ORIC and CATSI Act

The Native Title Act 1993 (Cth) (NTA) states that once PBCs are established they must register under the Corporations (Aboriginal and Torres Strait Islander Act) 2006 (CATSI ACT). The CATSI Act  guides how Aboriginal and Torres Strait Islander corporations are run. It includes guidance on:

The CATSI Act  has been created with the particular needs of Indigenous corporations in mind. See the ORIC fact sheet for differences between the CATSI Act and the  Corporations Act 2001 (Cth). It also includes specific provisions for Registered Native Title Bodies Corporate (RNTBCs).

What does the Registrar and ORIC do?

The CATSI Act is administered by the Registrar of Indigenous Corporations, an independent statutory office holder appointed by the Minister for Indigenous Affairs and supported by the Office of the Registrar of Indigenous Corporations (ORIC). The Registrar’s key functions are to administer the CATSI Act, assist Indigenous groups to register corporations and operate in compliance with the Act, and support Indigenous corporations by providing training in good corporate governance, and mediation and dispute resolution services.

The Registrar exercises oversight over corporations’ compliance with the CATSI Act and has broad powers to intervene in the running of corporations to ensure they comply with the Act and with their own rule books. ORIC’s compliance oversight function includes examining PBCs’ records, convening meetings, issuing compliance notices (providing guidance to corporations that are not meeting their obligations under the Act), responding to complaints, and placing non-compliant corporations under external administration.

ORIC keeps a register of all Aboriginal and Torres Strait Islander corporations that are incorporated under the CATSI Act. The register contains key information including contact information and copies of public documents such as PBC constitutions (see ORIC website).

Where a corporation is experiencing difficulties, the Registrar may intervene to support and restore it to operational order, or restructure it to enable it to better meet its aims, objectives and obligations to its members (see Special Administration below).

Registering under the CATSI Act

PBCs must take certain steps to prepare for incorporation (setting up a PBC) before registering under the CATSI Act. These include:

  • hold an initial general meeting
  • agree on proposed constitution (rule book)
  • conduct an election for first board of directors and office bearers
  • appoint a contact person or company secretary.

Once registered as an RNTBC a corporation will need to:

  • set up a register of PBC members and former members
  • set up a minute book for directors’ meetings, general meetings and annual general meetings
  • set up bank accounts and financial records (depending on the size of the PBC, it will need to maintain necessary records, taxation structure, superannuation, employee matters).

Rule Book

The CATSI Act requires that all corporations have a Rule Book (PBC constitutions) that governs how they should be run. The Rule Book sets out the main rules about how the corporation operates, including rules about making decisions, appointing directors and resolving disputes.

Some rules in the Rule Book are required by the CATSI Act. Others – identified in the CATSI Act as ‘replaceable rules’  – can be redesigned to suit the corporation and may even be designed to reflect the traditional laws and customs of the corporation's members.

There may be rules in a Rule Book which are: 

  • required by the CATSI Act or the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth) (the PBC Regulations);  

  • replaceable - able to be changed, or amended; 

  • helpful for good governance; 

  • required for other purposes, such as allowing a corporation to be registered as a charity with ‘deductible gift recipient status’.  

PBC record keeping and reporting requirements

The CATSI Act sets out what Aboriginal and Torres Strait Islander corporations must do by law (ORIC - lodging reports).

PBCs have obligations under the CATSI Act to maintain a register of members; conduct annual general and special meetings; maintain financial accounts and records; and lodge documents with the Registrar. For reporting purposes, the CATSI Act classifies PBCs as large, medium or small according to their size and income (Reporting requirements). In order to reduce the administrative burden on small corporations, reporting responsibilities for small corporations are less complex than those of larger ones. Corporation size is calculated as follows:

Size and income of corporation

Report required

Small corporations with a consolidated gross operating income of less than $100,000 and less than 5 employees.
  1. General report only

Small corporations with a consolidated gross operating income of $100,000 or more and less than $5 million, but less than 5 employees.
  1. General report
  2. Financial report
  3. Audit report

Medium corporations with a consolidated gross operating income of less than $5 million and between 5 to 24 employees.

OR
financial report based on reports to government funders (if eligible)

Large corporations or any corporation with a consolidated gross operating income of $5 million or more and more than 24 employees.
  1. General report
  2. Financial report
  3. Audit report
  4. Directors' report

Adapted from CATSI corporation size and reporting fact sheet

Special Administration

If a PBC is experiencing financial or governance issues that may impact upon its capacity to meet its obligations to its members and native title holders under the CATSI Act and NTA, the Registrar may appoint a special administrator to safeguard the corporation for a specified period of time. The special administrator has the powers of an officer of the corporation. Usually when a special administrator is appointed the elected directors will step down. The aim of special administration is to return a corporation to operational stability and compliance with the CATSI Act and its own rule book.

Reasons a PBC may be placed under special administration include:

  • non-compliance with reporting requirements under the CATSI Act
  • insolvency or the inability to pay a debt
  • non-compliance with the corporation’s rule book
  • acting contrary to the interests of a corporation’s members
  • disputes between corporation members or officers that may affect the stability of the corporation
  • a request by a majority of a corporation’s officers for a special administrator to be appointed.

Before making a special administration decision, the Registrar has the discretionary powers to take into account a PBC's particular circumstances, such as its size, whether it is located in a regional or remote area and its core business. Usually, before placing a corporation under special administration the Registrar will provide an opportunity for it to respond to concerns raised, through a ‘show cause’ notice and argue for why it should not be placed under special administration.

Written by Michael Cawthorn, consultant anthropologist

Updated 16 April 2021

 

Further resources

Tags
CATSI Act
Indigenous law
Legal
Native Title Act
ORIC
PBC Regulations
PBCs (Prescribed Body / Bodies Corporate)
Reporting
Rule book
Training