PBC constitutions
Drafting and reviewing PBC constitutions to ensure CATSI Act compliance and alignment with the community's governance needs.
Practice Areas
PBC Corporate Governance
Governance advice for Prescribed Body Corporates and Registered Native Title Body Corporates: constitutions, director duties, CATSI Act compliance and dispute resolution.
A Prescribed Body Corporate (PBC), also called a Registered Native Title Body Corporate (RNTBC), holds or manages native title rights on behalf of native title holders after a successful determination. It operates under the CATSI Act. David Saylor is a PBC lawyer who provides governance advice to help PBCs meet their legal obligations.
- Regulator
- ORIC
- Governing legislation
- CATSI Act 2006 (Cth)
- PBC Regulations
- Native Title (PBC) Regulations 1999
- Director duties
- CATSI Act ss 265-1 ff
What is a Prescribed Body Corporate and why does governance matter?
A Prescribed Body Corporate (PBC) is the legal entity that holds or manages native title rights and interests after a successful determination. Every determined native title group must have one. The PBC is the mechanism through which the community exercises its native title rights, engages with governments and developers, manages cultural heritage, and holds assets on behalf of native title holders.
The quality of the PBC’s governance directly affects the community’s ability to benefit from its determined rights. A well-governed PBC can act quickly and effectively when proposals come in, maintain strong relationships with government, and manage its assets and obligations without internal conflict. A poorly governed one can undermine those rights, expose directors to personal liability, and invite regulatory intervention.
David Saylor is a PBC lawyer Australia-wide, advising Prescribed Bodies Corporate and Registered Native Title Bodies Corporate on governance, constitutions, CATSI Act compliance and disputes.
The legal framework
PBCs are governed by the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) and regulated by the Office of the Registrar of Indigenous Corporations (ORIC). The CATSI Act sets out the obligations of the PBC and its directors, including meeting and reporting requirements, financial management standards, and rules about how decisions must be made.
The PBC also has its own constitution, which operates within the CATSI Act framework. The constitution can be tailored to reflect the community’s own governance practices, provided it meets the minimum CATSI requirements.
Director duties
PBC directors owe legal duties to the corporation and to the native title holders it represents. These duties include:
- acting in good faith and in the best interests of the corporation and its members
- exercising care and diligence
- avoiding conflicts of interest
- not using position for personal advantage
- not allowing the PBC to trade if it is insolvent or if there is a suspicion the PBC is insolvent
These duties are real legal obligations, not aspirational principles. Directors who breach them can face liability under the CATSI Act.
David advises PBC directors on their duties in practice: what they mean when a controversial decision has to be made, how to document decisions appropriately, and how to manage situations where individual interests and community interests may diverge.
Governance disputes
Disputes within PBCs are common. They arise from elections, resource allocation decisions, membership disagreements, and questions about who has the authority to make particular decisions. Left unresolved, these disputes can paralyse the organisation.
David advises on dispute resolution through the PBC’s own processes first, and assists with escalation to ORIC or the Federal Court where the matter requires it. Early advice on how to manage a governance dispute is almost always cheaper and less disruptive than formal proceedings.
What to do next
If you are a PBC director or a native title holder with questions about your PBC’s governance, speak with David Saylor.
Call (07) 4431 0074 or 0474 244 447, or email david@saylorlegal.com.au.
What we cover
PBC Governance, services
Director duties and compliance
Advising PBC directors on their duties and obligations under the CATSI Act and the PBC's own rules.
Governance disputes
Resolving governance disputes within PBCs and between PBCs and native title holders.
ORIC compliance
Advising on reporting obligations to ORIC and assisting with annual returns and compliance matters.
FAQ
Common questions
What is a Prescribed Body Corporate in native title?
A PBC, also called a Registered Native Title Body Corporate (RNTBC), is the legal entity that holds or manages native title rights and interests on behalf of native title holders after a successful determination. It must be a registered corporation under the CATSI Act and is registered with ORIC.
What are the legal obligations of a PBC under the CATSI Act?
A PBC must follow its constitution, hold general meetings, keep financial records, lodge annual reports with ORIC, and act in the interests of the native title holders it represents. Failure to comply can lead to intervention by ORIC or the Federal Court.
What happens when a PBC has an internal governance dispute?
Governance disputes can be addressed through the PBC's own rules, through mediation, or by request to the NNTT or the Federal Court in serious cases. Early legal advice can often prevent a dispute from escalating into formal proceedings.
Can a PBC be placed into special administration?
Yes. ORIC has the power to appoint a special administrator to a PBC that has serious governance failures.
Special administration is a significant intervention and the consequences for the community can be significant. Good governance practice is the best way to avoid it.