financial year; or

(ii) prepares an auditor's report for the company, scheme or entity in relation to a financial report of the company, scheme or entity for that financial year or for a half - year falling within that financial year; or

(b) a firm or company is appointed as an auditor of the company, scheme or entity for that financial year and the person:

(ii) acts, on behalf of the firm or company, as a lead auditor, or review auditor, in relation to an audit of the company, scheme or entity for that financial year or for a half - year falling within that financial year.

"policy cost" for a life risk insurance product, or life risk insurance products, for a year has the meaning given by subsections 963B(3B) and (3C).

"pooled superannuation trust" has the same meaning as in the Superannuation Industry (Supervision) Act 1993 .

"pooling determination" means a determination under subsection 571(1).

"pooling order" means an order under subsection 579E(1).

"positive solvency resolution" means a resolution by the directors of a company that, in their opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

"possession" has a meaning affected by section 86.

"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.

"power" includes an authority.

"PPSA retention of title property" (short for Personal Property Security Act retention of title property) has the meaning given by section 51F.

"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.

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

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

(a) a structure, building, aircraft, vehicle or vessel; and

(b) any land or place (whether enclosed or built on or not); and

"prescribed CS facility" means a licensed CS facility that is prescribed by regulations made for the purposes of this definition.

"prescribed derivative trade repository" means a facility that is (or that is in a class that is) prescribed by the regulations for the purposes of paragraph 901A(6)(b).

"prescribed financial market" means a financial market that is prescribed by regulations made for the purposes of this definition.

"prescribed form" : see section 350.

"printed" includes type - written, lithographed or reproduced by any mechanical means.

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

"Product Disclosure Statement" :

(i) required by section 1012A, 1012B, 1012C, 1012I or 1012IA to be given in accordance with Division 2 of Part 7.9; or

(ii) that section 1012H requires an issuer of a financial product to take reasonable steps to ensure is given to a new group member in accordance with Division 2 of Part 7.9; and

"product intervention order" means an order made under subsection 1023D(1) or (3).

"professional accounting body" has the same meaning as in the ASIC Act.

"professional employee" of an individual auditor, audit firm or audit company means an employee of the auditor, firm or company who participates in the conduct of the audits on behalf of the auditor, firm or company and, in the course of doing so, exercises professional judgment in relation to the application of or compliance with:

"professional investor" means a person in relation to whom one or more of the following paragraphs apply:

(b) the person is a body regulated by APRA, other than a trustee of any of the following:

(i) a superannuation fund;