Business Names Registration Act 2011

PART 10 - GENERAL  

SECTION 87   JOINT VENTURES  
Application

87(1)    
This section applies if:

(a)    2 or more entities (the joint venture entities ) have entered into a contractual arrangement under which they carry on, or intend to carry on, a business jointly under a business name; and

(b)    the entities do not form another entity to do so.

Subject to this section, the joint venture entities are together treated as a single entity (the joint venture ) for the purposes of this Act and the Transitional Act.

Treat joint venture in the same way as an entity

87(2)    
An obligation that would otherwise be imposed on the joint venture under this Act or the Transitional Act is imposed on each joint venture entity, but may be discharged by any of the joint venture entities.

87(3)    
If this Act or the Transitional Act would otherwise require or permit something to be done by the joint venture, the thing may be done by one or more of the joint venture entities on behalf of all of the joint venture entities.

87(4)    
An offence against this Act or the Transitional Act that would otherwise be committed by the joint venture is taken to have been committed by each joint venture entity.

87(5)    
A joint venture entity does not commit an offence because of subsection (4) if the joint venture entity:

(a)    does not know of the circumstances that constitute the contravention of the provision concerned; or

(b)    knows of those circumstances but takes all reasonable steps to correct the contravention as soon as possible after the joint venture entity becomes aware of those circumstances.

Note:

A defendant bears an evidential burden in relation to the matters in subsection (5) : see subsection 13.3(3) of the Criminal Code .

Principal contact of joint venture

87(6)    

A notice, signed by all the joint venture entities, may be lodged with ASIC, nominating a person as the principal contact for the joint venture for the purposes of this Act or the Transitional Act.

87(7)    
If a person is nominated as the principal contact for the joint venture for the purposes of this Act or the Transitional Act, that person is taken to be the agent of the joint venture entities for the purposes of this Act and the Transitional Act, until the nomination is withdrawn.

87(8)    

A notice, signed by all the joint venture entities, may be lodged with ASIC, withdrawing the nomination of a person as principal contact for the joint venture for the purposes of this Act or the Transitional Act.

87(9)    

A notice under subsection (6) or (8) :

(a)    must be in the prescribed form; and

(b)    must be lodged in the prescribed manner.

ABN numbers

87(10)    
An application for registration of a business name to the joint venture must include the ABNs of each of the joint venture entities, or, if an application for an ABN for a joint venture entity is pending, a statement to that effect and the reference number for the ABN application.

87(11)    

ASIC must not register the business name to the joint venture unless each of the joint venture entities has an ABN.

87(12)    
To avoid doubt, the priority of a joint venture over a business name is not affected by the fact that an ABN application by any joint venture entity is pending.

87(13)    
Otherwise, a reference in this Act to the ABN of an entity means, in the case of a joint venture, the ABN of each of the joint venture entities.

Death of a joint venture entity

87(14)    
If a joint venture entity who is an individual dies:

(a)    the business name continues to be registered to the joint venture; and

(b)    sections 39 and 40 otherwise apply in relation to the joint venture entity in the same way as they apply in relation to an individual to whom a business name is registered.