EXPLANATORY STATEMENT
STATUTORY RULES 1983 NO.: 185
Issued by the authority of the Attorney-General
Companies (Acquisition of Shares-Fees) Regulations (Amendment)
1. 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.
2. Under clause 32 of the Formal Agreement, the National Companies and Securities Commission (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. (Formal Agreement, clauses 19 and 20).
3. The Companies (Acquisition of Shares-Fees) Act 1980, (‘the Act’) is an Act relating to fees payable for the purposes of the Companies (Acquisition of Shares) Act 1980, which provides a law in relation to the regulation of the acquisition of shares in companies incorporated in the Australian Capital Territory.
4. Under section 4 of the Act fees are payable to the Commonwealth for or in respect of, inter alia, the lodgment or registration of documents with the Commission, the issuing of documents, the granting of consents or approvals or the doing of other acts or things by the Commission, the making of inquiries of, or applications to, the Commission and the submission to the Commission of documents for examination in relation to matters arising under the Companies (Acquisition of Shares) Act 1980.
5. The fees payable for the purposes of sub-section 4(1) of the Act are prescribed in the Schedule to the Companies (Acquisition of Shares-Fees) Regulations, (‘the Regulations’).
6. 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 legislation 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.
7. On 1 September 1983 the Ministerial Council resolved that the Companies (Fees) Regulations (Amendment) (print dated 18 August 1983), the Companies (Acquisition of Shares - Fees) Regulations (Amendment) (print dated 15 August 1983) and the Securities Industry (Fees) Regulations (Amendment) (print dated 15 August 1983) should be amended by increasing all current fees by 10% rounded up to the nearest whole dollar, except for $1 fees which are to remain unchanged.
8. The amending Regulation has been prepared in accordance with the resolution of the Ministerial Council.
Overview
The Companies (Acquisition of Shares-Fees) Regulations (Amendment) 1983 were enacted to address the need for periodic adjustments to fees associated with the acquisition of shares in companies incorporated in the Australian Capital Territory, as outlined in the Companies (Acquisition of Shares-Fees) Act 1980. This legislative amendment was introduced to respond to the economic considerations and inflationary pressures of the time, necessitating an increase in fees to maintain the financial sustainability of the regulatory framework. The regulations were formulated by the Ministerial Council for Companies and Securities and subsequently submitted to the Federal Executive Council for formal enactment by the Governor-General. The policy objective underpinning these amendments was to ensure the regulatory fees reflect current economic conditions while maintaining the integrity and effectiveness of the regulatory system.
Scope and Application
The Companies (Acquisition of Shares-Fees) Act 1980 applies to companies incorporated in the Australian Capital Territory and concerns the fees payable for various actions and transactions under the Companies (Acquisition of Shares) Act 1980. These fees cover the lodgment or registration of documents with the National Companies and Securities Commission, the issuing of documents, the granting of consents or approvals, and other activities by the Commission. The Act is part of 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 across the Australian Capital Territory and other states, as per the Formal Agreement executed by the Commonwealth and the States. The fees are prescribed in the accompanying Regulations, which can be amended by the Ministerial Council and subsequently enacted by the Governor-General. The scope of the Act is limited to the Australian Capital Territory, and the fees are subject to periodic adjustments as determined by the Ministerial Council.
Key Provisions
The primary operative sections of the Companies (Acquisition of Shares-Fees) Regulations (Amendment) 1983 (C2004L00062) pertain to the amendment of the fees prescribed under the Companies (Acquisition of Shares-Fees) Act 1980. According to section 4 of the Act, fees are payable for various activities involving the National Companies and Securities Commission, including the lodgment or registration of documents, the issuing of documents, and the submission of documents for examination. The fees are specified in the Schedule to the Regulations, and these fees are subject to amendment as provided for in the Regulations. Section 45 of the Formal Agreement, which governs the co-operative scheme for company law and securities regulation, allows the Ministerial Council to propose amendments to the Regulations, which must then be approved and submitted to the Federal Executive Council for enactment.
The obligations imposed by these Regulations include the requirement for parties to pay the amended fees for services provided by the National Companies and Securities Commission. Specifically, section 4 of the Act mandates that fees be paid for various administrative and regulatory functions carried out by the Commission. The Regulations, as amended, specify the amount of these fees, which must be adhered to by all parties seeking to avail themselves of the Commission's services. The Regulations also require that any applications or submissions made to the Commission must be accompanied by the appropriate fee, as prescribed in the Schedule.
There are no specific offences, penalties, or civil/criminal consequences detailed in the Regulations themselves. However, failure to comply with the fee payment requirements could potentially lead to administrative consequences, such as delays in processing applications or submissions, or the refusal to process them until the correct fee is paid. The actual consequences of non-compliance would depend on the specific circumstances and the policies of the National Companies and Securities Commission. The maximum penalties for breaches of the Regulations are not explicitly stated in the text provided, but would likely be in line with other administrative penalties applicable under the relevant Acts and Regulations.