EXPLANATORY STATEMENT
Statutory Rule 1989 No. 122
Issued by the Authority of the Minister for Transport and Communications
Subject: ANL Act 1956
ANL (Conversion into Public Company) Regulations
Section 69 of the ANL Act 1956 (the Act) provides that the Governor-General may make regulations, not inconsistent with the Act, prescribing all matters required or permitted by the Act to be prescribed, or necessary or convenient to be prescribed, for carrying out or giving effect to the Act.
The Act provides, pursuant to amendments made to it by the ANL (Conversion into Public Company) Act 1988, for the conversion of
the Australian Shipping Commission (the Commission) into a public company, incorporated in the Australian Capital Territory, under the name ANL Limited.
Section 41 of the Act makes provision with respect to documents to be lodged with the Corporate Affairs Commission of the Australian Capital Territory. The application for registration is to be made under section 85 of the Companies Act 1981 (the Companies Act), but the regulations may make provision for variations to the form of the application and the documents which are to accompany it. This is because section 85 of the Companies Act (the most nearly appropriate section) is intended to provide for the registration of foreign companies; it is therefore not possible for the Commission to comply strictly with the normal procedures. The regulations make provision for the minor variations thereby rendered necessary.
Details of the regulations are:
Clause 1: Citation
Provides that the regulations may be cited as the ANL (Conversion into Public Company) Regulations.
Clause 2: Interpretation
Provides that in the regulations, “the Act” means the ANL Act 1956; and “the Companies Act” means the Companies Act 1981.
Clause 3: Form of application for registration
Provides that the form of application required under subsection 85(1) of the Companies Act is to be that in the Schedule to the regulations rather than that prescribed by the Companies Regulations. The form in the Schedule to the regulations is based on Form 33 in Schedule 2 to the Companies Regulations with such variations as are necessary to adapt it to the Commission’s circumstances.
Clause 4: Documents to be lodged under s.85(4) of the Companies Act
Provides for the lodgment of certificates signed by a Commissioner of the Commission that the various requirements of the Act prerequisite to conversion have been complied with, and that the requirements of the Companies Act may be taken to have been complied with.
Overview
The ANL (Conversion into Public Company) Regulations, issued under the authority of the Minister for Transport and Communications, were enacted to facilitate the conversion of the Australian Shipping Commission into a public company, as stipulated by the ANL Act 1956. This legislation was introduced to address the procedural discrepancies that arose due to the unique nature of the Commission's conversion, which could not strictly adhere to the standard procedures outlined in the Companies Act 1981. By providing specific regulations tailored to the Commission’s circumstances, the Act ensures that the transition is smoothly executed while remaining compliant with overarching legal requirements. The policy objective is to enable the Australian Shipping Commission to transform into a public company, ANL Limited, while accommodating the specific procedural adjustments necessary for this unique conversion.
Scope and Application
The ANL Act 1956, as amended by the ANL (Conversion into Public Company) Act 1988, governs the conversion of the Australian Shipping Commission into a public company named ANL Limited, incorporated in the Australian Capital Territory. This legislation applies specifically to the Australian Shipping Commission and its conversion process, providing the legal framework and requirements for this transformation. The regulations made under section 69 of the Act are designed to ensure that the conversion process is carried out in accordance with the provisions of the Act and the Companies Act 1981, with particular attention to the unique circumstances of the Commission. These regulations specify the form of the application for registration and the documents to be lodged, adapting the standard forms to fit the specific needs of the Commission. The geographic reach of the Act is limited to the Australian Capital Territory, where the company will be incorporated. The Act does not explicitly state exclusions or exemptions, but it does provide for variations to the standard procedures through subordinate instruments, ensuring flexibility in the conversion process.
Key Provisions
The ANL (Conversion into Public Company) Regulations, made under section 69 of the ANL Act 1956, provide detailed rules for the conversion of the Australian Shipping Commission into a public company. The primary operative sections of these regulations include Clause 1, which allows the regulations to be cited as the ANL (Conversion into Public Company) Regulations (Clause 1). Clause 2 defines key terms used in the regulations, such as "the Act" and "the Companies Act" (Clause 2). Clause 3 specifies the form of the application for registration, requiring it to be in the form set out in the Schedule to the regulations rather than the standard form prescribed by the Companies Regulations (Clause 3). Clause 4 outlines the specific documents that must be lodged with the Corporate Affairs Commission, including certificates signed by a Commissioner of the Commission, confirming compliance with both the ANL Act and the Companies Act (Clause 4).
The regulations impose several obligations on the parties involved in the conversion process. The Australian Shipping Commission is required to lodge an application for registration under section 85 of the Companies Act, using the specific form prescribed by Clause 3 of the regulations (Clause 3). The Commission must also submit certificates signed by a Commissioner, verifying that all prerequisites for conversion under the ANL Act and compliance with the Companies Act have been met (Clause 4). These obligations ensure that the conversion process adheres to the legal requirements and that all necessary documentation is accurately prepared and submitted.
Failure to comply with the requirements set out in the ANL (Conversion into Public Company) Regulations may result in legal consequences. While the specific penalties for non-compliance are not detailed in the explanatory statement, it is reasonable to infer that breaches of these regulations could lead to civil or criminal penalties under the ANL Act or the Companies Act. Given the context of corporate conversions and regulatory compliance, penalties could include fines or other sanctions for non-compliance with registration requirements or the submission of incorrect or incomplete documentation. The exact penalties would be determined by the relevant legislation and the severity of the breach.