Running and closing a corporation

An Indigenous corporation is run or functions by a rule book which sets out the way the corporation will be governed. The corporation acquires the rule book when the corporation is registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act).

A rule book is important for members as well as outsiders dealing with the corporation. It has to be governed by a set of rules because it is a different legal person from the members.

What is the rule book under the CATSI Act?

The rule book includes all the relevant parts of the law that affect how a corporation is run:

the constitution of the corporation
‘replaceable rules’ that have not been changed
set rules under the law that the corporation cannot change.

What is the constitution under the CATSI Act?

The constitution includes all the parts of the Act that the corporation can change so that it suits your own circumstances and needs.

corporation rules, such as name and objectives
‘replaceable rules’ that have been changed
laws that can be changed, such as whether members are liable for the corporation’s debts
extra rules that the corporation has added itself
rules recommended by ORIC that are a good governance idea.

The common law also has a number of rules which apply to corporations.

Of course, an Indigenous corporation can be closed at any time by the members if it no longer serves their purposes. Certain steps must be taken in order to close a corporation.

For more detailed information see:

Page updated: 12 May 08