Corporations Regulations (Amendment) (Cth)

 

Statutory Rules 1991 No. 4531

Corporations Regulations2 (Amendment)

I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following Regulations under the Corporations Act 1989.

Dated 12 December 1991.

BILL HAYDEN

Governor-General

By His Excellency's Command,

MICHAEL DUFFY

Attorney-General

1. Amendment

1.1 The Corporations Regulations are amended as set out in these Regulations.

[NOTE: These Regulations commence on gazettal: see Acts Interpretation Act 1901, s.48]

2. Regulation 3.8.01 (Annual return)

2.1 Sub-subparagraph 3.8.01 (z) (ii) (a):

Omit "paragraph 332 (3) (a) or (b)", substitute "section 331b".

 

2.2 Sub-subparagraph 3.8.01 (z) (ii) (b):

Omit "subsection 332 (4)", substitute "section 331e".

3. Schedule 1 (List of forms in Schedule 2)

3.1 After item 22, insert:

"22a Section 242a Notification of retiring 356".

directors

3.2 After item 26, insert:

"26a Paragraph 265(4)(b) Certification of compliance  350".

with stamp duties law

4. Schedule 2 (Forms)

4.1 Form 201:

Omit:

"if no, the occupier must sign this consent

occupier's consent I / We consent to the use of the specified address as the address of the registered office of the company

print name of occupier

occupier sign here date",

substitute:

"if no, name of occupier

occupier's consent  (Tick box to assent to statement required by subsection 100(d).)

□ The occupier of the premises has consented in writing to the use of the specified address as the address of the registered office of the company and has not withdrawn that consent.".

4.2 Form 201:

Omit:

"Does this form satisfy section 187(1) in regard to deemed allotment of subscribers

shares?

 yes □ no □".

4.3 Form. 201:

Omit "Form 000/305", substitute "Form 305".

4.4 Form 202:

Omit:

"if no, the occupier must sign this consent

occupier's consent I / We consent to the use of the specified address as the address of the registered office of the company

print name of occupier

occupier sign here date",

substitute:

"if no, name of occupier

occupier's consent (Tick box to assent to statement required by subsection 100(d).)

□ The occupier of the premises has consented in writing to the use of the specified address as the address of the registered office of the company and has not withdrawn that consent".

4.5 Form 203:

Omit:

"if no, the occupier must sign this consent

occupier's consent I / We consent to the use of the specified address as the address of the registered office of the company

print name of occupier

occupier sign here date",

substitute:

"if no, name of occupier

occupier's consent  (Tick box to assent to statement required by subsection 100(d).)

□ The occupier of the premises has consented in writing to the use of the specified address as the address of the registered office of the company and has not withdrawn that consent.".

4.6 Form 207:

Omit:

"Is this a notification of subscribers' shares following the incorporation of the

company? yes □ no □".

4.7 Form 304:

After "principal executive officer" (third occurring), insert:

"date of change (d/m/y)_______________________________________________________".

4.8 Insert after Form 306:

R356	I/A	10 July 91
registered agent number
lodging party or agent name
address
state
telephone	()
facsimile	()
DX number	suburb/city
Australian Securities Commission	form 356
Notification of	Corporations Law
retiring directors	242A
company name
A.C.N
Number of directors retiring
date of retirement (d/m/y)	/ / (retirement at the end of this day)
number of directors returning at the start of the rebrement day
(box one box)	□ one and only director of the company
□ one of 2 directors of the company
□ all of the directors of the company
□ at least half of the total number of directors of the company
Details of the retiring directors
name (surname & given name)
former name
details of birth (d/m/y)	/        / town & state country (if not Australia)
name (surname & given name)
former name
details of birth (d/m/y)	/        / town & state country (if not Australia)
name (surname & given name)
former name
details of birth (d/m/y)	/        / town & state country (if not Australia)
name (surname & given name)
former name
details of birth (d/m/y)	/        / town & state country (if not Australia)
(if insufficient special further details are enclosed in the annexure marked (  ) of  ( ) pages
Details of the transfer of control
Where all or a majority of directors retire give details of at least one of the new director or agent
where the details are known by the retiring director(s)
name (surname & given name)
residentials address
suburb/city	state postcode
telephone	()
(if sufficient space) Further details are enclosed in the annexure marked ( )  of  ( ) pages
Signature	This form must be signed by the retiring director or at least one retiring director.
First name
sign here	date / /
*Annexures must confirm to the requirements shown at the end of the form

A

26 Jan 91

Sent to	Annexures
Australian Securities Commission Morwell MailCenter Morwell VIC 3811 Or Lodge with the nearest ASC Business Center	To make any annexure conform to the regulations, you must	5 identity the annexure with a mark such as A, B, C, etc
	1 use A4 size paper of white or light postal colour	6 endorse the annexure with the words:
2 provide a margin of at least 10mm on all sides	This is annexure (mark) of (number) pages referred to in form (form number and etc)
3 number the pages consecutively	7 sign and date the form
4 print or type in dark blue or black ink, so that the document is clearly legible when photocopied	The annexure must be signed by same person(s) who signed the form.

        

4.9 Form 309:

Omit the form, substitute:

 

R309	1/2	20 Nov 91
ASC registered agent number
lodging party or agent name
address
postcode
telephone	( )
facsimile	()
DX number	suburb/city
Australian Securities Commission	form 309
Notification of	Corporations Law
details of a charge	263, 264
This form must be lodged wheres	any Australian company or registered body creates a charge as acquires property subject to a charge
(lodge within 45 days after the charge was created or the property was acquired)
or	any foreign company or registered Australian body has an existing charge as its property
and is applying for registration (lodge with appropriates registration form)
company name
A.C.N. or A.R.B.N.
Details of the charge
date charge was created (d/m/y)	/ / or data property was acquired (d/m/y) / /
How was the charge created?	□ by resolution  □ by instrument  □ by deposit  □ by other conduct specify below
type of charge	□ fixed □ floating  □ fixed and floating
If the charge is a floating charge, is the reason of subsequent charges restricted or prohibited? □ yes  □ no
briefly describe the liability
(whether present or prospective)
secured by the charge
maximum prospective liability	(if applicable, see section 282)
briefly describe
the property charged
□ details of the charges □ details of the trustee for the debenture a holders
name	(surname and given names or corporation name) If a corporation give A.C.N or A.R.B.N. also.
office, floor, building name
Street numbers & name
suburb/city
country (if not Australia)
financial benefit
Nominate any financial benefit (such as an amount or rate percent of commission, allowance or discount)
given to someone who, absolutely or conditionally, subscribes to or agrees to subscribe to, or procures or agrees to procure,
subscriptions for any debentures included in this notice.
Signature	This form must be signed by, or on behalf of, the Australian company, the registrable Australian body or the foreign company
or	by an interested person
print name of person signing
capacity or nature of interest	of person signing (Including details of the authority you have, if signing on behalf of a corporation)
if signing on behalf of a corporation, print name of corporation & A.C.N. or A.R.B.N.
sign here	date / /
* Complete and sign the verification on page 2.
page 1

   

Documents

I declare that the statements ticked below are correct (tick boxes which apply)

charge created by issue of debentures

I verify

□ the annexure marked () of () pages is a true copy of the resolution(s) passed by the corporation authorizing the issue of a series of debentures consulting the charge.

and

□ I witnessed the auction of the first debenture in the series

and

□ The annexure marked () is a true copy of the first debentures in the series

charge created by an Instrument

□ The original of the instrument(s) creating or evidencing the charge is attached

OR

I verify

□ the annexure marked () of () pages

is a true copy of the instrument(s) creating or evidencing the charge

And

□ I witnessed the execution by the charger of the instruments(s).

charge existing as the property acquired

I verify

□ the annexure marked ( ) of () pages

is a true copy of the instrument(s) creating or evidencing the charge

* Annexures must conform to the requirements shown at the end of the form

Signature

This form must be signed by, or on behalf of, the Australian company, the registrable Australian body or the foreign company

or

by an interested person

print name of person signing

capacity of natures of interest

of person signing (including details of the authority you have of signing on behalf of a corporation)

If signing on behalf of a corporation, print name of corporation A.A.C.N. or A.R.B.N.

sign here

date        / /

Compliance with stamp duty law

A duty completed certification of compliance with stamp duties law (form 350)

□ accompanies this form

□ does not accompany this form

If all the documents accompanying this form required by section 263(1) have been stamped in accordance with the law relating to stamp duty, complete and attach the form 350 ’Certificates of compliance with stamp duties law.

Provisional registration if any document accompanying this form has not been stamped as required by any law relating to stamp duty,  or if this form contains the company names and the name of the trustee or charges but not all other details.

the Commission will mark the entry in the Register as ‘provisional’ and ask you to complete the requirements.   If the requirements have not been completed by a specific time, the Commission will delete all particulars of the charge from the register.

Send to

Annexures

□

Australian Securities Commission Morwell Mail Centre Morwell VIC 3841 or the nearest ASC Business Centre

To make any annexure conform to the regulations, you must

5

identify the annexure with a mark such as A, B, C, etc

1

use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides

6

endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)

2

show the corporation name and A.C.N. or A.R.B.N.

7

sign and date the annexure The annexure must be signed by the same person(s) who signed the form

3

number the pages consecutively

4

print or type in dark blue or black

page 2

4.10 After form 310, insert:

 

R350	1/1	20 Nov 91
ASC registered agent number
lodging party or agent name
address
postcode
telephone	()
facsimile	()
DX number	suburb/city
Australian Securities Commission	form 350
Certification of	Corporations Law
compliance with stamp duties law	265 (4)(b)
corporation name
A.C.N. or A.R.B.N.
Details of the charge
date charge was created (d/m/y)	/ /
Name of charge(s) or trustee (s)
Certification
I certify that all the documents accompanying the notification of details of this charge, in accordance with section 263(1), have been duly stamped if so required by any law of the Australian Capital Territory, New South Wales , the Northern Territory, Queensland, South Australia, Tasmania, Victoria and Western Australia relating to stamp duty on any such document.
This form must be signed by, or on behalf of, the Australian company, the registrable Australian body or the foreign company
or	by an interested person
print name of person signing
capacity or nature of interest of person signing (including details of the authority you have, if signing on behalf of a corporation)
if signing on behalf of a Corporation, print name of corporation & A.C.N or A.R.B.N.
sign here	date / /

 

4.11 Form 401:

Omit:

"if no, the occupier must sign this consent

occupier's consent I / We consent to the use of the specified address as the address of the registered office of the company

print name of occupier

occupier sign here date",

substitute:

"if no, name of occupier

occupier's consent (Tick box to assent to statement required by subsection 100(d).)

□ The occupier of the premises has consented in writing to the use of the specified address as the address of the registered office of the company and has not withdrawn that consent".

4.12 Form 402:

Omit:

"if no, the occupier must sign this consent

occupier's consent I / We consent to the use of the specified address as the address of the registered office of the company

print name of occupier

occupier sign here date",

substitute:

"if no, name of occupier

occupier's consent (Tick box to assent to statement required by subsection 100(d))

□ The occupier of the premises has consented in writing to the use of the specified address as the address of the registered office of the company and has not withdrawn that consent''.

5. Schedule 5 (Requirements for financial statements under subsection 297 (1) of the Corporations Law)

5.1 Definition of "comparative financial period'':

Subparagraph (a) (ii):

Omit "holding company—the group accounts", substitute "chief entity—the consolidated accounts".

5.2 After the definition of "comparative financial period", insert:

"'controlled entity' means an entity that is under the control of a chief entity;".

5.3 Definition of "current assets":

Paragraph (b):

Omit the paragraph, substitute:

"(b) an economic entity—cash or other assets of each entity that would, in the entity's ordinary course of business, be consumed or converted into cash within 12 months after the end of the entity's last financial period;".

5.4 Definition of "current liabilities":

Paragraph (b):

Omit the paragraph, substitute:

"(b) an economic entity—liabilities of each entity that would, in the ordinary course of the entity's business, be due and payable within 12 months after the end of the entity's last financial period;".

5. 5 Definition of "director's valuation":

Omit "corporation", substitute "company or a controlled entity".

5. 6 Definition of "financial period":

Omit "holding company" (wherever occurring), substitute "chief entity".

5.7 Definition of "financial period":

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.8 Definition of "financial period":

Subparagraph (c) (i):

Omit "any one or more corporations in the group", substitute "a controlled entity".

5.9 Definition of "financial period":

Subparagraph (c) (ii):

Omit "each other corporation in the group", substitute "each controlled entity".

5.10 Definition of "independent valuation":

After "company", insert "or a controlled entity".

5.11 Definition of "the accounts":

Omit "group accounts", substitute "consolidated accounts".

5.12 Definition of "the accounts":

Omit "holding company", substitute "chief entity".

5.13 Definition of "the profit or loss":

Paragraph (b):

Omit "a group", substitute "an economic entity".

5.14 Definition of "the profit or loss":

Paragraph (b):

Omit "holding company of the group", substitute "chief entity".

5.15 Paragraph 1 (2) (b):

Omit "group" (wherever occurring), substitute "economic entity".

5.16 Paragraph 1 (2) (c):

Omit the paragraph, substitute:

"(c) a reference to the assets, liabilities, share capital or reserves of an economic entity or to the provisions made by the economic entity is a reference to the assets, liabilities, share capital or reserves of each entity in the economic entity or to the provisions made by each entity respectively; and".

5.17 Subclause 1 (3):

Omit the subclause, substitute:

"(3) In this Schedule, unless the contrary intention appears, the following entities are related entities:

(a) if an entity is the chief entity of another entity—the entity and the other entity;

(b) if an entity is under the control of a chief entity—the entity and the chief entity;

(c) if an entity is under the control of the chief entity of another entity:

(i) the entity and the chief entity; and

(ii) the entity and the last-mentioned entity.".

5.18 Subclause 1 (4):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.19 Subclause 2 (1):

Omit "group accounts", substitute "consolidated accounts".

5.20 Paragraph 2 (2) (b):

Omit "holding company of a group", substitute "chief entity".

5.21 Paragraph 2 (2) (b):

Omit "by the group", substitute "by the economic entity".

5.22 Subclause 2 (2):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.23 Subclause 2 (2):

Omit "or the group", substitute "or the economic entity".

5.24 Subclause 2 (3):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.25 Heading to clause 3:

Omit "group accounts", substitute "consolidated accounts".

5.26 Subclause 3 (1):

Omit "group accounts", substitute "consolidated accounts".

5.27 Subclause 3 (2):

Omit "group accounts", substitute "consolidated accounts".

5.28 Subclause 3 (3):

Omit "group accounts", substitute "consolidated accounts".

5.29 Subclause 3 (3):

Omit "holding company", substitute "chief entity".

5.30 Subclause 3 (4):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.31 Subclause 3 (5):

Omit "a company or group", substitute "a company or an economic entity".

5.32 Subclause 3 (5):

Omit "group accounts", substitute "consolidated accounts".

5.33 Subclause 3 (6):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.34 Subclause 4 (1):

Omit "group accounts", substitute "consolidated accounts".

5.35 Subclause 4 (2):

Omit "group accounts", substitute "consolidated accounts".

5.36 Clause 5:

Omit the clause.

5.37 Subclause 6 (1):

Omit "Minority interests", substitute "Outside equity interests".

5.38 Subclause 6 (1):

Omit "holding company", substitute "chief entity".

5.39 Subclause 7 (1):

Omit "holding company", substitute "chief entity".

5.40 Subclause 7 (1):

Omit "Minority shareholders' interest in subsidiaries", substitute "Outside equity interests in controlled entities".

5.41 Subclause 7 (5):

Omit "group accounts", substitute "consolidated accounts".

5.42 Subclause 7 (5):

Omit "or group", substitute "or economic entity".

5.43 Paragraph 7 (5) (a):

Omit "each corporation in that group", substitute "each entity in an economic entity".

5.44 Heading to Part 3:

Omit "GROUP ACCOUNTS", substitute "CONSOLIDATED ACCOUNTS".

5.45 Paragraph 8 (1) (b):

Omit "all groups", substitute "all economic entities".

5.46 Subclause 8 (2):

Omit "a group of which the holding company is an exempt proprietary company", substitute ", if a chief entity is an exempt proprietary company, the economic entity".

5.47 Subclause 9 (1):

Omit "group accounts", substitute "consolidated accounts".

5.48 Paragraph 9 (1) (b):

Add at the end "and".

5.49 Paragraph 9 (1) (c):

Omit the paragraph.

5.50 Subclause 10 (1):

Omit "group" (wherever occurring), substitute "economic entity".

5.51 Subclause 10 (2):

Omit "to a corporation in a group", substitute "to an entity in an economic entity".

5.52 Subclause 10 (2):

Omit "the group accounts relating to that group", substitute "the consolidated accounts relating to the economic entity".

5.53 Subclause 12 (1):

Omit "group" (wherever occurring), substitute "economic entity".

5.54 Subclause 12 (2):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.55 Clause 13:

Omit "group accounts", substitute "consolidated accounts".

5.56 Subparagraph 13 (a) (iv):

Omit the subparagraph, substitute:

"(iv) in the case of consolidated accounts relating to an economic entity if one of the entities in the economic entity acts as trustee—rights of indemnity for liabilities incurred by that entity on behalf of the trust; and".

5.57 Subparagraph 13 (d) (iv):

Omit the subparagraph, substitute:

"(iv) in the case of consolidated accounts relating to an economic entity if one of the entities in the economic entity acts as trustee—rights of indemnity for liabilities incurred by the entity on behalf of the trust; and".

5.58 Paragraph 14 (a):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.59 Paragraph 14 (a):

Omit "or corporation", substitute "or the entity".

5.60 Subclause 15 (1):

Omit "holding company", substitute "chief entity".

5.61 Subclause 15 (1):

Omit "group accounts", substitute "consolidated accounts".

5.62 Subclause 15 (2):

Omit "group accounts", substitute "consolidated accounts".

5.63 Paragraph 15 (2) (a):

Omit the paragraph, substitute:

"(a) 'a company other than a chief entity that is required to make out consolidated accounts' were omitted and 'an entity in an economic entity

that has been issued to persons not being members of the economic entity' were substituted; and".

5.64 Paragraph 15 (2) (b):

Omit "holding company of that group", substitute "chief entity".

5.65 Paragraph 15 (2) (c):

Omit "the corporation", substitute "the entity".

5.66 Clause 16:

Omit "group accounts", substitute "consolidated accounts".

5.67 Paragraph 18 (1) (c):

Omit "related corporation", substitute "related body corporate".

5.68 Paragraph 18 (2) (c):

Omit "holding company", substitute "chief entity".

5.69 Paragraph 18 (2) (d):

Omit "related corporation", substitute "related body corporate or an entity controlled by the chief entity".

5.70 Subclause 18 (3):

Omit "subsidiaries" (wherever occurring), substitute "controlled entities".

5.71 Paragraph 18 (3) (b):

Omit "related corporation", substitute "related body corporate".

5.72 Paragraph 18 (5) (a):

Omit the paragraph, substitute:

"(a) at the end of a financial period, an entity in an economic entity holds shares, or options for shares, in a corporation that is not a corporation in the economic entity; and".

5.73 Paragraph 18 (5) (b):

Omit "group accounts", substitute "consolidated accounts".

5.74 Paragraph 18 (5) (c):

Omit "related corporation'', substitute "related body corporate".

5.75 Paragraph 18 (6) (a):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.76 Paragraph 18 (6) (a):

Omit "subject corporation", substitute "subject entity".

5.77 Paragraph 18 (6) (b):

Omit "group accounts relating to that group", substitute "consolidated accounts relating to the economic entity".

5.78 Paragraph 18 (6) (c):

Omit the paragraph, substitute:

"(c) the chief entity (if any) of the subject entity; and".

5.79 Paragraph 18 (6) (d):

Omit "related corporation", substitute "related body corporate".

5.80 Subclause 18 (7):

Omit the subclause, substitute:

"(7) If, at the end of a financial period, there remains in existence a loan made, guaranteed or secured by an entity in an economic entity to:

(a) a director of the entity, a spouse of a director or a relative of a director or spouse; or

(b) a director of a related entity, a spouse of a director or a relative of a director or spouse; or

(c) if the loan is made to a trustee of a trust under which a person referred to in paragraph (a) or (b) has a beneficial interest—the trustee; or

(d) if a person referred to in paragraph (a) or (b) has a direct or indirect beneficial interest in shares in an entity, the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the entity—the entity;

the consolidated accounts for that period must include a note stating the total amount of that loan, or all of those loans.".

5.81 Subclause 18 (8):

Omit "a corporation" (wherever occurring), substitute "an entity".

5.82 Subclause 18 (8):

Omit "the corporation", substitute "the entity".

5.83 Subclause 18 (8):

Omit "the first-mentioned corporation" (wherever occurring), substitute "the first-mentioned entity".

5.84 Subclause 19 (1):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.85 Subclause 19 (1):

Omit "group accounts", substitute "consolidated accounts".

5.86 Clause 20:

Omit "group accounts", substitute "consolidated accounts".

5.87 Clause 21:

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.88 Paragraph 21 (b):

Omit "the corporation", substitute "an entity in an economic entity".

5.89 Subclause 22 (2):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.90 Subclause 23 (2):

Omit "related corporations", substitute "related body corporate".

5.91 Subclause 23 (2):

Omit "related corporation" (wherever occurring), substitute "related body corporate".

5.92 Subclause 23 (3):

Omit "group accounts", substitute "consolidated accounts".

5.93 Subclause 23 (3):

Omit "all corporations in the group", substitute "all entities in an economic entity".

5.94 Subclause 23 (3):

Omit "those corporations" (wherever occurring), substitute "those entities".

5.95 Subclause 23 (4):

Omit "the corporations in a group", substitute "the entities in an economic entity".

5.96 Subclause 23 (4):

Omit "the subject corporations" (wherever occurring), substitute "the subject entities".

5.97 Paragraph 23 (4) (b):

Omit "related corporations", substitute "related entities".

5.98 Paragraph 23 (4) (b):

Omit "corporations in that group", substitute "entities in that economic entity".

5.99 Paragraph 23 (4) (c):

Omit "the corporations, other than corporations", substitute "the entities, other than entities".

5.100 Paragraph 23 (4) (c):

Omit "a related corporation", substitute "a related entity".

5.101 Paragraph 23 (4) (d):

Omit "a related corporation" (wherever occurring), substitute "a related entity".

5.102 Subclause 24 (1):

Omit "company or a corporation in a group", substitute "company or an entity in an economic entity".

5.103 Subclause 24 (3):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.104 Subclause 24 (3):

Omit "group accounts", substitute "consolidated accounts".

5.105 Subclause 24 (3):

Omit "that group", substitute "that economic entity".

5.106 Heading to Division 4 of Part 3:

Omit "group", substitute "consolidated".

5.107 Subclause 25 (1):

Omit "corporation" (wherever occurring), substitute "body corporate".

5.108 Subclause 25 (2):

Omit "corporation" (wherever occurring), substitute "body corporate".

5.109 Subclause 25 (3):

Omit "holding company (wherever occurring), substitute "chief entity".

5.110 Subclause 25 (4):

Omit the subclause, substitute:

"(4) The consolidated accounts must include in a note the total of the income received, or due and receivable, directly or indirectly, for the financial period by all directors of each entity in an economic entity from:

(a) corporations of which they are directors; or

(b) related bodies corporate; or

(c) an entity controlled by the chief entity.".

5.111 Paragraph 25 (5) (a):

Omit "holding company of a group", substitute "chief entity".

5.112 Paragraph 25 (5) (b):

Omit "holding company", substitute "chief entity".

5.113 Paragraph 25 (5) (c):

Omit "holding company", substitute "chief entity".

5.114 Paragraph 25 (5) (d):

Omit "holding company", substitute "chief entity".

5.115 Paragraph 26 (1) (b):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.116 Paragraph 26 (1) (b):

Omit "or one of its subsidiaries—the group accounts", substitute "or a controlled entity–the consolidated accounts".

5.117 Paragraph 26 (2) (b):

Omit "group accounts" (wherever occurring), substitute "consolidated accounts".

5.118 Subclause 27 (1):

Omit "corporation" (wherever occurring), substitute "body corporate".

5.119 Subclause 27 (2):

Omit the subclause, substitute:

"(2) The consolidated accounts for a financial period must include in a note:

(a) the total amount of the remuneration received, or due and receivable, for the period by the auditor or auditors of an entity in the economic entity, directly or indirectly, from an entity in the economic entity, or from a related entity, in connection with auditing the accounts and consolidated accounts of the chief entity and the accounts of each of its controlled entities; and

(b) the total amount of the remuneration received, or due and receivable, for the period by the auditor or auditors of an entity in the economic entity, directly or indirectly, from an entity in the economic entity, or from a related entity, in connection with other services provided by the auditor or the auditors to an entity in the economic entity.".

5.120 Subclause 27 (3):

Omit "holding company of the group", substitute "chief entity".

5.121 Subclause 27 (4):

Omit "the report required by subsection 332 (1) of the Corporations Law on the accounts or group accounts", substitute "the report required by section 331a of the Corporations Law on the accounts or consolidated accounts".

5.122 Subclause 29 (2):

Omit "related corporation" (wherever occurring), substitute "related body corporate".

5.123 Subclause 29 (3):

Omit "The group accounts of the group of which a listed corporation is the holding company for a financial period must", substitute "The consolidated accounts for a financial period of an economic entity must, if the chief entity is a listed corporation".

5.124 Paragraph 29 (3) (a):

Omit the paragraph, substitute:

"(a) the number of executive officers of the economic entity whose total income received, or due and receivable, for the financial period, directly or indirectly, from the entities in the economic entity, or a related entity, in connection with the management of the affairs of the entities in the economic entity, or a related entity, whether as executive officers or otherwise, falls within each $10,000 band of income after $100,000; and".

5.125 Paragraph 30 (1) (a):

Omit "to a group", substitute "to an economic entity".

5.126 Paragraph 30 (1) (a):

Omit "holding company of that group", substitute "chief entity".

5.127 Paragraph 30 (1) (b):

Omit "to a group", substitute "to an economic entity".

5.128 Paragraph 30 (1) (b):

Omit "holding company of that group", substitute "chief entity".

5.129 Subparagraph 30 (1) (b) (i):

Omit "or group", substitute "or economic entity".

5.130 Subparagraph 30 (1) (b) (ii):

Omit "or group", substitute "or the economic entity".

5.131 Subclause 31 (2):

Omit the subclause, substitute:

"(2) If:

(a) the normal trading activities of an entity in an economic entity depend on a significant volume of business with another party; and

(b) the activities are material in relation to the trading activities of the economic entity; and

(c) the dependency exists during all or part of a financial period;

the consolidated accounts relating to the economic entity for that period must include a note explaining the nature of the dependency.".

5.132 Subclause 32 (1):

Definition of "current value":

Omit "group accounts", substitute "consolidated accounts".

5.133 Paragraph 32 (2) (a):

Omit "or group", substitute "or economic entity".

5.134 Subclause 32 (2):

Omit "the group accounts relating to that group", substitute "the consolidated accounts relating to the economic entity".

5.135 Subclause 33 (1):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.136 Subclause 33 (2):

Omit "or, if the corporation is in a group, the group accounts relating to that group", substitute "or, if the corporation is an entity in an economic entity, the consolidated accounts".

5.137 Paragraph 34 (3) (a):

Omit the paragraph, substitute:

"(a) an entity in an economic entity has a right or interest in a business undertaking that is material to the economic entity; or".

5.138 Paragraph 34 (3) (b):

Omit the paragraph, substitute:

"(b) 2 or more entities in an economic entity have rights or interests in a business undertaking that are in total material to the economic entity;".

5.139 Subclause 34 (3):

Omit "group accounts", substitute "consolidated accounts".

5.140 Paragraph 34 (3) (h):

Omit "that group", substitute "the economic entity".

5.141 Paragraph 34 (3) (j):

Omit "corporation" (wherever occurring) substitute "entity".

5.142 Paragraph 34 (4) (a):

Omit "a corporation in a group", substitute "an entity in an economic entity".

5.143 Paragraph 34 (4) (b):

Omit the paragraph, substitute:

"(b) none of the rights or interests is individually material to the entities in the economic entity, but the rights or interests are, in total, material to the economic entity;".

5.144 Subclause 34 (4):

Omit "group accounts", substitute "consolidated accounts".

5.145 Paragraph 34 (4) (e):

Omit "the group", substitute "the economic entity".

5.146 Paragraph 34 (4) (f):

Omit "the group" (wherever occurring), substitute "the economic entity".

5.147 Paragraph 35 (3) (a):

Omit the paragraph, substitute:

"(a) an entity or entities in an economic entity has an interest in an entity that is not a related entity (in this subclause referred to as 'the subject entity'); and".

5.148 Paragraph 35 (3) (b):

Omit "the group", substitute "the economic entity".

5.149 Subclause 35 (3):

Omit "group accounts relating to that group", substitute "consolidated accounts".

5.150 Subclause 35 (3):

Omit "the subject corporation" (wherever occurring), substitute "the subject entity".

5.151 Paragraph 35 (3) (e):

Omit "the corporation or corporations in the group", substitute "the entity or entities in the economic entity".

5.152 Paragraph 35 (3) (f):

Omit "the group", substitute "the economic entity".

5.153 Heading to Part 5:

Omit "GROUP ACCOUNTS", substitute "CONSOLIDATED ACCOUNTS".

5.154 Clause 36:

Omit the clause.

5.155 Heading to clause 37:

Omit "Subsidiaries", substitute "Controlled entities".

5.156 Subclause 37 (1):

Omit the subclause, substitute:

"(1) If, during a financial period, an entity has been acquired by an entity in an economic entity, the consolidated accounts of the economic entity must include a note stating, for each entity that has been acquired:

(a) its name; and

(b) the proportion of shares or other equity acquired in the entity; and

(c) the consideration for the shares or equity; and

(d) the fair value of its net tangible assets at the time of the acquisition.".

5.157 Subclause 37 (2):

Omit the subclause, substitute:

"(2) If, during a financial period, a controlled entity is disposed of by an entity in an economic entity, the consolidated accounts for the period of the economic entity must include a note stating, for each entity that is disposed of:

(a) its name; and

(b) the operating profit or loss and extraordinary items attributable to members of the chief entity from the disposal of the entity; and

(c) the fair value of its net tangible assets at the time of the disposal; and

(d) the remaining interest held in it by the entity or entities in the economic entity.".

5.158 Heading to clause 38:

Omit "subsidiaries", substitute "Controlled entities".

5.159 Subclause 38 (1):

Omit "a corporation", substitute "an entity".

5.160 Subclause 38 (1):

Add at the end "or, if the entity does not have share capital, in the equity of the entity".

5.161 Subclause 38 (2):

Omit the subclause, substitute:

"(2) The consolidated accounts of a chief entity for a financial period must include a note stating, for each controlled entity:

(a) particulars of:

(i) its name; and

(ii) its country of formation or incorporation; and

(iii) its relationship with other entities in the economic entity;

 at the end of the financial period; and

(b) the amount of its contribution to the profit or loss, during the period, of the economic entity; and

(c) if its financial year differs from that of the chief entity—particulars of its financial year; and

(d) if any of its business was carried on during that period in a country outside Australia—the name of the country.".

5.162 Subclause 38 (3):

Omit the subclause, substitute:

"(3) If a controlled entity issues share capital, the particulars referred to in subparagraph (2) (a) (iii) must include, in relation to the shares held in the entity by the chief entity and each other entity in the economic entity:

(a) the amount at which the shares are recorded in the books of each entity; and

(b) the percentage of the shares held in relation to all of the shares of the entity.".

5.163 Clause 39:

Omit the clause.

6. Application of Schedule 5

6.1 The amendments of Schedule 5 to the Corporations Regulations made by regulation 5 do not apply in relation to the financial year of a company that ends before 31 December 1991.

6.2 Schedule 5 to the Corporations Regulations, as amended by regulation 5, applies to a company in relation to the financial years of the company that end on or after 31 December 1991.

NOTES

1. Notified in the Commonwealth Australia Gazette on 19 December 1991.

2. Statutory Rules 1990 No. 455 as amended by 1991 Nos. 218, 219, 281, 311 and 341.