Corporations Regulations (Amendment) (Cth)
__________________
I, The
Governor-General of the Commonwealth of Australia, acting with the
advice of the Federal Executive Council, make the following Regulations under
the
Dated 16 November 1995.
BILL HAYDEN
Governor-General
By His Excellency’s Command,
M. LAVARch
Attorney-General
____________
1.1 Regulation 13 and subregulations 11.3, 11.4, 11.7, 11.8, 11.10, 11.12, 11.13, 11.14, 11.15, 11.16, 11.17, 11.19, 12.3, 12.4 and 12.6 commence on 3 February 1996.
1.2 The remainder of these Regulations commence on 9 December 1995.
2.1 The Corporations Regulations are amended as set out in these Regulations.
3.1 Paragraph 1.08 (1) (a):
Omit “or the principal executive officer”.
3.2 Subparagraph 1.08 (1) (b) (ii):
Omit the subparagraph, substitute:
“(ii) by the agent of the foreign company or, if the agent is a company, by a director or secretary of the agent; or
(c) if the corporation is a proprietary company to which section 224A of the Corporations Law applies and which has no director or secretary—by the personal representative or trustee referred to in that section.”.
4.1 Subregulation 1.11 (1):
Omit “by a director, a secretary or the principal executive officer”, substitute “by a director or a secretary”.
5.1 Omit “or the principal executive officer” (wherever occurring).
6.1 Omit the regulation.
7.1 Add at the end:
“
For the purposes of subsection 216C (3)
of the Corporations Law,
(a) Australian Stock Exchange Limited;
(b) The Ballarat Stock Exchange;
(c) The Bendigo Stock Exchange;
(d) The Stock Exchange of Newcastle Limited.”.
8.1 Omit the regulation.
9.1 After regulation 3.2.06, add:
For the purposes of subsection 235 (1)
of the Corporations Law,
(a) Australian Stock Exchange Limited;
(b) The Ballarat Stock Exchange;
(c) The Bendigo Stock Exchange;
(d) The Stock Exchange of Newcastle Limited.”.
10.1 Paragraphs 3.6.03 (c) to 3.6.03 (h) (inclusive):
Omit the paragraphs.
11.1 Regulation 3.8.01:
After “required under subsection 335 (1)”, insert “or (1A)”.
11.2 Paragraph 3.8.01 (c):
Omit “financial”.
11.3 Paragraphs 3.8.01 (d), (e) and (f):
After “if”, insert “the company is a public company and”.
11.4 Paragraph 3.8.01 (h):
Omit the paragraph, substitute:
“(h) whether the company is:
(i) a proprietary company; or
(ii) a listed public company; or
(iii) a non-listed public company;”.
11.5 Paragraph 3.8.01 (i):
Omit “financial”.
11.6 Paragraph 3.8.01 (l):
Omit “principal register”, substitute “register of members”.
11.7 Paragraph 3.8.01 (o):
Omit “principal business office” (wherever occurring), substitute “principal place of business”.
11.8 Paragraph 3.8.01 (p):
Omit the paragraph, substitute:
“(p) particulars of the directors and secretaries showing:
(i) present given and family name; and
(ii) usual residential address, or the alternative address (if any) that a director or secretary is entitled to use under subsection 242 (5) of the Corporations Law; and
(iii) date and place of birth; and
(iv) whether the officeholder is a director or secretary; and
(v) whether the officeholder holds shares in the company;”.
11.9 Paragraph 3.8.01 (q):
Omit the paragraph, substitute:
“(q) whether the company had an auditor during the year, and if so, the auditor’s name and the address of the auditor’s usual place of practice;”.
11.10 Paragraphs 3.8.01 (r), (s) and (t):
Omit the paragraphs.
11.11 Subparagraph 3.8.01 (y) (ii):
Omit “principal register”, substitute “register of members”.
11.12 Paragraph 3.8.01 (za):
Omit the paragraph, substitute:
“(za) if the company is a proprietary company whose auditor (if any) has made one or both of the statements in paragraph (z)—a copy of the report certified by at least 1 director of the company;”.
11.13 Paragraph 3.8.01 (zb):
Omit the paragraph, substitute:
“(zb) a declaration by a director or secretary of the company that:
(i) the information given in the annual return and in the statement of changes is complete and correct as at the date of signing; and
(ii) there are reasonable grounds to believe that the company will be able to pay its debts when they fall due (if applicable); and
(iii) the declaration is made under a resolution by the company’s board of directors to adopt the contents of the annual return;”.
11.14 Paragraph 3.8.01 (zc):
Omit “director, secretary or principal executive officer”, substitute “director or secretary”.
11.15 Subparagraph 3.8.01 (zd) (iii):
Omit the subparagraph, substitute:
“(iii) where a change has occurred in relation to a director or secretary, particulars of the following personal details of the directors or secretaries:
(A) where a change has occurred to the address of an existing director or secretary—particulars of the present given and family name and the new address, or the alternative address (if any) that a director or secretary is entitled to use under subsection 242 (5) of the Corporations Law;
(B) where a change has occurred to the given or family name of an existing director or secretary—particulars of the date and place of birth, the given and family name last notified to the ASC and the new given or family name;
(C) where a new director or secretary has been appointed—particulars of the present given and family name, all former given and family names, the date and place of birth and the address, or the alternative address (if any) that a director or secretary is entitled to use under subsection 242 (5) of the Corporations Law;”.
11.16 Subparagraph 3.8.01 (zd) (iv):
After “auditors”, insert “(if any)”.
11.17 Subparagraph 3.8.01 (zd) (v):
Omit “director, secretary or principal executive officer”, substitute “director or secretary”.
11.18 Regulation 3.8.01 (1):
Add at the end:
For the purposes of paragraphs
3.8.01 (1) (h), (r) and (za), ‘exempt proprietary company’ has the
same meaning as in these Regulations as in force immediately before the
commencement of item 1 of Schedule 4 to the
11.19 Subregulation 3.8.01 (2):
Omit the subregulation.
12.1 Paragraph 3.8.02 (1) (a):
Omit the paragraph, substitute:
“(a) in the case of public companies—a copy, certified in accordance with subregulation 3.8.03 (2), of all accounts and consolidated accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by section 316 of the Corporations Law to be laid before the annual general meeting;”.
12.2 Subregulation 3.8.02 (1):
Add at the end of the subregulation:
“; (c) in the case of proprietary companies that:
(i) were not exempt proprietary companies for the whole financial year that most recently ended before the day on which item 66 of Schedule 4 to the
First Corporate Law Simplification Act 1995 commences; or(ii) were non-exempt proprietary companies for the whole of that financial year;
a copy of every document referred to in subsection 316 (1) of the Corporations Law, certified with the words:
“I certify that this is a true copy of the original document referred to in subsection 316 (1) of the Corporations Law.”.
12.3 Paragraph 3.8.02 (1) (b):
Omit “relief;”, substitute “relief.”.
12.4 Paragraph 3.8.02 (1) (c):
Omit the paragraph.
12.5 New subregulations 3.8.02 (3) and 3.8.02 (4):
Add at the end of the regulation:
Paragraph
3.8.02 (1) (c) applies only to an annual return that must be
lodged for the calendar year in which item 66 of Schedule 4 to the
For the purposes of paragraph
3.8.02 (1) (c), ‘exempt proprietary company’ has the same meaning as
in these Regulations as in force immediately before the commencement of item 1
of Schedule 4 to the
12.6 Subregulations 3.8.02 (3) and 3.8.02 (4):
Omit the subregulations.
13.1 Subregulation 3.8.03 (2):
Omit “required to be laid before the annual general meeting and which are annexed to the annual return”, substitute “lodged by a public company under paragraph 3.8.02 (1) (a)”.
13.2 Subregulation 3.8.03 (2):
Omit “director, principal executive officer or secretary”, substitute “director or secretary”.
14.1 Paragraph 4.1.02 (g):
Omit “or the principal executive officer”.
15.1 Paragraph 4.1.05 (j):
Omit the paragraph, substitute:
“(j) the signature of a director, a secretary or the agent of the company;”.
16.1 Omit the regulation, substitute:
If:
(a) an application or notice is made or given under one of the following sections of the Corporations Law:
(i) in the case of reservation of a name—section 373, 374, 375, 376 or 377;
(ii) in the case of change of a name—section 361 or 382;
(iii) in the case of registration of a name—section 118, 133, 142, 341 or 344; and
(b) the name referred to in the application or notice contains a word or phrase specified in Column 2 of an item in Schedule 7;
the application or notice must have with it the consent in writing of the Minister specified in Column 3 of the item.”.
17.1 Subregulation 5.1.01 (2):
Omit the subregulation, substitute:
For the purposes of Schedule 8,
18.1 Paragraph 7.13.01 (b):
Omit the paragraph, substitute:
“(b) it is quoted on Australian Stock Exchange Limited.”.
19.1 Omit the regulation.
20.1 Subparagraph 9.1.02 (a) (ii):
Omit the subparagraph, substitute:
“(ii) whether it is a public company or a proprietary company;”.
21.1 Items 1AA, 1AB and 1AB:
Omit the items.
21.2 Item 2:
Omit “Paragraph 242 (7) (a)”, substitute “Subsection 242 (1)”.
21.3 Item 12:
After item 12, insert:
“12A | Subsection 206D (3) Subsection 206E (3) Section 206F | Notification of share buy-back details | 280 |
12B | Paragraph 206G (2) (b) | Notice of intention to carry out a share buy-back | 281”. |
21.4 Item 15:
Omit “Paragraph 242 (7) (a)”, substitute “Subsection 242 (1)”.
21.5 Item 16:
Omit the item.
21.6 Item 20:
Omit the item, substitute:
“20 | Subsection 242 (2) Subsection 242 (8) Subsection 242 (9) Paragraph 361 (1) (c) | Notification of change to officeholders | 304”. |
21.7 New items 20A and 20B:
Insert after Item 20:
“20A | Paragraph 242 (5) (b) | Application to use an alternative address | 378 |
20B | Subsection 242 (6) | address for persons entitled to use an alternative address | 379”. |
21.8 Item 22A:
Omit the item, substitute:
“22A | Subsection 242C (1) Subsection 242C (2) | Notification by officeholder of resignation or retirement | 370”. |
21.9 New items 29A and 29B:
After item 29, insert:
“29A | Subsection 317A (1) Subsection 323A (2) Subsection 323K (1) | Notification of half yearly accounts | 1001 |
29B | Subsection 317A (1) Subsection 323A (2) Subsection 323K (1) | Notification of yearly accounts | 1002”. |
21.10 Item 32:
Omit the item, substitute:
“32 | Subsection 335 (1) Subsection 335 (1A) | Annual return | 316”. |
21.11 Item 40:
Omit “Notice in relation to the branch register of a registered foreign company under section 351 or 352”, substitute “Notice in relation to the register of a registered foreign company under section 351”.
21.12 Item 70:
Omit “Notice of intention to deregister a defunct company”, substitute “Notice of intention to deregister a company / companies”.
21.13 Items 113 and 114:
Omit the items, substitute:
“113 | Section 791 | Annual statement by a dealer or investment adviser that is not a body corporate | 705 |
“114 | Section 791 | Annual statement by a dealer or investment adviser that is a body corporate | 706”. |
21.14 Item 123:
Omit “Notice of place or change of place at which register is kept or notice of particulars or change of particulars in register”, substitute “Notification of register of interests in securities or change of details of register”.
21.15 New item 129A:
After item 129, insert:
“129A | Subsection 1001B (1) | Disclosure notice for unlisted disclosing entity | 1003”. |
21.16 Item 134:
Omit the item, substitute:
“134 | Subsection 1157 (1) | Annual statement by a licensee or former licensee | 803”. |
21.17 Item 135:
Omit the item.
22.1 Form 105 (Cover page for office copy of a court order):
Omit the form, substitute:
22.2 Form 201 (Application for registration as a company):
Omit the form, substitute:
22.3 Form 202 (Application for registration of a non-company as a company):
Omit the form, substitute:
22.4 Form 203 (Notification of change of office hours or address of one or more corporations):
Omit the form, substitute:
22.5 Form 205 (Notification of resolution):
Omit the form, substitute:
22.6 Form 207 (Notification of allotment of shares):
Omit the form, substitute:
22.7 Form 207Z (Certification of compliance with stamp duty law):
Omit the form, substitute:
22.8 Form 208 (Notification of shares allotted other than for cash):
Omit the form, substitute:
22.9 Form 209 (Notice of redemption of redeemable preference shares):
Omit the form, substitute:
22.10 Form 210 (Statement of special rights carried by shares):
Omit the form, substitute:
22.11 Form 211 (Return showing division or conversion of shares into classes):
Omit the form, substitute:
22.12 Form 212 (Statement of payment in relation to subscription for shares):
Omit the form, substitute:
22.13 Form 213 (Application for transfer of incorporation (by a recognised company)):
Omit the form, substitute:
22.14 Form 214 (Application for certificate authorising an application for transfer of incorporation):
Omit the form, substitute:
22.15 Form 215 (Notification of initial appointment of officeholders):
Omit the form, substitute:
22.16 Form 280 (Notification of share buy-back details):
Insert the following form:
22.17 Form 281 (Notice of intention to carry out a share buy-back):
Insert the following form:
22.18 Form 300 (Consent to act as director):
Omit the form.
22.19 Form 301 (Undertaking by director to take and pay for qualification shares):
Omit the form, substitute:
22.20 Form 302 (Statement by director of registration of qualification shares):
Omit the form, substitute:
22.21 Form 303 (Statement by director of entitlement to qualification shares):
Omit the form, substitute:
22.22 Form 304 (Notification of change to officeholders):
Omit the form, substitute:
22.23 Form 305 (Notification of consenting directors):
Omit the form, substitute:
22.24 Form 307 (Statutory report):
Omit the form, substitute:
22.25 Form 308 (Notification of a minute relating to the proceedings of a subsidiary company):
Omit the form, substitute:
22.26 Form 310 (Notification of further issue of debentures in a series):
Omit the form, substitute:
22.27 Form 311 (Notification of assignment or change to details of a charge):
Omit the form, substitute:
22.28 Form 312 (Notification of discharge or release of property from a charge):
Omit the form, substitute:
22.29 Form 313 (Notice of place at which statements and records relating to accounting records outside Australia are kept):
Omit the form, substitute:
22.30 Form 315 (Notice of resignation or removal of auditor):
Omit the form, substitute:
22.31 Form 316 (Annual return of a company):
Omit the form, substitute:
22.32 Form 322 (Application for extension of time to hold the Annual General Meeting):
Omit the form, substitute:
22.33 Form 356 (Notification of retiring directors):
Omit the form.
22.34 Form 361 (Notification of address for the purpose of service of annual return):
Omit the form, substitute:
22.35 New form 370 (Notification by officeholder of resignation or retirement):
Insert the following form:
22.36 New Form 378 (Application to use an alternative address):
Insert the following form:
22.37 New Form 379 (Notification of residential address or change in residential address for persons entitled to use an alternative address):
Insert the following form:
22.38 Form 401 (Application for registration as a registrable Australian body):
Omit the form, substitute:
22.39 Form 402 (Application for registration as a foreign company):
Omit the form, substitute:
22.40 Form 403 (Verification of copy of document authorising execution, on behalf of a foreign company, of a document appointing a local agent):
Omit the form, substitute:
22.41 Form 404 (Notification of change to agent of a foreign company):
Omit the form, substitute:
22.42 Form 405 (Statement in writing verifying balance-sheet, profit and loss account etc of foreign company):
Omit the form, substitute:
22.43 Form 406 (Annual return of a foreign company):
Omit the form, substitute:
22.44 Form 407 (Notification of cessation, winding up or dissolution of a foreign company or registered Australian body):
Omit the form, substitute:
22.45 Form 408 (Notice in relation to the branch register of a registered foreign company under section 351 or 352):
Omit the form, substitute:
22.46 Form 409 (Notification of change to details of a foreign company or a registered Australian body):
Omit the form, substitute:
22.47 Form 410 (Application for reservation of a name):
Class of company:
Omit the form, substitute:
22.48 Form 504 (Notification that a person has been appointed controller / entered into possession etc.):
Omit the form, substitute:
22.49 Form 509 (Presentation of summary of affairs of a company):
Signature:
Omit the form, substitute:
22.50 Form 519 (Notification of court action relating to winding up):
Omit the form, substitute:
22.51 Form 520 (Declaration of solvency):
Omit the form, substitute:
22.52 Form 528 (Application for deregistration of a defunct company):
Omit the form, substitute:
22.53 Form 528A (Notice of intention to deregister a company):
Omit the form, substitute:
22.54 Form 602B (Notice to remaining shareholders under takeover scheme or announcement):
Direction (7) (b):
Omit “or the principal executive officer”.
22.55 Form 602C (Notice by offeror to holder of non-voting shares or renounceable option or convertible note to which offeror not entitled):
Direction (8) (b):
Omit “or the principal executive officer”.
22.56 Form 607 (Notice under subsection 718 (2) requesting the Australian Securities Commission to give a notice under Part 6.8):
Omit “/*Principal Executive Officer”.
22.57 Form 608 (Notice under subsection 718 (4) requiring statement of relevant interest):
Omit “/*Principal Executive Officer”.
22.58 Form 610 (Notice under subsection 719 (3) requiring statement of relevant interest):
Omit “/*Principal Executive Officer”.
22.59 Form 701 (Application by a *natural person/*body corporate for *a dealers licence / *an investment advisers licence / *a futures brokers licence / *a futures advisers licence):
Omit the form, substitute:
22.60 Form 702 (Notice of application for discharge of security):
Omit the form, substitute:
22.61 Form 703 (Notice of particulars of *cessation/*change in relation to the holder of a licence):
Omit the form, substitute:
22.62 Form 704 (Notice of person becoming director of, or secretary to, a body corporate):
Omit the form, substitute:
22.63 Form 705 (Annual Statement by *a dealer/an investment adviser/*a former dealer/a former investment adviser that is not a body corporate):
Omit the form, substitute:
)
22.64 Form 706 (Annual Statement by *a dealer/an investment adviser/*a former dealer/a former investment adviser that is a body corporate):
Omit the form, substitute:
22.65 Form 707 (Notice of *place/*change of place where register of holders of proper authorities is kept):
Omit the form, substitute:
22.66 Form 708 (Notice of *holding/*ceasing to hold a proper authority):
Omit the form, substitute:
22.67 Form 715 (Notice of *place/*change of place at which register of interests in securities is kept) (Particulars/*change of particulars in register):
Omit the form, substitute:
22.68 Form 717 (Notice of Appeal):
Omit “/*Principal Executive Officer”.
22.69 Form 722 (Notice appointing successor to replace trustee for holders of debentures):
Omit the form, substitute:
22.70 Form 802 (Notice of particulars of *cessation / *change in relation to the holder of a licence):
Omit the form, substitute:
22.71 Form 802A (Particulars of a change in relation to the holder of a licence due to a change of a director or the secretary):
Omit the form, substitute:
22.72 Form 803A (Annual statement by a licensee (including a former licensee) that is not a body corporate):
Omit the form, substitute:
22.73 Form 803B (Annual statement by a licensee (including a former licensee) that is a body corporate):
Omit the form.
22.74 Form 808 (Notice of Appeal):
Omit “/*Principal Executive Officer”.
22.75 Form 811 (Notice of *place/*change of place where register of holders of proper authorities is kept):
Omit the form, substitute:
22.76 Form 812 (Notice of *holding/*ceasing to hold a proper authority or *particulars of holder of proper authority to be entered in the register of holders of proper authorities):
Omit the form, substitute:
22.77 Form 909 (Notice of the office at which a register or a branch register is kept):
Omit the form, substitute:
22.78 Form 911 (Verification or certification of a document):
Omit the form, substitute:
22.79 Form 1001 (Information to accompany documents to be lodged):
Omit the form, substitute:
22.80 Form 1002 (Information to accompany documents to be lodged):
Omit the form, substitute:
22.81 Form 1003 (Information to accompany documents to lodged):
Omit the form, substitute:
23.1 Item 1:
Omit the item, substitute:
“1 | Inspection of registers for the purposes of: |
| 5.00 a reasonable amount that does not exceed the marginal cost to the company of providing an inspection |
1A | Inspection of registers for the purposes of: |
subsection 271 (3) | |
subsection 702 (3) | |
subparagraph 1047 (3) (b) (ii); | |
for each inspection | 5.00”. |
23.2 Item 3:
Omit the item, substitute:
“3 | Supply of copies for the purposes of subsection 216F (3): |
| 0.50 a reasonable amount that does not exceed the marginal cost to the company of providing a copy |
3A | Supply of copies for the purposes of: |
subsection 256 (3) | |
subsection 259 (2) | |
subsection 271 (4) | |
subsection 812 (3) | |
subsection 1047 (7) | |
paragraph 1178 (3) (a); | |
for each page, or part of a page, not exceeding international sheet size A4 of the copy supplied or, at the option of the supplier, for each 100 words or part of 100 words | 0.50”. |
24.1 Part 3, subclause 8 (1):
Omit “Subject to subclause (2), this Part applies:’, substitute “This Part applies:”.
24.2 Part 3, subclause 8 (2):
Omit the subclause.
24.3 Part 4, paragraph 30 (1) (b):
Omit “a listed corporation, a borrowing corporation, or an exempt proprietary company”, substitute “a listed corporation or a borrowing corporation”.
25.1 Part 2, paragraph 3 (b):
Omit the subparagraph, substitute:
“(b) a copy, certified by a director or by a secretary of the company to be a true copy, of all accounts, including consolidated accounts (if any), required to be lodged with the ASC by the company, together with a copy of every document required by law to be annexed to the accounts;”.
26.1 Omit the Schedule.
27.1 Item 2:
Omit the item.
27.2 Item 3:
Omit the item.
27.3 Item 9:
Omit the item.
27.4 Item 10:
Omit the item.
27.5 Item 11:
Omit the item.
27.6 Item 13:
After item 13, insert:
“13A | Subsection 335 (1A) | 125”. |
27.7 Item 22:
Omit the item.
27.8 Item 23:
Omit the item.
27.9 Item 29:
Omit the item.
____________________________________________________________
1. Notified in the
Commonwealth of Australia Gazette on 23 November 1995.2. Statutory Rules 1990 No. 455 as amended by 1991 Nos. 218, 219, 281, 341, 453, 478 and 479; Act No. 200, 1991; Statutory Rules 1992 Nos. 230, 281, 364, 395 and 450; 1993 Nos. 135, 207 and 277; 1994 Nos. 35, 108, 153, 221, 251, 302 and 430; 1995 Nos. 222 and 344.
0
0
0