Glossary of Terms ASIC

Transcription

1 Glossary of Terms ASIC ABN application reference number A unique 13-digit identifying number issued by the Australian Business Register when applying for an Australian Business Number (ABN). Address in Australia for service of documents (Business names) This must be a physical street address or postal address in Australia. It is used by ASIC to send official notices to the business name holder. It will appear on the Business Names Register. AFS Stands for Australian financial services. AFS banned/disqualified person A person who has been banned by ASIC from providing financial services. AFS licence A licence granted by ASIC to authorise a person to provide financial services in Australia. AFS licensee A holder of an AFS licence. Agent (Business names) An agent for business names is any person(s) authorised by a business name holder to act on their behalf. This might include an accountant, a lawyer, a corporate services provider or even a relative or friend. A business name holder may nominate more than one agent. Agents must be authorised, sign up for an ASIC Connect account, and link business names to their account using the ASIC key. Alternative registration period (Business names) The ability to choose an alternative date for the expiration of a registration period, under the Business Names Registration Act 2011, that aligns with the expiration of the registration period of another business name registered by the business name holder, or review date of a company under the Corporations Act 2001, if the business holder is a company. Annual statement (SMSF auditors) A transaction an SMSF auditor must complete within 30 days of the anniversary of their registration in which the SMSF auditor must review their details and declare they meet the eligibility criteria for continuing their registration. Applicant An individual or organisation who makes an application to ASIC (e.g. an application to register a business name). Approved SMSF auditor An individual that has been approved by ASIC on or after 31 January 2013 to conduct audits on self-managed superannuation funds.

2 ASIC key (Business names/smsf auditors) A unique security number which ASIC issues for each registered business name. Customers need the ASIC key to conduct most transactions with ASIC in relation to a business name. The ASIC key is used to link a business name to a user account on ASIC Connect. Association A body corporate registered as an association under relevant Australian state or territory legislation. Auditor A registered company auditor or an authorised audit company. Australian Business Accounts (ABA) An online service the Australian Government provides to help you set up, expand and manage your business. For further details refer to the Australian Business Accounts website. Australian Business Licence and Information Service (ABLIS) An online service that provides tailored information about government-related licences, registrations and permits. Check the Australian Business License and Information Service (ABLIS) in your Australian state or territory for the licences, permits and other registrations that apply to you. Australian Business Register (ABR) The Australian Business Register. For further details refer to the Australian Business Register (ABR) website. Australian Company Number (ACN) A unique 9 digit identifying number ASIC issues to a company on registration under the Corporations Act Australian Registered Body A body corporate that is formed or incorporated in Australia and registered by ASIC enabling it to carry on business in one or more Australian states or territories, other than its home jurisdiction. It is not a company. Registrable Australian bodies Australian Registered Body Number (ARBN) A unique 9-digit identifying number issued to every registered Australian body upon registration. Registrable Australian bodies Australian Resident (SMSF auditors) A person who is a resident of Australia for the purposes of the Income Tax Assessment Act Authorisation (Business names) The authority to conduct a transaction on behalf of a registered entity in respect of the entity's business name. Persons authorised to transact with ASIC in relation to the business name

3 includes business name holders, their representatives and agents. For example, a business name holder may authorise their agent, such as an Accountant or Solicitor, to lodge and manage their business name registration on their behalf. In contrast, a Nominated Manager has authority only to manage the day to day activities of the business where a debtor representative is appointed. This excludes the authority to engage in any way with the Business Name Register on behalf of the entity. Authorised audit company A company registered with ASIC to conduct company audits. See also: Registered company auditor Authorised lodger An individual who is authorised to complete and submit transactions on behalf of a registration holder. This includes officeholders and agents acting on behalf of a company. Authorised representative A person authorised by an AFS licensee to provide particular financial services or products on their behalf. Banned credit person A person who has been banned from engaging in credit activities. Banned futures representative A person that was banned from holding proper authority to act as a futures representative. This is a role that existed prior to the financial services reform in 2002 and no longer exists. Banned securities representative A person that was banned from holding proper authority to act as a securities representative. This is a role that existed prior to the financial services reform in 2002 and no longer exists. Banned/disqualified person A person who has been disqualified from managing a corporation, or banned from practising in the financial services or credit industry. Business (Business names/smsf auditors) An entity that is registered with ASIC (e.g. a business name or a SMSF auditor). Business Enterprise Centre (BEC) A nationwide network of Business Enterprise Centres that are recognised as a point of contact for small business operators seeking business information, advice and guidance. For further details, refer to the Business Enterprise Centre (BEC) website. Business name A name used, or to be used, in relation to one or more businesses. Business name availability A business name is available to be registered by an entity if it successfully passes the business names availability tests. See also: Business name availability rules.

4 Business name availability rules The rules that will be applied to determine whether a proposed business name is available to be registered. For further details refer to the business names availability tests. See also: Check name availability. Business name extract A copy of an entry or entries in the Business Names Register. ASIC provides, for a fee, a document containing information extracted from the Business Names Register relating to a business name or an entity. This can be an electronic record in PDF or XML format. Business name holder The entity to which a business name is registered. Business name record of registration A record of registration issued by ASIC to a business name holder on successful registration of a business name. It contains a summary of the details that are recorded on the Business Names Register about that business name. The first page of a record of registration looks like a certificate. Subsequent pages include the details provided to ASIC. Business name registration application refusal An ASIC decision to refuse an application to register a business name. The application will be refused when the proposed business name is not available, the proposed business name holder is disqualified from holding a business name, the registration fee is not paid within the required time, or an ABN (or ABN reference number) is not provided. Business name renewal The process whereby a business name holder elects to renew the registration of a business name, for a period of 1 or 3 years, by paying the renewal fee appropriate to that period. Business Names Register The national register of business names registered in Australia by ASIC under the Business Names Registration Act The register is available for public searching and enables the public to identify the entity carrying on a business under a business name and its contact details. Business Names Registration Act 2011 A Commonwealth Act in relation to business names that provides for the establishment and maintenance of a national Business Names Register. Business names regulator (ASIC) The government agency (ASIC) responsible for administering the Business Names Register under the Business Names Registration Act Cancel application for consent to transfer a business name A business name holder may apply to cancel a business name and for consent for another holder to register the business name. A consent to transfer number will be provided by ASIC. See also: Consent to transfer number.

5 Cancellation (Business names) Cancellation of the registration of a business name. Cancellation can occur upon application by a business name holder, action initiated by ASIC or where ASIC is ordered to do so by a court. Cancelled business names appear on the public Business Names Register with a cancelled status. Certificate Information recorded on ASIC registers that ASIC provides in the form of a certificate. Certified document A copy of a document from the ASIC register that ASIC has certified in writing to be a true copy of that document from the ASIC register. Check name availability A series of tests that will be applied to determine whether a proposed business name is available to register. See also: Business name availability tests. Commonwealth of Australia ASIC Gazette A publication containing notices required to be published under the Corporations Act 2001, including instruments, notices of variation, changes of company type, company reinstatements and company and scheme deregistrations. Commonwealth of Australia Business Gazette A publication which contains private notices advertised by companies under the Corporations Act Company A body corporate registered in Australia under the Corporations Act Company alert A service which allows you to register to receive an alert whenever a specific type of document is lodged with ASIC by a specified company. Company annual return A document that all companies were required to lodge with ASIC by 31 January each year, containing the details held about that company. The obligation to lodge a company annual return ceased on 1 July Competency examination (SMSF auditors) An examination conducted by or on behalf of ASIC to determine the competency of a person to conduct audits on self-managed superannuation funds. Competency standards (SMSF auditors) A set of specific competencies that an approved SMSF auditor is required to have in order to be registered with ASIC. Consent to transfer number (Business names)

6 A unique identifying number issued by ASIC when a business name holder has consented for a potential business name holder to register a business name. The consent number will never be more than 15 alphanumeric characters. The new business name holder must provide this number to ASIC when applying to register the business name. See also: Transfer number. Corporate key A unique 8-digit identifier ASIC issues to every company, used to keep company information secure. The corporate key is not needed for any business name transactions. Corporation Under the Corporations Act 2001, a corporation can be: a company any body corporate (whether incorporated in this jurisdiction or elsewhere), and an unincorporated body that under law of its place of origin, may sue or be sued, or may hold property in the name of its secretary or of an officeholder of the body duly appointed for that purpose. Correspondence (Business names) Communications between ASIC and business name holders or their agents. For example, these can be through letters, notices, s and telephone calls. Credit licence A licence that authorises the licensee to engage in particular credit activities. Credit licensee A holder of an Australian credit licence. Credit registered person A person registered as a credit provider in 2010 in the transition period before the commencement of the national credit licensing scheme. Credit representative A person who is authorised in writing to engage in specific credit activities on behalf of a credit licensee. Current charge A registered charge that has not been satisfied. Debtor representative (Business names) A debtor representative is a person appointed or authorised to administer the bankruptcy or external administration (for example, liquidation) of a business name holder. Also includes a debtor representative appointed in relation to a foreign proceeding that has been recognised for the purposes of the Cross-Border Insolvency Act See also: Nominated manager for a debtor representative. Deregistered status

7 An entity that has been deregistered by ASIC (whether voluntarily by its members, initiated by ASIC or at the request of a liquidator). It ceases to exist as a legal entity. Disqualified person (Business names) A person who is disqualified from holding a business name because they: are disqualified from managing a corporation under section 206B(1) of the Corporations Act 2001, or have, within the last 5 years, been: (a) convicted of, or (b) released from prison after serving a term of imprisonment for any of the criminal offences referred to in 32(1)(c) or (d) of the Business Names Registration Act Disqualified SMSF auditor An SMSF auditor that has been disqualified from conducting audits on self-managed superannuation funds. Document image A scanned image of a document or a copy of information lodged electronically with ASIC. Document number The unique identifying number that is allocated to each document received by ASIC. Enforceable undertakings register A register of undertakings given to and accepted by ASIC, by an individual or entity that are enforceable in court. They are generally accepted as an alternative to civil or administrative action where there has been a contravention of the legislation that ASIC administers. Entity (Business names) For the purpose of business name registration, an entity under section 5 of the Business Names Registration Act 2011 can be any of the following: an individual, a body corporate, a corporation sole, a body politic, a partnership, an unincorporated association or body of persons, a trust or a superannuation fund. Existing business name A business name registered under a state or territory of Australia business names legislation prior to 28 May 2012 and notified to ASIC to be registered on the Business Names Register pursuant to the Business Names Registration (Transitional and Consequential Provisions) Act Existing names (Business names) Business names which are similar to, but not identical or near identical to, the name proposed for business name registration, displayed on the application to register a business name. They are displayed during business names registration to increase awareness for new business name applicants to know which other similar names already exist. External administration status Refers to an organisation to which an external administrator has been appointed.

8 External administrator A general term for an external person externally appointed to a company or its property. Generally it includes: provisional liquidators liquidators voluntary administrators deed administrators controllers receivers, and receiver and managers. Extract A document provided by ASIC, for a fee, containing information extracted from our registers about an organisation or person. ASIC offers extracts containing current and current & historical information. Foreign company An incorporated or unincorporated body that is formed in an external territory or outside Australia and registered under thecorporations Act Foreign insurance agent A person who was registered with ASIC to place business with an overseas insurer as agent for that insurer. This is a role that existed prior to the financial services reform in 2002 and no longer exists. Franchise A business arrangement whereby the owner (franchisor) of an enterprise grants the rights to another person or entity (franchisee) to operate under the franchisor's trade name. Franchisee A franchisee is an entity that purchases the rights to use a franchisor's name and business model to do business. Franchisor The franchisor owns the overall rights and trademarks (if any) of the business and allows its franchisees to use these rights and trademarks to carry on business within terms of the franchise. The franchisor owns the overall rights and trademarks. Futures adviser A person who was licensed by ASIC to provide advice on futures contracts. This is a role that existed prior to the financial services reform in 2002 and no longer exists.

9 Futures broker A person who was licensed by ASIC to deal in futures contracts. This role existed prior to the financial services reform in 2002 and no longer exists. Futures representative An individual who was authorised by a futures licensee to carry on the business of a futures licensee. This is a role that existed prior to the financial services reform in 2002 and no longer exists. General insurance broker A person who was registered with ASIC who provided advice, arranged policies and dealt with claims relating to general insurance products on behalf of insureds. This is a role that existed prior to the financial services reform in 2002 and no longer exists. Grandfathered business name See 'Existing business name'. Held (Business names) A proposed business name which is not currently available to register because the name: is already held has been applied for and the application is being considered is being applied for or cancelled and the decision to do so is under review is being cancelled, and/or is required by a state or territory of Australia to be held to support transition to the Business Names Register. Incorporated association A body incorporated under the relevant Australian state or territories Association's Incorporation Acts. Incorporated body A business structure such as a company, incorporated limited partnership, incorporated association, body corporate established under Australian state or territory legislation or another organisation that is a legal entity, separate from the individual managing it. Individual A natural person. Information broker A commercial provider authorised by ASIC to access information from the ASIC registers and provide extracts to its customers. Investment adviser A person who was licensed by ASIC to carry on an investment advice business. This is a role that existed prior to the financial services reform in 2011 and no longer exists.

10 IP Australia The Commonwealth Government agency responsible for administering legislation relating to intellectual property (IP) rights (e.g. legislation relating to patents, trade marks, designs and plant breeder's rights). For further information see IP Australia. Joint venture (Business names) A contractual arrangement under which two or more entities carry on an activity for a single purpose. It might be implemented by various business structures: a trust, a joint venture company or joint venture partnership. For the purposes of the Business Names Register, a joint venture partnership is two or more entities that apply for a business name, each with their own Australian Business Number (ABN). Legal personal representative (Business names) Is an individual or an incorporated body who is appointed to administer a business name where an individual business name holder or partner has died. Life insurance broker A person who was registered with ASIC who provided advice, arranged policies and dealt with claims relating to life insurance products on behalf of insurers. This is a role that existed prior to financial services reform in 2002 and no longer exists. Limited partnership Generally, a limited partnership includes at least one general partner (whose liability for the liabilities of the partnership, such as a debt, is limited). Refer to the legislation in the relevant Australian state or territory. Lodged A transaction that has been submitted to and received and accepted by ASIC which complies with all requirements of thebusiness Names Registration Act Requirements include lodging in the approved form and includes all relevant supporting material and documentation. See: Submitted. Managed investment scheme Also known as 'managed funds', 'pooled investments' or 'collected funds', managed investment schemes generally: bring people together to contribute money to get an interest in the scheme pool money together with that of other investors (often many hundreds or thousands of investors) or use money in a common enterprise, and are operated by a 'responsible entity'. Investors do not have day to day control over the operation of the scheme. Member (shareholder) A member owns shares in a company. The member is not liable for company debt. Their only financial obligation is to pay any amount unpaid on their shares if they are called to do so.

11 Messages (Business names) Communication ASIC sends to business name holders or their agents. For example, these can be through letters, notices, s and telephone calls. Minimum requirements (insurance) (SMSF auditors) The amount and terms of cover that ASIC requires to be included in the insurance coverage. Names availability (Business names) A name must be available to an entity before the name can be registered by ASIC. See: Names availability. Nominated manager for a debtor representative (Business names) A person appointed by a debtor representative who will carry on a business under the business name during the appointment or authorisation of the debtor representative. The nominated manager does not have the authority to make changes to the Business Names Register. Non-registered entity An organisation not registered with ASIC. Notified successor (Business names) A person who, on the death of an individual business name holder, has reasonable grounds to conclude that they will inherit the assets used by the deceased in carrying on business under the business name. Offerlist A database containing fundraising offer documents lodged with ASIC under the Corporations Act Official liquidator A registered liquidator, who has been registered as an official liquidator with ASIC. Online transaction (Business names/smsf auditors) Customers can transact with ASIC online using ASIC's web service, known as ASIC Connect, information brokers (for searching) and some commercial software packages. Organisation (Business names) For the purpose of business name legislation, an organisation is an incorporated body (without an ACN or ARBN), a trust, a superannuation fund or an unincorporated body. Organisation representative (Business names) A person who members of the public can contact about the business. Organisation representatives are a member of the governing body of the organisation - for example, the president, secretary or member of the committee of management of an association or other body. All notified organisation representatives can update details for the business name.

12 Other notifications (Business names) Examples of other notifications for business names include: request a review of an ASIC decision request a business name application to be treated as refused; or request a correction to registry details. Partnership (Business names) A set of individuals and/or incorporated entities that have a business arrangement together and an Australian business number (ABN) with a view of making profit. Person Includes an individual, body corporate, partnership, and multiple trustees. Prescribed university/institution (SMSF auditors) Universities and institutions that are prescribed in the Superannuation Industry (Supervision) Regulations See Prescribed universities, institutions and courses for SMSF Auditors for a full list. Principal contact A person nominated to receive copies of correspondence. Principal contacts can be appointed by: a partnership; an unincorporated body or association; a trust; or a joint venture. The principal contact will appear on the public register. Principal place of business (Business names) This is the primary location where you will carry on business. This address must be a street address in Australia - we will not accept a Post Office box. This address is displayed on the public register. However, if you are an individual or sole trader and your principal place of business is the same as your residential address, only the suburb, postcode and state or territory will be displayed. Principal place of practice (SMSF auditors) A physical address that is the principal or main location at which an SMSF auditor carries on business in Australia. This address appears on the public register. Product disclosure statement (PDS) A disclosure document that must be provided to a retail client for the offer or issue of a financial product.

13 Professional indemnity insurance (SMSF auditors) A form of insurance that helps to protect the holder from bearing the full cost of defending against a claim of negligence. Professional roles register A series of registers that contain details of professional roles, including: Australian financial services licensees and authorised representatives auditors liquidators Australian credit licensee and representatives, and other roles that existed before the introduction of Australian financial services licences. Proposed business name This is the name that is proposed for registration and is subject to the names availability rules. Public Register (Business names) This is the entries in the Business Names Register, which are available for searching by the public. Extract of these entries can be searched online. Register of Approved SMSF Auditors A register of all auditors approved to conduct audits of self-managed superannuation funds. Register of banned bodies corporate A register of bodies corporate that are banned from engaging in credit activities by an Australian state or territory or under thenational Consumer Credit Protection Act Register of Disqualified SMSF Auditors A register of auditors that have been disqualified from conducting audits on self-managed superannuation funds. Register of trustees for debenture holders A register of information required to be provided by the issuers of debentures relating to the appointment of trustees. Register of unlicensed carried over instrument lenders A register of all unlicensed carried over instrument lenders notified to ASIC, including any unprescribed unlicensed carried over instrument lenders. Registered agent Acts as an intermediary between ASIC and Australian companies, to help companies meet their lodgement obligations. Registered agent (Business names) A type of agent who may be authorised by a business name holder to act on their behalf. All agents must be authorised, sign up for an ASIC Connect account and link business names to their account using the ASIC key. For business names, there is no need to sign up separately with ASIC as a registered agent (companies) or to have an ASIC agent number.

14 Registered company auditor An individual or body corporate, other than a company, that is registered to conduct company audits. See also: Authorised audit company Registered company auditor number A unique number given to all registered company auditors and authorised audit companies once registered with ASIC. Registered liquidator A person appointed by a company to wind up the affairs of the company. Registered liquidators are registered by ASIC. Registered office address An address that Australian companies, registered foreign companies and registered Australian bodies must provide for the receipt of communications and notices. Registered status An organisation that is currently registered by ASIC or another government organisation and is listed on ASIC's registers. Registration fee (Business names) The fee that must be paid to ASIC when registering a business name. Registration holder An individual or organisation that holds a registration with ASIC (e.g., an SMSF auditor or business name holder). Registration period (Business names) This is the length of time (1 or 3 years) for which a business name holder chooses to register a business name. Registration renewal date (Business names) The date by which a business name registration must be renewed. This is dependent on the renewal period chosen during registration or renewal - either 1 or 3 years - and on whether the business name holder aligned their registration period. Registration renewal fee (Business names) The fee that must be paid to ASIC prior to renewing a business name. Relational company extract See Roles and relationships extract. Renewal notice (Business names) This is a message ASIC sends to a business name holder advising that their registration is due for renewal.

15 Reserved name A name that has been reserved for the purposes of registration by a particular organisation. Restricted word (Business names) A word that cannot be used in a business name without obtaining Ministerial or other authorised consent (e.g. the use of the word banker requires approval from the Australian Prudential Regulation Authority (APRA)). Restricted words are set out in the Business Names Registration (Availbility of Names) Determination Reviewable decision (Business names) A decision of which a business name holder or other relevant entity can request a review. These include a previous decision to register, refuse to register, or cancel a business name. The request to review must be raised by the entity subject to the decision, or in the case of a precious decision to register to an entity, by another entity to whom there is a real risk of substantial detriment. Rights to register (Business names) The rights to registration of two or more identical or nearly identical business name applications as determined by the order in which each application is lodged. Roles and relationships extract An extract of the roles and relationships that a company has with other companies, organisations and corporations. Securities dealer A person who was licensed by ASIC to deal in securities. This is a role that existed prior to the financial services reform in 2002 and no longer exists. Securities representative A person who was authorised by a licensed securities dealer or licensed investment adviser to carry on a securities business on behalf of the dealer or adviser. This is a role that existed prior to the financial services reform 2002 and no longer exists. Shareholder (member) See: Member. SMSF Auditor number (SAN) A unique number given to all SMSF auditors once registered with ASIC. Standard business reporting (SBR) An initiative to streamline business to government reporting through special purpose software. State/territory (Business names) A business name registered under an Australian state or territory's legislation prior to 28 May State/territory business name number An identifying number allocated to a business name registered by a previous business names regulator in a particular Australian state or territory of Australia, prior to 28 May 2012.

16 State/territory business names regulator The government agency of an Australian state or territory that previously administered business names legislation in that Australian state or territory. For example, Consumer Affairs Victoria. Strike-off action in progress Refers to an ASIC registered organisation that is in the process of being deregistered. Submitted transaction A transaction that has been submitted online to ASIC. Summary prosecutions of companies and directors A list of individuals and companies ASIC has prosecuted for a variety of alleged breaches since July Suppression of details (Business names) ASIC may suppress certain details (on the Business Names Register) from a search extract or fee details through the internet to prevent it from being available for the public to search. ASIC may suppress certain details if a request is lodged that for example, may include when ASIC is satisfied that there is risk to personal safety or endangerment of life to an individual, their family or individuals in their place of business. Suspended SMSF auditor An SMSF auditor that has been suspended from conducting audits on self-managed superannuation funds. Transaction (Business names/smsf auditors) Services offered by ASIC in relation to the Business Names and SMSF auditors registers, including applications for registration, renewals, annual statements, requests to update business name and SMSF auditor details and other notifications. See also: Online transactions. Transaction reference number A confirmation number provided by ASIC once an online transaction has been received. Transfer number (Business names) ASIC cannot transfer a business name. However, in cancelling a business name, a request can be made by the business name holder or their agent, for a 'consent to transfer number'. This number is provided by the business name holder, to the new proposed business name holder, who must then provide the number to ASIC when applying to register the name. See: Consent to transfer number. Transitional arrangements (SMSF auditors) The arrangements that were available to existing approved auditors of SMSFs between 31 January and 30 June Undesirable names (Business names) A business name that is unavailable for registration as it contains a word or expression that is considered undesirable for the purposes of the Business Names Registration Act 2011.

17 Unincorporated body Any organisational or financial structure that is not an incorporated body, individual or partnership (e.g. a trust, a fund or a club). Unknown word to ASIC (Business names) A word in a proposed business name that is not known to ASIC. An application containing an unknown word will be manually considered to ensure it does not contain a potentially undesirable word, expression or restricted words. ASIC considers unknown words as those not included in the Macquarie Dictionary and words made up of a combination of letters, characters, symbols and numbers. Update business name details A transaction to update, change or maintain business name details on the Business Names Register. For example, changes to business name holders, changes to business addresses and business name cancellations.