EXPLANATORY STATEMENT
STATUTORY RULES 1982 No.131
Issued by the authority of the Attorney-General
AMENDMENT OF THE COMPANIES
(ACQUISITION OF SHARES - FEES) REGULATIONS
On 22 December 1978 the Commonwealth and the States executed a Formal Agreement that provides the framework for a co-operative Commonwealth-State scheme for a uniform system of law and administration in relation to company law and the regulation of the securities industry in the six States and the Australian Capital Territory. The Agreement is set out in the Schedule to the National Companies and Securities Commission Act 1979 (NCSC Act). The purpose of the NCSC Act is to establish the National Companies and Securities Commission (NCSC).
Under clause 32 of the Formal Agreement, the NCSC is to have responsibility for the entire area of policy and administration with respect to company law and the regulation of the securities industry, subject to directions by the Ministerial Council for Companies and Securities. The Ministerial Council consists of Commonwealth and State Ministers responsible for administering the law relating to companies and the regulation of the securities industry, or their delegates, or Ministers acting in their office. (Formal Agreement, clauses 19 and 20).
Under sub-clause 45(1) of the Formal Agreement, the Ministerial Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purposes of the co-operative scheme. Should the Ministerial Council approve any draft amending regulation which gives effect to such a proposal, the Commonwealth is then required, under sub-clause 45(2) of the Agreement, to submit the draft regulation to the Federal Executive Council for making by the Governor-General.
The Companies (Acquisition of Shares - Fees) Act 1980 sets out the circumstances in which fees will be charged in relation to the Companies (Acquisition of Shares) Act. The Companies (Acquisition of Shares) Act regulates the acquisition of shares by a person who holds between 20% and 90% of the voting shares of a company or whose holding would increase to more than 20% after an acquisition.
The Companies (Acquisition of Shares - Fees) Regulations set out the fees to be charged in relation to various applications and lodgments made under the Companies (Acquisition of Shares) Act 1980.
Proposed Item 15A prescribes a fee of $100 in relation to making an application to the NCSC for permission to issue a profit forecast under paragraph 57(3)(a) of the Companies (Acquisition of Shares) Act 1980.
Proposed Item 16A prescribes a fee of $100 in relation to making an application to the NCSC for permission to issue statements on asset valuations under paragraph 38(2)(a) of the Companies (Acquisition of Shares) Act 1980.
A fee of $50 is presently prescribed by Items 16 and 17 of the Schedule to the Companies (Acquisition of Shares - Pees) Regulations in relation to making an application to the NCSC for permission to make a profit forecast or a statement on asset valuations in a report that accompanies a Part B statement under paragraph 37(3)(b) or 38(2)(b) of the Companies (Acquisition of Shares) Act 1980. The proposed Regulations increase that fee to $100 to be in line with the fee prescribed by proposed Items 15A and 16A.
The Ministerial Council has passed the following resolution:
“Resolved that pursuant to clause 45 of the Formal Agreement that the draft Companies (Acquisition of Shares - Fees) Regulations (Amendment) (S.R. No. 98/82) being as set out in the print dated 11th May, 1982, be approved.”