Requirements for registration
There are requirements for a group to register and stay registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act).
Aboriginal and Torres Strait Islander ownership and control (membership)
The majority of members must be Aboriginal and Torres Strait Islander people to:
- start a corporation under the CATSI Act
- transfer registration of an existing entity to the CATSI Act.
This is the Indigeneity requirement. It is there to make sure a corporation registered under the CATSI Act is Aboriginal and Torres Strait Islander owned and controlled.
If your corporation’s rule on member eligibility allows non-Indigenous people to become members, when the directors assess a membership application they must refuse the application if accepting it would put non-Indigenous people in the majority.
In a corporation with:
- 5 or more members – 51% of the members must be Aboriginal or Torres Strait Islander people
- 2 to 4 members – all the members, or all but one of the members, must be Aboriginal or Torres Strait Islander people
- one member – that member must be an Aboriginal or Torres Strait Islander person.
You must meet the Indigeneity requirement the whole time your corporation is registered.
Membership requirements
The CATSI Act was designed with member-controlled corporations in mind but there is flexibility.
A corporation must have at least 5 members. You can apply for an exemption to have fewer than 5 members (for example, to be a sole trader). There is no maximum limit on members.
These are the rules for members under the CATSI Act:
- Members must be at least 15 years old – you can make the minimum age higher if you want.
- Members must be Aboriginal or Torres Strait Islander people – you can allow non-Indigenous people as members by putting it in your rule book
- Members must give their consent to become a member.
Corporations that are RNTBCs must allow all people who are common law holders of the native title determination to be represented as members either directly or indirectly.
You can add extra eligibility requirements in your corporation’s rule book if you want.
If you allow non-Indigenous people as members, you must record which members are non-Indigenous on your register of members.
Bodies corporate requirements
A corporation can have ‘corporate members’. These are organisations rather than people, like:
- other corporations
- other types of incorporated entities.
Under the CATSI Act, bodies corporate must have Aboriginal or Torres Strait Islander control. That means that within the corporate members are a majority of Aboriginal and Torres Strait Islander people influencing decisions about finance and operations.
To make sure this is happening, we may look for:
- the practical influence Aboriginal and Torres Strait Islander people can have over the body corporate
- any practices or patterns of behaviour that affect the body corporate’s financial or operating policies.
For example, a key factor is whether Aboriginal and Torres Strait Islander people make up a majority of:
- members
- shareholders
- directors.
If a corporate member has equal share of control between Aboriginal or Torres Strait Islander and non-Indigenous members, they’re considered a non-Indigenous member.
Director requirements
The corporation must have at least 3 directors (12 directors at most). You can apply for an exemption to have fewer than 3 or more than 12 directors.
Directors must usually live in Australia and can’t be employees of the organisation.
You can have a rule in your rule book that allows people who are not members to be directors.
Under the CATSI Act, all corporation directors must be Aboriginal or Torres Strait Islander people. Your corporation rule book can have a rule instead that most directors are Aboriginal or Torres Strait Islander people.
Aboriginal and Torres Strait Islander directors must sign a declaration of eligibility and confirm their Indigeneity.
If you have 2 members and one is non-Indigenous you must show Aboriginal and Torres Strait Islander control:
- If just the Aboriginal and Torres Strait Islander member is a director, you must have an independent director who is also an Aboriginal or Torres Strait Islander person.
- If the non-Indigenous member is also a director, you must have at least one other director and maintain a majority of Aboriginal or Torres Strait Islander directors.
If your corporation has directors representing corporate members, a majority must be Aboriginal or Torres Strait Islander people.
Director ID
A director identification number (director ID) is a unique number for each director. It helps to prevent false or fraudulent director identities from being used.
Directors need to apply for their own director ID. It’s free to apply and they keep the same number forever.
Find out more about director ID.
Contact persons and secretaries
Large corporations must have a secretary.
Small and medium corporations have a contact person.
Find out more about corporation sizes.
Find out more about the role of secretaries and contact persons.
Checking Indigeneity
It’s the corporation’s role to check and accept members’ and directors’ Indigeneity.
The legal test for Indigeneity has 3 factors:
- Person is of Aboriginal and/or Torres Strait Islander descent.
- Person identifies themselves as an Aboriginal and/or Torres Strait Islander person.
- Community recognises the person as an Aboriginal and/or Torres Strait Islander person.
Each community may also have its own criteria, process and protocols for recognising Indigeneity. For example, this might have to do with descent, cultural practices and lore.
We may ask for evidence during the registration process and at any other time during your corporation’s registration.
If you don’t comply with the Indigeneity requirement, we may reject the corporation’s registration.
Training on starting a new corporation
We offer free training for:
- groups looking to start a new corporation
- existing entities looking to transfer incorporation to the CATSI Act or combine corporations.
If you’re ready to start the registration process, we can add in a workshop about rule book design.
