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CORPORATIONS (FEES) AMENDMENT REGULATIONS 2000 (NO. 1) 2000 NO. 12EXPLANATORY STATEMENT
Statutory Rules 2000 No. 12
Issued by the authority of the Minister for Financial Services and Regulation
Corporations Act 1989
Corporations (Fees) Amendment Regulations 2000 (No. 1)
Section 22 of the Corporations Act 1989 (the Act) empowers the Governor-General to make regulations not inconsistent with the Act or the Corporations Law (the Law), prescribing matters which are required or permitted by the Law to be prescribed by regulations, or are necessary or convenient to be prescribed by regulations for carrying out or giving effect to the Law.
The purpose of the regulations is to amend the Corporations (Fees) Regulations 1990 to take account of amendments to the Law by the Corporate Law Economic Reform Program Act 1999 (the amending Act). In particular, the amending Act renumbers certain existing provisions necessitating consequential amendment of the regulations. The amending regulations do not increase the level of existing fees.
* accommodate the restructuring of the the Law and the renaming of documents (for example
the restructuring of the former Chapter 6 into Parts 6, 6A, 6B and 6C and the renaming of Part
A and C statements);
* remove existing references to documents which have been rendered obsolete by the amending
Act or other recent legislation (for example management company returns under s 1071 (1)
which have been replaced by annual returns under Chapter 2N of the Corporations Law); and
* add references to new categories of documents created as a consequence of the amending Act
(such as profile statements and offer information statements).
The responsible Ministers of the States and the Northern Territory on the Ministerial Council for Corporations have been consulted about the regulations as required by the Corporations Agreement, reached in 1990 between the State, Northern Territory and Commonwealth Ministers responsible for corporate regulation.
Details of the regulations are set out in the Attachment.
The regulations commence on 13 March 2000.
Corporations (Fees) Amendment Regulations 2000 (No. 1)
Regulation 1 Name of Regulations
Regulation 1 provides for the name of the regulations.
Regulation 2 Commencement
Regulation 2 provides that the regulations commence on 13 March 2000.
Regulation 3 Amendment of Corporations (Fees) Regulations 1990
Regulation 3 provides that the Corporations (Fees) Regulations 1990 are amended as set out in Schedule 1.
Schedule 1 Amendments
Item 1 Schedule, item 9D
The amendment repealed item 9D which prescribed a fee of $115 for lodging a management company return under subsection 1071 (1). Subsection 1071 (1) was repealed by the Managed Investments Act 1988. Managed investment schemes are now required to lodge annual returns under Chapter 2N of the Law. As a result, item 9D is no longer necessary.
Item 2 Schedule, items 10 and 10A
The amendment replaced items 10 and 10A, which prescribed fees for the lodgment of fundraising disclosure documents, to reflect changes made by the amending Act.
The fee for lodging a prospectus remains at $1,730, however the fee also applies to the lodgment of a profile statement and an offer information statement. These last two documents are additional disclosure documents which may be used under the amending Act for fundraising purposes. There continues to be no fee for lodging a supplementary or replacement disclosure document.
The fee for lodging a notice under section 1043B has been removed. The amending Act has repealed the current disclosure requirements for secondary trading in unquoted securities under section 1043B of the Law.
Item 3 Schedule, items 18, 19 and 20
The amendment replaced items 18, 19 and 20, which prescribed fees for the lodgment of takeover documents, to reflect changes made by the amending Act.
The fee for lodgment of a Part A statement (to be called a bidder's statement for an off-market bid under the amending Act) remains at $1730. The fee for lodgment of a Part C statement (to be called a bidder's statement for a market bid under the amending Act) remains at $870. The fee for lodgment of a variation of a bid under section 657 (to be section 650D of the amending Act) remains at $870.
To recognise the new requirement under the amending Act for the lodgment of a supplementary bidder's or target's statement, a new item prescribing no fee for the lodgment has been inserted.
Item 4 Schedule, paragraph 22(b)
Paragraph 22(b) prescribed a fee for lodging an application for an ASIC exemption or modification under sections 601QA, 728, 730 or 1084. ASIC's exemption and modification powers which were contained in sections 728, 730 and 1084 of the Law now appear in sections 260MA, 655A, 669, 673 and 741 of the Law as a result of changes made by the amending Act. The amendment to paragraph 22(b) reflects these changes.
Item 5 Schedule, paragraph 23(b)
The amendment reflects the amending Act having reorganised the structure of the takeover provisions. Previously, the takeover rules were contained in Chapter 6 of the Law. The amending Act placed the takeover provisions in Chapters 6, 6A, 6B and 6C of the Law.
Item 6 Schedule, paragraph 25(b)
The amendment reflects the amending Act having moved the fundraising and debenture provisions out of Chapter 7 of the Law (in particular Part 7.12) and into new Chapters 2L and 6D of the Law.
Item 7 Schedule, paragraph 34(h)
The amendment corrects a cross-referencing error in the current paragraph. The reference to regulation 10. 1.07 has been changed to regulation 10.1.06.
Item 8 Schedule, item 39
The amendment reflects the amending Act having moved the fundraising and debenture provisions out of Chapter 7 of the Law and into new Chapters 2L and 6D of the Law.