Northern Territory Second Reading Speeches
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STATUTE LAW REVISION BILL (NO.2) 1999
(This an uncorrected proof of the daily report. It is made available under the condition that it is recognised as such.)
Mr Speaker, I move that the bill be now read a second time.
The purpose of the bill is to revise and correct the law of the Northern Territory in ways that do not reflect substantive changes in policy. This bill follows the general pattern of statute law revision bills in revising and correcting the law of the Northern Territory in minor aspects.
Most of the amendments in this bill are amendments consequential to the enactment by the Commonwealth of the Company Law Review Act 1998. That act made a number of amendments to the Corporations Law. One of those amendments was that of abolishing the requirements in certain cases with respect to companies having a memorandum and articles of association. The Corporations Law now provides all companies with basic powers and rules. Some of these standard powers and rules may be limited or varied by a document known as the constitution of the company.
The Corporations Law contains in section 1422 a transitional provision which deems a company’s memorandum and articles of association existing prior to the commencement on 1 July 1998 of the Company Law Review Act to be the constitution of the company after that commencement. This saving provision applies for Territory purposes because the Corporations Law applies as a law of the Territory.
The problem is that the Corporations Law does not deal with references in Northern Territory legislation to the memorandum and articles of association of companies. These references have proved to be difficult for persons who require to approve a company’s memorandum and articles of association for the purposes of legislation such as the Medical Act, Dental Act and Legal Practitioners (Incorporation) Act. Differing approaches have been taken. However, in the case of the Legal Practitioners (Incorporation) Act, the Chief Justice is the approving authority. In that capacity, the Chief Justice has taken the view that he cannot approve a company as a practising company because companies incorporated after 1 July 1998 cannot have a memorandum and articles of association.
Clauses 3 and 4 of this bill provide for the removal from Territory legislation of all known references to the objects and the memorandum and articles of association of companies. These words will, where appropriate, be replaced by the word ‘constitution’ or the words ‘constitutional rules’ or the word ‘power’. The effect of the amendment will be to remove doubts that currently exist as to the meaning of legislative provisions that contain references to the objects, memorandum and articles of association of companies.
Clause 5 is a saving provision designed to validate decisions that may have been made on the basis that the memorandum and articles of association of a company amount to being the constitution of a company.
The second amendment proposed to be made by this bill is that of clarifying the operation of section 9A of the Instruments Act. Section 9A was enacted in 1989 and provides that the registration of bills of sale, being mortgages of chattels, lasts for 5 years unless renewed for a further period of 5 years. The intention of the legislation was that of ensuring that the bills of sale registry would cease to be cluttered with obsolete bills of sale. It was always intended that the creditor would be able to extend the operation of a particular bill of sale for successive 5-year periods.
However, it appears that section 9A has been written in such a way that it is uncertain as to whether there can be a renewal on more than one occasion. The purpose of clause 2 of the bill is to amend section 9A so that it is quite clear that there can be multiple renewals of the registration. I commend the bill to honourable members.
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