Commonwealth Numbered Regulations - Explanatory Statements

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CORPORATIONS REGULATIONS (AMENDMENT) 1995 NO. 345

EXPLANATORY STATEMENT

STATUTORY RULES 1995 No. 345

Issued by the Authority of the Attorney-General

Corporations Act 1989

Corporations Regulations (Amendment)

Section 22 of the Corporations Act 1989 empowers the Governor-General to make regulations not inconsistent with it 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 regulation for carrying out or giving effect to the Law.

The purpose of the amendments to the Corporations Regulations is to facilitate the operation of the provisions of the First Corporate Law Simplification Act 1995 (the Act). The Act is the first in a proposed series of Acts which will simplify the Corporations Law so that users of the Law may act on their rights and carry out their responsibilities under the Law.

The Act simplifies the rules in the Law concerning share buy-backs, proprietary companies and company registers.

Share buy-backs

The rules on share buy-backs deal with the circumstances in which companies may buy back their shares from their shareholders. This is a common practice in some other countries and is commonly used when a company has capital which is excess to its needs or when a shareholder wishes to exit a company and the other shareholders wish to use the company's resources to finance the transaction, rather than purchase the shares themselves. The Act facilitates share buy-backs as a practical capital management tool for companies.

Proprietary companies

The main changes concerning proprietary companies permit sole director and sole member companies and reduce the financial reporting obligations of small proprietary companies. The Act introduces a distinction between small and large proprietary companies for the purposes of financial reporting. Small proprietary companies will not usually be required to prepare accounts or lodge financial information with the Australian Securities Commission. Large proprietary companies will generally be required to prepare accounts and have them audited and lodged with the Australian Securities Commission. This reduces the regulatory burden imposed by the Law on small companies, and ensures that large companies adopt appropriate accounting practices.

The Act also introduces a comprehensive guide for the owners of small proprietary companies. The guide is designed to provide answers to basic questions about the Law, and includes signposts to the provisions in the Law which deal particular issues in more detail.

Company registers

The Act removes 5 company registers containing information which is either no longer necessary or is available from other sources.

The amendments to the Corporations Regulations make technical changes to the Regulations. For example, references to the office of principal executive officer and to exempt proprietary companies are deleted, because the First Corporate Law Simplification Act 1995 omits from the Law references to these concepts. These changes are the reason for many of the amendments to the forms. The Regulations also introduce 5 new forms for use in complying with new procedures under the Law, for example in conducting a share buy-back.

Regulations dealing with the registers of directors, secretaries and principal executive officers, directors' shareholdings, share buy-backs, notices of beneficial ownership and substantial shareholdings are deleted, as these registers also no longer exist in the Law. The amendments also make a number of other technical changes consequential upon the First Corporate Law Simplification Act 1995, such as allowing 1 director of a proprietary company to do certain things which previously could only be done by 2 directors.

Details of the proposed amendments to the Corporations Regulations are at Attachment A.

As required under clause 506(2) of the draft Corporations Agreement between the Commonwealth, States and Northern Territory, the Attorney-General has sought and obtained the approval of the State and Territory Attorneys-General on the proposed amendments to the Corporations Regulations.

The Regulations in support of the First Corporate Law Simplification Act 1995 commence on Saturday 9 December 1995.

ATTACHMENT A

DETAILS OF CORPORATIONS REGULATIONS (AMENDMENT)

Regulation 1

Commencement

1.       Subregulation 1.1 provides that the amendments to the Corporations Regulations dealing with the lodgment of the annual returns and accounts of some companies come into effect on 3 February 1996. Under subsection 335(2) of the Corporations Law, the Australian Securities Commission (ASC) may send out partly completed annual returns to companies. A company is then able to complete the pre-printed form and return it to the ASC. As most proprietary companies are required to lodge their annual returns by 31 January each year, the ASC sends out the pre-printed forms during July October each year. The forms which most companies must lodge by 31 January 1996 have already been dispatched.

2.       A number of the changes to the Corporations Law made by the First Corporate Law Simplification Act 1995 make it necessary to make consequential amendments to the contents of the annual return. However, because the ASC has already distributed pre-printed annual return forms for lodgment by 31 January 1996, a number of the changes made to the Corporations Regulations by these amendments will not commence until 3 February 1996. This is intended to allow companies which have received a pre-printed annual return in 1995 to use that form to satisfy their lodgment obligations for 31 January 1996.

3.       Subregulation 1.2 provides that the remainder of the amendments to the Corporations Regulations will come into effect on 9 December 1995.

Regulation 2

Amendment

4.        Subregulation 2.1 provides that the Corporations Regulations are amended as set out in these Regulations.

Regulation 3

Amendment to Regulation 1.08 (Manner of signing documents to be lodged)

5.       Subregulation 3.1 omits the reference to the office of principal executive officer in paragraph 1.08(1)(a). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

6.        Subregulation 3.2 amends subparagraph 1.08(1)(b)(ii). This amendment removes another reference to the office of principal executive officer. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

7.       Subregulation 3.2 also adds paragraph (c) to Regulation 1.08(1). This amendment is necessary because of new section 224A of the Law. This section has effect where the sole member/director of a proprietary company dies, becomes bankrupt or becomes mentally incapacitated. The section enables the personal representative or trustee of that person to act on their behalf. The amendment to the Regulation enables the representative or trustee to sign company documents lodged by the company with the ASC.

Regulation 4

Amendment to Regulation 1.11 (Affidavits and statements in writing)

8.       Subregulation 4.1 omits a reference to the office of principal executive officer. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

Regulation 5

Amendment to Regulation 1.12 (Certification of a document)

9.       Subregulation 5.1 omits several references to the office of principal executive officer. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

Regulation 6

Amendment to Regulation 2.4.01 (Securities exchange: definition)

10. Subregulation 6.1 omits Regulation 2.4.01 which defines the term 'securities exchange' for the purposes sections 206BB and 215 of the Corporations Law. Both of these sections are repealed by the First Corporate Law Simplification Act 1995. Consequently, Regulation 2.4.01 is also repealed.

Regulation 7

Addition to Chapter 2 (Constitution of companies)

11. Subregulation 7.1 adds Regulation 2.5.01 to the Corporations Regulations. This Regulation is necessary for the purposes of Part 2.5 of the Law, which deals with company registers. This Part comprises sections 216A - 216K and is inserted by the First Corporate Law Simplification Act 1995. Regulation 2.5.01 defines the term 'securities exchange' for the purposes of section 216C(3) of the Corporations Law. This section deals with the register of options maintained by companies.

12. The definition of the term 'securities exchange' added to the Corporations Regulations by Subregulation 7.1 for the purpose of the register of options maintained under subsection 216C(3) is different from the definition used in subregulation 2.4.01 for the purposes of sections 206BB and 215 of the Law. The new definition no longer refers to the Australian Stock Exchange (Adelaide) Limited, the Australian Stock Exchange (Brisbane) Limited, the Australian Stock Exchange (Hobart) Limited, the Australian Stock Exchange (Melbourne) Limited, the Australian Stock Exchange (Perth) Limited, or the Australian Stock Exchange (Sydney) Limited. The is because the Australian stock exchange is now conducted as a single nationwide exchange. The state subsidiaries of the Australian Stock Exchange Limited now play little or no role in the management of the Australian stock exchange. Accordingly, references to these subsidiaries are no longer required in the Corporations Regulations.

Regulation 8

Amendment to Regulation 3.2.01 (Consent to act as director)

13. Subregulation 8.1 omits existing Regulation 3.2.01 from the Corporations Regulations. This Regulation is no longer required as the Law will no longer require a company to lodge the consent of its directors to act as director.

Regulation 9

New regulation 3.2.07 (securities exchange: definition)

14. Subregulation 9.1 inserts a new Regulation. This new Regulation provides a definition of 'securities exchange' for subsection 235(1) of the Corporations Law, to be inserted by the First Corporate Law Simplification Act 1995. This new subsection will require directors of listed companies to notify the relevant securities exchange of their shareholdings in the company.

Regulation 10

Amendment to Regulation 3.6.03 (Prescribed stock exchanges for the purpose of subclause 17(3) of Schedule 5)

15. Subregulation 10.1 amends Regulation 3.6.03 to take account of the changes to the Australian Stock Exchange Limited outlined above in relation to Subregulation 7.1. The subregulation omits references to the State subsidiaries of the Australian Stock Exchange Limited from the definition of the term 'stock exchange' used for the purposes of subclause 17(3) of Schedule 5 to the Corporations Regulations, which deals with accounting disclosures.

Regulation 11

Amendment to Regulation 3.8.01 (Annual return)

16. Regulation 11 makes a number of amendments to existing Regulation 3.8.01. That Regulation sets out the contents of a company's annual return.

17. The annual return provides basic information to the ASC and therefore to the public about a company.

18. Subregulation 11.1 amends the opening words of the regulation to take account of the insertion of subsection (1A) into section 335 of the Corporations Law by the First Corporate Law Simplification Act 1995. This new subsection includes the annual return obligation for proprietary companies.

19. Subregulation 11.2 omits the word 'financial' from paragraph 3.8.01(c). The requirement to lodge information under paragraph (c) of Regulation 3.8.01 now reads 'the year to which the return relates' rather than 'the financial year to which the return relates'. Under amendments made by the First Corporate Law Simplification Act 1995, the annual return for proprietary companies will relate only to calendar years. In particular, proprietary companies will be required to lodge an annual return for each calendar year by 31 January of the following calendar year. The annual return which proprietary companies are due to lodge by 31 January 1996 will therefore relate to the 1995 calendar year.

20. Subregulation 11.3 amends paragraphs (d), (e) and (f) of Regulation 3.8.01.

Subregulation 11.3 inserts the words 'if the company is a public company and' into these paragraphs. The reason for this is that each of these 3 paragraphs deals with the annual general meeting of a company. Under the First Corporate Law Simplification Act 1995 only public companies are required to hold an annual general meeting, and proprietary companies will no longer be required to hold them. Accordingly, the annual return will no longer need to refer to the annual general meeting of a proprietary company. The amendment limits the application of these paragraphs to public companies.

21. Subregulation 11.4 amends paragraph (h) of Regulation 3.8.01. The effect of this amendment is remove from the annual return the question concerning whether a company is an exempt or non-exempt proprietary company. This amendment is necessary because the First Corporate Law Simplification Act 1995 will repeal the distinction between exempt and non-exempt proprietary companies.

22. Subregulation 11.5 amends paragraph (i) of Regulation 3.8.01. The amendment omits the word 'financial' from the paragraph. This change is being made for the reasons discussed above in relation to subregulation 11.2.

23. Subregulation 11.6 amends paragraph 3.8.01(1) by omitting the words 'principal register' from the paragraph and substituting the words 'register of members'. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law the distinction between principal and branch registers for registers kept in Australia. There will only be one domestic register of members which is relevant for the purposes of the annual return. Companies which need to keep overseas branch registers will still be able to do so.

24. Subregulation 11.7 amends paragraph 3.8.01(o) by omitting the words 'principal business office' wherever occurring and substituting the words 'principal place of business'. The amendment reflects the terminology used in the Corporations Law, which refers to 'principal place of business', rather than 'principal business office'.

25. Subregulation 11.8 amends the details of company officers which are required to be included in the annual return. The return no longer requires details of the principal executive officer as this office will be abolished under the First Corporate Law

Simplification Act 1995. The amendment also updates the reference to surnames and given names in paragraph 3.8.01 (p) and replaces them with words 'present given and family name'. The amendment also omits unnecessary words from the regulation concerning details of residential addresses and requires only that the usual residential address be shown. If a person is permitted by subsection 242(5) to use an alternative address, they will be able to lodge that alternative address under this paragraph.

26. Subregulation 11.9 omits the reference in paragraph 3.8.01(q) to a financial year. This change reflects the change discussed in relation to subregulation 11.2 above.

27. Subregulation 11.10 omits paragraphs 3.8.01(r), (s) and (t). These paragraphs require the lodgment of key financial data in relation to a company. As the First Corporate Law Simplification Act 1995 removes the requirement for most proprietary companies to prepare accounts, it will not be practicable to require them to lodge key financial data.

28. Subregulation 11.11 amends subparagraph 3.8.01 (y)(ii). The amendment made by this subregulation is the same as the amendment made by subregulation 11.6 discussed above.

29. Subregulation 11.12 amends paragraph 3.8.01(za). The amendment reflects 2 changes made by the First Corporate Law Simplification Act 1995. The first is that a reference to 'exempt proprietary companies' is omitted. The second is that a proprietary company will be able to be formed with only 1 director. Therefore it will not always be possible to have 2 directors of a company certify the report, as is currently required. The amendment therefore allows the report to be certified by 1 director.

30. Subregulation 11.13 makes 2 amendments to paragraph 3.8.01(zb). The first is to remove a reference to the office of principal executive officer. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer. The second is to delete a reference to the lodgment of key financial data. This is necessary because subregulation 11.10 will omit paragraphs 3.8.01 (r); (s) and (t) which require the lodgment of key financial data.

3 1. Subregulation 11.14 amends paragraph 3.8.01 (zc). The amendment omits a reference to the office of principal executive officer. This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

32. Subregulation 11.15 omits a reference to the office of principal executive officer from subparagraph 3.8.01(zd)(iii). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer. The subregulation also redrafts and clarifies the subparagraph.

33. Subregulation 11.16 amends subparagraph 3.8.01 (zd)(iv). The amendment recognises that a company may never have had an auditor by inserting the words 'if any' after the requirement to lodge details of former auditors.

34. Subregulation 11.17 omits a reference to the office of principal executive officer from subparagraph 3.8.01(zd)(v). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

35. Subregulation 11.18 preserves the definition of an 'exempt proprietary company' for the purposes of lodging the 1995 annual return (required to be lodged by 31 January 1996). The First Corporate Law Simplification Act 1995 removes the concept of an exempt proprietary company from the Corporations Law. However, the preprinted annual return forms sent out by the ASC for 1995 (discussed in paragraphs 1 and 2 above) contained the expression 'exempt proprietary company'. This was done because the First Corporate Law Simplification Act 1995 had not commenced when the ASC sent out pre-printed annual return forms.

36. Subregulation 11.18 inserts subregulation 3.8.01(2), which explains the use of the term 'exempt proprietary company'. The subregulation will enable the 1995 annual return of proprietary companies to be completed.

37. Subregulation 11.19 complements subregulation 11.18. Subregulation 11.19 automatically repeals subregulation 3.8.01(2) on 3 February 1996. After this date the obligation to lodge 1995 annual returns containing the expression 'exempt proprietary company' will have accrued and there will be no further need for the Corporations Regulations to retain the concept.

Regulation 12

Amendment to Regulation 3.8.02 (Documents that are to accompany an annual return)

38. The amendments to Regulation 3.8.02 deal with the lodgment of accounts accompanying annual returns. The First Corporate Law Simplification Act 1995 breaks the nexus between the lodgment of financial information and the annual return for proprietary companies. The First Corporate Law Simplification Act 1995 establishes a new regime for the lodgment of financial information by proprietary companies. Public companies, other than disclosing entities, will continue to lodge their accounts with their annual returns.

39. Upon commencement of the Act, the distinction between exempt and nonexempt proprietary companies are abolished. New criteria which distinguish between proprietary companies on the basis of size are introduced.

40. Subregulation 12.1 omits paragraph 3.8.02(1)(a) from the Corporations Regulations and replaces it with a new paragraph. The new paragraph applies to the lodgment requirements for public companies, except disclosing entities, which are lodging accounts with their annual returns. The paragraph will not apply to proprietary companies. Subregulation 12.1 will not change the lodgment requirements for public companies that are not disclosing entities.

41. Subregulation 12.2 inserts a transitional provision, paragraph 3.8.02(1)(c), concerning the lodgment of accounts by non-exempt proprietary companies for the last financial year ending before the commencement of the First Corporate Law Simplification Act 1995. For most companies, this will be the 1994-1995 financial year. These companies will be required to lodge accounts with the annual return which must be lodged by 31 January 1996.

42. Subregulations 12.3 and 12.4 repeal the transitional requirement in paragraph 3.8.02(1)(c) for proprietary companies to lodge accounts with their annual return.

43. Subregulation 12.3 reinstates paragraph 3.8.02(1)(b) as the closing paragraph of Regulation 3.8.02 as from 3 February 1996.

44. Subregulation 12.4 repeals paragraph 3.8.02(1)(c) as from 3 February 1996.

45. Subregulation 12.5 inserts subregulations 3.8.02(3) and (4). Subregulation 3.8.02(3) limits the application of paragraph 3.8.02(1)(c) to the annual return lodged for the 1995 calendar year.

46. Subregulation 3.8.02(4) preserves the definition of 'exempt proprietary company' for the purpose of the lodgment of accounts by non-exempt proprietary companies for the last financial year ending before the commencement of the First Corporate Law Simplification Act 1995.

47. Subregulation 12.6 repeals subregulations 3.8.02(3) and (4) on 3 February 1996. This is necessary because after 31 January 1996 there will be no further obligation for any proprietary company to lodge its accounts with its annual return.

Regulation 13

Amendment to Regulation 3.8.03 (Annexures and amendments)

48. Subregulation 13.1 clarifies the authentication requirements for documents lodged by public companies with their annual returns. The subregulation omits references to annual general meetings and limits the certification obligation in Regulation 3.8.03 to accounts lodged by public companies.

49. Subregulation 13.2 omits a reference to the office of principal executive officer from subregulation 3.8.03(2). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

Regulation 14

Amendment to Regulation 4.1.02 (Manner of certifying constituent document)

50. Subregulation 14.1 omits a reference to the office of principal executive officer contained in paragraph 4.1.02(g). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

Regulation 15

Amendment to Regulation 4.1.05 (Balance-sheets and other documents)

51. Subregulation 15.1 omits a reference to the office of principal executive officer from paragraph 4.1.050). This is because the First Corporate Law Simplification Act 1995 removes from the Corporations Law references to the office of principal executive officer.

Regulation 16

Amendment to Regulation 4.2.02 (Documents to accompany application for reservation of name)

52. Subregulation 16.1 deals with the consent of the relevant Minister to the use of certain names by a company. A company that wishes to reserve a name which requires the consent of a Minister must currently comply with Regulation 4.2.02. Regulation 4.2.02 is amended to take account of the fact that reservation of a name will no longer be compulsory under the First Corporate Law Simplification Act 1995.

Regulation 17

Amendment to Regulation 5.1.01 (Prescribed information to the purposes of paragraph 411(3)(b) and subparagraph 412(1)(a)(ii) of the Corporations Law)

53. Subregulation 17.1 replaces Regulation 5.1.02(2), which defines 'securities exchange' for the purposes of Schedule 8. This amendment is necessary because of changes to the operation of the Australian stock exchange discussed in relation to Regulation 7 above.

Regulation 18

Amendment to Regulation 7.13.01 (Marketable securities: subsection 1097(1) of the Corporations Law)

54. Subregulation 18.1 replaces paragraph 7.13.01(b), which refers to a 'securities exchange' for the purposes of the definition of 'marketable security' in subsection 1097(1) of the Corporations Law. This amendment is necessary because of changes to the operation of the Australian stock exchange discussed in relation to Regulation 7 above.

Regulation 19

Amendment to Regulation 7.13.02 (Securities exchange: subsection 1097(1) of the Corporations Law)

55. Subregulation 19.1 omits the definition of 'securities exchange' in Regulation 7.13.02. The current regulation relies on Schedule 10 of the Corporations Regulations to define 'securities exchange'. Schedule 10 defines 'securities exchange' by listing the various State subsidiary exchanges of the Australian Stock Exchange Limited. As discussed in relation to Regulation 7 above, this is no longer necessary. For this reason, Regulation 7.13.02 is being repealed.

Regulation 20

Amendment to Regulation 9.1.02 (Prescribed information)

56. Subregulation 20.1 omits a reference to exempt proprietary companies in subparagraph 9.1.02(a)(ii).

Regulation 21

Amendments to Schedule 1 (List of forms in Schedule 2)

57. Subregulation 21 amends Schedule 1 to the Corporations Regulations. Schedule 1 is an index of the forms contained in Schedule 2 of the Regulations. Regulation 21 contains a number of consequential amendments to the index of the forms to take account of changes to the forms made consequential on the First Corporate Law Simplification Act 1995. In some cases, the titles to forms have been changed. In other cases, new forms have been substituted for existing forms or additional forms have been introduced.

Regulation 22

Amendments to Schedule 2 (Forms)

58. Regulation 22 substitutes new forms for a number of the forms in Schedule 2 to the Corporations Regulations. The amendments are intended to improve the design of the forms or are consequential upon changes to the Corporations Law made by the First Corporate Law Simplification Act 1995, for example:

       deleting references to principal executive officers and exempt proprietary companies

       replacing references to surname with the expression family name

       replacing references to the principal business office of a company with references to the principal place of business of a company

       amending section references to relevant provisions of the Corporations Law

       deleting references to the proprietary company provisions of the Law

       recognising that a proprietary company may have only 1 director

       recognising that a proprietary company will not be required to hold a annual general meeting

       recognising that reservation of company names will be optional

       recognising that companies limited by both shares and guarantee will no longer be able to seek registration as proprietary companies

       recognising the abolition of Australian branch registers

       recognising the fact that company office holders may apply to have their residential address suppressed from public inspection on ASC registers and

       deleting references to abolished company registers.

59. Regulation 22 also inserts 5 new forms into Schedule 2.

60. Subregulation 22.16 inserts a new form 280. The new form is entitled 'Share buy-back details' and will be used for the notification of share buy-back details under the new section 206F and subsections 206D(3) and 206E(3) inserted into the Law by the First Corporate Law Simplification Act 1995.

61. Subregulation 22.17 inserts a new form 281. This form is entitled 'Notice of intention to carry out a share buy-back' and is required under the new section 206G(2) of the Corporations Law inserted by the First Corporate Law Simplification Act 1995.

62. Subregulation 22.36 inserts a new form 370. This form is entitled 'Notification by officeholder of resignation or retirement' and will be used for the notification by an office holder of resignation or retirement to the ASC. This form reflects a new power, inserted by the First Corporate Law Simplification Act 1995, for a company office holder to notify the ASC directly of their resignation or retirement, without having to rely on the company to do so. The company will still have an obligation to notify the ASC of the resignation or retirement.

63. Subregulations 22.37 and 22.38 insert new forms 378 (Application/Notice of intent to use alternative address) and 379 (Notification of residential/alternative address or change in residential/alternative address). Using these forms, a company officer will be able to have an alternative address included on the ASC database. This facility is provided under the First Corporate Law Simplification Act 1995 to enable company officers whose personal safety would be threatened by having their residential address included on a public database to suppress their residential address from that database.

64. The new form 378 is an application to use an alternative address. This form will be used where a company officer wishes to satisfy the ASC that they entitled to use an alternative address.

65. The new form 379 will be used to notify a residential address or change in residential address. A company officer who has their residential address suppressed from the ASC database will be required to inform the ASC of their current residential address. This form will be used to notify that residential address.

Regulation 23

Amendments to Schedule 4 (Prescribed amounts)

66. Subregulation 23.1 amends Schedule 4 of the Corporations Regulations. Schedule 4 sets out the fees which a company may charge a person who inspects one of its registers or who takes a copy of a company document.

67. Subregulation 23.1 omits item 1 from Schedule 4 and inserts new items 1 and 1A. Item 1 currently refers to a number of registers which will be abolished by the First Corporate Law Simplification Act 1995. The new item 1 refers to registers kept for the purposes of section 216A of the First Corporate Law Simplification Act 1995. This section deals with the registers of members, option holders and debenture holders. The new item 1 sets out the fee for inspecting these registers. New item 1A of Schedule 4 prescribes amounts payable on the inspection of registers which have not been affected by the First Corporate Law Simplification Act 1995.

68. Subregulation 23.2 omits Item 3 from Schedule 4 and insert new items 3 and 3A, Item 3 of the schedule deals with the cost of supplying copies of a company register. New item 3 deals with the supply of copies of registers or parts of registers under section 216F of the Corporations Law. This section deals with the registers of members, option holders and debenture holders. The new item 3A deals with registers kept by a company which have not been affected by the First Corporate Law Simplification Act 1995.

Regulation 24

Amendments to Schedule 5 (Requirements for financial statements under subsection 297(1) of the Corporate Law)

69. Regulation 24 amends Schedule 5 to the Corporations Regulations. Schedule 5 sets out the format requirements under the Corporations Law for the accounts of all companies.

70. Subregulations 24.1 and 24.2 omit references to exempt proprietary companies in subclause 8 of Schedule 5.

71. Subregulation 24.3 also omits a reference to exempt proprietary companies in paragraph 30(1)(b) of Schedule 5.

Regulation 25

Amendment to Schedule 8 (External administration schemes of arrangement under Part 5.1 of the Corporations Law)

72. Subregulation 25.1 omits a reference to the office of principal executive officer in paragraph 3(b) of Schedule 8. It also substitutes for a reference to 'group accounts' the expression 'consolidated accounts', to reflect a change in terminology in the Corporations Law.

Regulation 26

Amendments to Schedule 10 (Prescribed securities exchanges)

73. Subregulation 26.1 omits Schedule 10 to the Corporations Regulations. This schedule defines the term 'securities exchange' for the purpose of Regulation 7.13.02. As Regulation 7.13.02 is repealed by Regulation 19 of these regulations, Schedule 10 is no longer required.

Regulation 27

Amendments to Schedule 12 (Chapter 9 - Miscellaneous)

74. Regulation 27 amends Schedule 12 to the Corporations Regulations. Schedule 12 sets out the provisions of the Corporations Law which are subject to the penalty notice regime administered by ASC. The amendments to Schedule 12 omit a number of items from the penalty notice regime concerning provisions which have been repealed by the First Corporate Law Simplification Act 1995.

75. Subregulation 27.6 inserts item 13A into Schedule 12. Item 13 of Schedule 12 currently applies the penalty notice provisions to annual returns lodged by both public and proprietary companies under subsection 335(1). The First Corporate Law Simplification Act 1995 will confine subsection 335(1) to annual returns lodged by public companies and introduce a new subsection 335(1A) concerning annual returns lodged by proprietary companies. New Item 13A of Schedule 12 will apply the penalty notice provisions to the failure of a proprietary company to lodge its annual return under new subsection 335(1A).


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