Commonwealth Numbered Regulations - Explanatory Statements

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Statutory Rules 1994 No. 422

Issued by the Authority of the Attorney-General

Corporations Act 1989

Corporations (Fees) Regulations (Amendment)

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 of the Capital Territory (the Law) prescribing matters required or permitted by the Law to be prescribed by regulations or necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Law.

Section 25 of the Act provides that the regulations may prescribe fees (including fees that are taxes) for chargeable matters. Chargeable matters are defined in section 9 of the Law as:

(a)       the lodgment, registration or submission for examination of documents under the Law;

(b)       the inspection or search of registers kept by, or documents in the custody of, the Australian Securities Commission (the Commission), the production by the Commission under a subpoena of such registers or documents, and the issuing of documents or copies of documents by the Commission; and

(c)       the making of inquiries of, or applications to, the Minister or the Commission in relation to a matter arising under the Law and the granting of licences, consents or approvals, or the doing of any other act under the Law, by the Minister or the Commission.

Subsection 26(2) of the Act provides that, where a fee is prescribed as a stated amount, that amount is not to exceed $5,000, while subsection 26(3) of the Act provides that two or more fees may be prescribed for the same chargeable matter.

Subsection 1352(1) of the Law adds the further provision that the upper limit on the aggregate amount of fees payable for a chargeable matter is $25,000.

The Regulations amend the Corporations (Fees) Regulations (the Fees Regulations) by:

(a)       prescribing fees for the approval of special stock markets for unquoted prescribed interests;

(b)       prescribing fees for the approval of amendments to the business rules for the conduct of special stock markets; and

(c)       extending the period in which a company formed for the purpose of acting solely as the trustee of a regulated superannuation fund within the meaning of section 19 of the Superannuation Industry (Supervision) Act 1993 (the SIS Act) may be incorporated for a reduced fee from 31 December 1994 to 31 March 1995.

Details of the accompanying Regulations are as follows.

Regulation 1 : Commencement

The Regulations commence on the day on which item 14 of Schedule 8 to the Corporations Legislation Amendment Act 1994 (the 1994 Act) commences. Item 14 has been proclaimed to come into operation on 1 January 1995.

Regulation 2: Amendment

This regulation provides that the Regulations amend the Corporations (Fees) Regulations.

Regulation 3: Schedule. Part 2 (Fees)

Subregulation 3.1 amends subparagraph 5(a)(i) by substituting 1 April 1995 for 1 January 1995. The effect of the amendment is to extend by three months the period in which a company formed for the purpose of acting solely as the trustee of a regulated superannuation fund within the meaning of section 19 of the SIS Act may be incorporated for a fee of $100. The amendment is in keeping with a decision of the Insurance and Superannuation Commissioner to allow the trustee of a superannuation fund with less than 5 members an additional three months until 31 March 1995 to elect whether the fund is to be regulated under the SIS Act.

Subregulation 3.2 amends paragraph 8(a) by changing the reference to the period in which concessional incorporation can be obtained under subparagraph 5(a)(i). The purpose of paragraph 8(a) is to enable the difference between the normal incorporation fee ($600 for a company limited by shares and $250 for a company limited by guarantee) and the special fee of $100 to be recovered where a company ceases to act solely as the trustee of a regulated superannuation fund.

Subregulation 3.3 inserts a new item 16A which prescribes a fee of $1,000 for lodging an application for the Minister's approval of a section 770A stock market. A section 770A stock market is a market on which unquoted prescribed interests may be traded by means of an electronic trading facility.

Subregulation 3.4 amends item 17 by adding a new paragraph (aaa). This new item prescribes a fee of $100 for giving notice of an amendment, or amendments, of the business rules of a management company that conducts a stock market on which unquoted prescribed interests are traded.

In establishing the quantum of fees for item 16A and paragraph 17(aaa), regard was had to comparable fees in Part 2 of the Schedule to the Fees Regulations. The principal objective in setting these fees is to offset costs incurred by the Australian Securities Commission in administering the provisions dealing with section 770A stock markets.

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