The Registrar has a number of regulatory powers under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) to intervene to solve problems within corporations. The type of power the Registrar uses would depend on the type of rules of the Act and/or the rule book of the corporation which were broken. The Registrar regularly uses its power to examine the records and documents of the corporation so it can detect and prevent the corporation from breaking the rules of the Act and the rule book of the corporation.
Summary of the Registrar's regulatory powers
The Registrar may if the need arises:
- convene meetings of interested parties (s. 439-5)
- call a general meeting (formerly SGMs) (s. 439-10)
- call an annual general meeting (s. 439-15).
The Registrar is to chair these meetings or authorise another person to do so.
Registrar requires compliance with the Act (s. 439-20). (This is the old s. 60A notice under the ACA Act).
The Registrar may appoint an authorised officer (examiner) at any time to examine the books and records of a corporation (s. 453-1).
Production of books or attendance to answer questions
Under s. 453-5 the Registrar may give notice to a person who has some knowledge of the examinable affairs of the corporation to:
- provide the Registrar with information about the corporation or its examinable affairs
- produce any books and records about the corporation
- appear before the Registrar to answer questions about the corporation.
Division 456 gives the Registrar the power ask the court to issue warrants to obtain information about a corporation if the information can’t be obtained via s. 453-1 or s. 453-5.
Protection for whistleblowers
There is provision for whistleblowers in the CATSI Act (Division 466).
Under the CATSI Act the Registrar needs to make several determinations when appointing a special administrator:
- that the corporation be placed in special administration (s. 487-1)
- the appointment of a special administrator (the person) (s. 490-1 and s. 490-5)
- the period of the appointment (s. 487-1 and s. 487-15)
- whether the directors will be removed from office during the term of the special administration (s. 496-5).
Note: Approval by the minister is not required for the appointment of a special administrator.
Grounds for special administration
Some increased powers (via additional grounds) are available for appointment of special administrators. All of the grounds for an appointment are detailed in s. 487-5. The additional grounds are:
- the corporation has failed to comply with a s. 439-20 compliance notice
- the corporation has failed to lodge its annual reports (Part 7-3)
- if there are disputes that interfere with the corporation’s operations
- if a majority of directors write to the Registrar and ask for the appointment.
Disqualifying people from managing corporation
The CATSI Act has provisions to disqualify people from managing corporations (i.e. from being a director or a chief executive officer or chief financial officer). There are three ways this can happen:
- automatic disqualification (s. 279-5)
- the court may decide a person is disqualified (s. 279-15)
- the Registrar has a power to disqualify a person (s. 279-30).
The CATSI Act has provisions for the winding up of corporations (Division 526).
The CATSI Act has provisions for the deregistration of corporations (Division 546).
- Internal reviews
- Administrative Appeals Tribunal (AAT) reviews