Commonwealth Numbered Regulations - Explanatory Statements

[Index] [Search] [Download] [Related Items] [Help]

CORPORATIONS AMENDMENT REGULATIONS 2000 (NO. 5) 2000 NO. 78

Statutory Rules 2000 No. 78

Issued by the Authority of the Minister for Financial Services and Regulation

Corporations Act 1989

Corporations Amendment Regulations 2000 (No. 5)

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, prescribing, among other things, matters which are required by the Corporations Law to be prescribed by regulations, or necessary or convenient to be prescribed by regulations for carrying out or giving effect to the Corporations Law.

The purpose of the Regulations is to allow corporations and registered managed investment schemes to use their Australian Business Numbers (ABNs) in place of their Corporations Law registration numbers (that is, their Australian Company Number (ACN), Australian Registered Body Number (ARBN) or Australian Registered Scheme Number (ARSN)). The ABNs being allocated to corporations and registered schemes are being derived from the existing nine-digit Corporations Law registration number by prefixing it with two additional check digits.

When the new tax system comes into operation on 1 July 2000, entities which receive an ABN will be required to quote it on invoices for the purposes of the Goods and Services Tax. Where such an entity is a corporation that is subject to the requirements of the Corporations Law, it is also required to quote its Corporations Law registration number on public documents and negotiable instruments.

To avoid the need for corporations to provide two numbers on documents, the exemption and modification powers of the Corporations Law have been used to make Regulations which provide that quotation of an ABN satisfies the requirements of the Law dealing with the quotation of Corporations Law registration numbers. The use of the ABN will be conditional on the last nine digits of the ABN being the same as the Corporations Law registration number.

The Regulations also make a minor technical amendment to omit a definition no longer required (Item 2, Schedule 1).

The responsible State and Northern Territory Ministers on the Ministerial Council for Corporations have been consulted on the Regulations, and have given their agreement as required by the Corporations Agreement reached between State, Northern Territory and Commonwealth Ministers who had responsibilities in relation to corporate regulation in June 1990.

Details of the Regulations are in the Attachment.

The Regulations commenced on gazettal.

ATTACHMENT

Regulation 1: Name of Regulations

Regulation 1 provides that the Regulations are the Corporations Amendment Regulations 2000 (No. 5).

Regulation 2: Commencement

Regulation 2 provides that the Regulations commence on gazettal.

Regulation 3: Amendment of Corporations Regulations 1990

Regulation 3 contains Schedule 1 which sets out the amendments to the Corporations Regulations 1990.

Schedule 1: Amendments

Item 1 - Subregulation 1.0.02(1), before definition of agent

This item inserts a definition of ABN (Australian Business Number) in subregulation 1.0.02(1). ABN is defined to have the meaning that it has in section 41 of the A New Tax System (Australian Business Number) Act 1999.

Item 2 - Subregulation 1.0.02(2)

This item omits subregulation 1.0.02(2), which defines 'mark' as used in the definition of 'franchise'. The definition of 'franchise' was omitted by Statutory Rules 1998 No. 186 and, as a consequence, the definition of 'mark' is no longer required.

Item 3 - Paragraph 1.0.07(f)

Regulation 1.0.07 sets out the general requirements for documents lodged with the Australian Securities and Investments Commission (ASIC).

Item 3 amends paragraph 1.0.07(0 to allow a corporation or registered managed investment scheme (registered scheme) to use its ABN on the first page of a document lodged with ASIC instead of its Corporations Law registration number (that is, its ACN, ARBN or ARSN). The use of the ABN is conditional on the last nine digits of the ABN being the same, and in the same order, as the Corporations Law registration number.

Items 4 to 6 - Subparagraphs 1.0.08(a)(i), (b)(i) and (c)(i)

Regulation 1.0.08 sets out the requirements for the form that accompanies annual reports lodged under section 319 of the Corporations Law.

Items 4 to 6 amend subparagraphs 1.0.08(a)(i), (b)(i) and (c)(i) to allow a corporation or registered scheme to use its ABN on the form lodged with ASIC instead of its Corporations Law registration number (that is, its ACN, ARBN or ARSN). The use of the ABN is conditional on the last nine digits of the ABN being the same, and in the same order, as the Corporations Law registration number.

Items 7 to 9 - Subparagraphs 1.0.09(a)(i), (b)(i) and (c)(i)

Regulation 1.0.09 sets out the requirements for the form that accompanies half-year reports lodged under section 320 of the Corporations Law.

Items 7 to 9 amend subparagraphs 1.0.09(a)(i), (b)(i) and (c)(i) to allow a corporation or registered scheme to use its ABN on the form lodged with ASIC instead of its Corporations Law registration number (that is, its ACN, ARBN or ARSN). The use of the ABN is conditional on the last nine digits of the ABN being the same, and in the same order, as the Corporations Law registration number.

Items 10 and 11 - Subparagraphs 1.0.10(a)(i) and (b)(i)

Regulation 1.0.10 specifies additional requirements for the form that is to accompany a continuous disclosure report lodged by an unlisted disclosing entity.

Items 10 and 11 amend subparagraphs 1.0.10(a)(i) and (b)(i) to allow an unlisted disclosing entity that is a corporation or registered scheme to use its ABN on the form lodged with ASIC instead of its Corporations Law registration number (that is, its ACN, ARBN or ARSN). The use of the ABN is conditional on the last nine digits of the ABN being the same, and in the same order, as the Corporations Law registration number.

Item 12 - After regulation 5C.1.02

Item 12 amends the Corporations Regulations by inserting regulation 5C.1.03 'Modification (Corporations Law s 601QB)'.

Regulation 5C.1.03 provides that section 601EC of the Corporations Law, which requires all documents lodged with ASIC by a registered scheme to display the scheme's Australian Registered Scheme Number (ARSN), does not apply to a document lodged by a scheme if the document displays the scheme's ABN. The modification to the requirements of section 601EC is conditional on the last nine digits of the ABN being the same, and in the same order, as the scheme's ARSN.

Item 13 - Schedule 7, after item 7003

Item 13 amends Schedule 7 of the Corporations Regulations by inserting item 7004 'Exemptions quotation of ACNs and ARBNs'.

Subitem 7004(1) exempts a company from the requirement to display its ACN on a public document, or negotiable instrument, of the company if..

(a)       the last nine digits of the company's ABN are the same, and in the same order, as the last nine digits of its ACN; and

(b)       'Australian Business Number' or 'ABN' is displayed with the name of the company, or with one of the references to that name, on the first page of each document or instrument.

Subitem 7004(2) exempts a registered Australian body or registered foreign body from the requirement to set out information in accordance with paragraph 601DE(1)(b) and subsection 601DE(2) of the Corporations Law. The exemption is expressed in similar terms to the company exemption in proposed subitem 7004(1).