Commonwealth Numbered Regulations - Explanatory Statements

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Issued by the Authority of the Treasurer

Corporations Act 1989

Corporations Regulations (Amendment)

Section 73 of the Corporations Act 1989 (the Act) empowers the Governor-General to make regulations, not inconsistent with the Act, which prescribe matters which are required by the Corporations Act to be prescribed by regulations, or necessary or convenient to be prescribed by regulations for carrying out or giving effect to the Corporations Act.

Section 36B(1) of the Securities Industry Act 1980 (a Co-operative Scheme Act) provides that the Australian Stock Exchange is incorporated in the Australian Capital Territory.

The purpose of the regulations is to amend the operation of section 36B(1) to permit the Australian Stock Exchange to transfer its place of incorporation pursuant to section 147 of the Corporations Law (that is, in the same way as other companies).

While most of the Co-operative Scheme legislation has been superseded by the national companies and securities scheme legislation, section 36B(1) (and the rest of Part RA of the Securities Industry Act 1980) continues to have residual effect by virtue of section 81 of the Corporations Act. However section 79 of the Corporations Act permits regulations to be made under section 73 of the Act which have the effect of modifying the operation of specified provisions of a Co-operative Scheme Act.

The national companies and securities scheme, which superseded the cooperative scheme, commenced operation on 1 January 1991. The relevant Commonwealth legislation is the Corporations Act 1989 and the Australian Securities Commission Act 1989 . The Corporations Act 1989 includes the Corporations Law which is applied in the States and Northern Territory by 'application of laws' legislation in each jurisdiction.

The national companies and securities scheme ensures that the one Corporations Law is applied across Australia with a single regulator, the Australian Securities Commission, which answers to the responsible Commonwealth minister.

In accordance with the Heads of Agreement on Future Corporate Regulation in Australia and the draft Corporations Agreement, the Commonwealth has consulted and obtained the approval of the Ministerial Council for Corporations for the making of these regulations.

Details of the regulations are as follows.

Regulation 1 provides that the regulations are amended as set out in these regulations.

Regulation 2 inserts new regulation 1.17 which provides that, for the purposes of section 79 of the Corporations Act 1989, section 36B of the Securities Industry Act 1980 is modified as set out in Schedule 9B.

Regulation 3 inserts new Schedule 9B which modifies the operation of section 36B of the Securities Industry Act 1980. The Schedule provides that subsection 30(1) does not prevent the Australian Stock Exchange from transferring its place of incorporation in accordance with section 147 of the Corporations Law.

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