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Contents (2009 - 7)
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Associations Incorporation Act 2009 No 7
Current version for 1 September 2016 to date (accessed 23 June 2017 at 06:41)
Part 9
Part 9 Application of Corporations legislation
95   Excluded matters
(1)  An association is declared to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation.
Note.
 This section ensures that neither the Corporations Act 2001 of the Commonwealth, nor the Australian Securities and Investments Commission Act 2001 of the Commonwealth, will apply to an association other than to the extent specified in this section. Section 5F of the Corporations Act 2001 provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation, other than to a specified extent, then that legislation will apply, except to the specified extent, in relation to that matter in the State concerned. However, other provisions of this Act provide for the application of provisions of the Corporations legislation to associations as laws of the State.
(2)  Subsection (1) does not exclude the application of the following provisions of the Corporations legislation to an association to the extent to which those provisions would otherwise be applicable to the association:
(a)  provisions relating to the role of an association in the formation of a company,
(b)  provisions relating to the registration of an association as a company under Chapter 5B of the Corporations Act 2001 of the Commonwealth,
(c)  provisions relating to substantial shareholdings, by or involving an association, in a company,
(d)  provisions conferring or imposing functions on an association as a member, or former member, of a corporation,
(e)  provisions relating to dealings by an association in financial products of a corporation,
(f)  provisions conferring or imposing functions on an association in its dealings with a corporation,
(g)  provisions relating to any of the following activities of an association:
(i)  the activity of operating, or being concerned in the operation of, a managed investment scheme,
(ii)  the activity of providing advice about, or dealing in, insurance,
(iii)  any activity regulated by or under Chapter 2L (Debentures), Part 5.7 (Winding up bodies other than companies), Chapter 6D (Fundraising) or Chapter 7 (Financial services and markets) of the Corporations Act 2001 of the Commonwealth.
(3)  To avoid doubt, it is declared that subsection (1) does not operate to exclude the operation of:
(a)  Chapter 2F, 2L, 5C, 6D or 7 or section 1324 of the Corporations Act 2001 of the Commonwealth, or
(b)  Part 1, 2 or 3 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth to the extent necessary to enforce the provisions of the Corporations legislation referred to in subsection (2) (a)–(g) and in paragraph (a) of this subsection.
(4)  In this section, the Corporations legislation means the Corporations legislation, within the meaning of the Corporations Act 2001 of the Commonwealth, to which Part 1.1A of that Act applies.
96   Applying the Corporations legislation to associations
(1)  The regulations may declare any matter relating to associations to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to any excluded Corporations legislation provision or provisions (with such modifications as may be specified in the declaration).
Note.
 Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act 2001 of the Commonwealth and Part 3 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth as laws of New South Wales in respect of any matter declared by a law of New South Wales (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.
(2)  Without limiting subsection (1), any such regulations:
(a)  may specify modifications to the definitions and other interpretative provisions of the Corporations legislation relevant to any excluded Corporations legislation provision that is the subject of the declaration, and
(b)  may specify that a reference to ASIC in any excluded Corporations legislation provision that is the subject of the declaration is to be read as a reference to another person, and
(c)  may identify any excluded Corporations legislation provision to which the declaration relates by reference to that provision as in force at a particular time, and
(d)  may specify a New South Wales court (other than the Supreme Court) to exercise any function conferred on a court or the Supreme Court by any excluded Corporations legislation provision to which the declaration relates.
(3)  Words and expressions used in this section and also in Part 3 of the Corporations (Ancillary Provisions) Act 2001 have the same meanings as they have in that Part.
(4)  In this section, excluded Corporations legislation provision means any provision of the Corporations legislation that does not apply to associations as a law of the Commonwealth.
97   Modifications to applied provisions
(1)  If a provision of this Act declares a matter to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 (the declaratory provision) in relation to any provisions of the Corporations legislation (the applied provisions), the declaratory provision is taken to specify the following modifications:
(a)  a reference in the applied provisions to the constitution of a company is to be read as a reference to the constitution of an association,
(b)  a cross-reference in the applied provisions to another provision of the Corporations legislation is, if that cross-reference is not appropriate (because for example the provision cross-referred to is not among the applied provisions), to be read as a cross-reference to the equivalent provision of this Act,
(c)  a reference in the applied provisions to the Commonwealth is to be read as a reference to New South Wales,
(d)  any of the applied provisions that are not relevant to associations or which are incapable of application to associations are to be ignored,
(e)  modifications directed by the Secretary under subsection (2).
(2)  The Secretary may, by order published in the Gazette, give directions as to the modifications that are necessary or desirable for the effectual operation of applied provisions.