Commonwealth Numbered Regulations - Explanatory Statements

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CORPORATIONS REGULATIONS (AMENDMENT) 1994 NO. 108

EXPLANATORY STATEMENT

STATUTORY RULES 1994 No. 108

Issued by the authority of the Attorney-General

Corporations Act 1989

CORPORATIONS REGULATIONS (AMENDMENT)

The Corporations Regulations (Amendment) contains amendments to the Corporations Regulations ('the Regulations') to control the registration of company names that contain certain words and phrases suggesting a connection with the 2000 Sydney Olympic or Paralympic Games.

Under subsection 367(2) of the Corporations Law, a name is available to a body corporate unless it has already been reserved or registered in respect of another body corporate, or is included on the national business names register in respect of a person other than the body corporate, or is declared by the Corporations Regulations to be unacceptable. Subsection 367(4) of the Corporations Law empowers the Minister to consent to the use of a name that would otherwise be unavailable to a body corporate.

Under Part 4.2 of the Corporations Regulations, proposed company names including specific words or phrases are declared to be unacceptable (for example, company names containing words such as 'Commonwealth', 'University' and 'Trust', and names suggesting a connection with the Government or a member of the Royal family).

The regulations have the effect that a proposed company name would be declared by the Corporations Regulations to be unacceptable for registration and would require Ministerial consent under subsection 367(4) of the Corporations Law, if it contains:

(a)       specific combinations of words and phrases which are per se suggestive of a connection with either the 2000 Sydney Olympics or Paralympics, or

(b)       the word 'Olympic', Olympics', 'Olympiad', 'Olympian', 'Paralympic', 'Paralympics' or 'Paralypian', and in the context in which it is proposed to be used, the word suggests a connection with either the 2000 Olympics or Paralympics, if that connection does not exist.

Applicants seeking to reserve or register names containing words in subparagraph (b) above would be able to assist their application by providing with it written certification from the Sydney Olympic or Paralympic Organising Committee that there is a connection between the body corporate and the relevant Games.

In accordance with the Heads of Agreement and the draft Corporations Agreement between Commonwealth, State and-Territory Ministers having responsibilities in relation to corporate regulation, the Attorney-General has consulted with State and Territory Ministers who are the other members of the Ministerial Council for Corporations. The Ministerial Council for Corporations has approved the amendments.

These amendments commenced on Gazettal.

Details of the amending regulations are set out in the Attachment.

ATTACHMENT

Regulation 1

Amendment

1.       Regulation 1.1 provides that the Corporations Regulations will be amended as set out in these regulations.

Regulation 2

New Regulation 4.2.01 (1A)

2.       New regulation 4.2.01(1A), to be inserted by regulation 2.1, defines the meaning of 'Games authority' for the purposes of new subregulation 4.2.01(4). 'Games authority' would mean either the Sydney Organising Committee for the Olympic Games, where a proposed name suggested a connection with the 2000 Sydney Olympic Games, or the Sydney Paralympic Organising Committee, where a proposed name suggested a connection with the 2000 Sydney Paralympic Games. The body corporate to be known as the Sydney Paralympic Organising Committee has not yet been formed. Until such time as that body corporate is formed, the New South Wales Premier's Department would be the Games authority providing certification that there is a relevant connection between a body corporate and the 2001 Paralympic Games.

New Regulation 4.2.01(1B)

3.       Subregulations 4.2.01(1B) (a) to (1) identify combinations of words and phrases which are per se suggestive of a connection with the 2000 Olympics or Paralympics and which would therefore automatically require the consent of the Minister under subsection 367(4) of the Corporations Law. The types of names falling within this category are those names containing:

(a)       a word or an abbreviation of a word in an item in either Column 1 or Column 2 of new Schedule 6A in proposed regulation 3.1, as well as one or more words or abbreviations of words contained in Column 3 of the schedule (eg 'Olympic Games Promotions Pty Ltd' and 'The 2000 Olympics Cleaning Company Pty Ltd'); or

(b)       the word '24th', 'Twenty-Fourth' or 'XXIVth' and the word 'Olympic' or 'Olympics' or 'Games' (eg '24th Olympic Games Clothing Syndicate Pty Ltd'); or

(c)       the word '27th', 'Twenty-Seventh' or 'XXVIIth' and the word 'Olympiad' (eg 'TwentySeventh Oympiad Accommodation Solutions Pty Ltd'); or

(d)       the phrase 'Share the Spirit' (eg 'Share the Spirit Sports Australia Pty Ltd'); or

(e)       the word 'Sydney' and the number '2000' or the words 'Two Thousand' (eg 'Sydney 2000 Transport Services Pty Ltd'), or

(f)       the word 'Gold' and the number '2000' or the words 'Two Thousand' (eg. 'Gold 2000 Souvenirs Pty Ltd'); or

In accordance with the Heads of Agreement and the draft Corporations Agreement between Commonwealth, State and Territory Ministers having responsibilities in relation to corporate regulation, the Attorney-General has consulted with State and Territory Ministers who are the other members of the Ministerial Council for Corporations. The Ministerial Council for Corporations has approved the amendments.

These amendments commenced on Gazettal.

Details of the amending regulations are set out in the Attachment.


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