Companies (Acquisition of Shares—Fees) Regulations (Amendment)

Legislation au C2004L00063 Regulations Not in force Legislative Instrument

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EXPLANATORY STATEMENT

Statutory Rules No. 243, 1984

ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL

COMPANIES (ACQUISITION OF SHARES-FEES)

REGULATIONS (AMENDMENT)

Sub-section 4(1) of the Companies (Acquisiton of Shares-Fees) Act 1980 (the Act) provides that there shall be paid to the Commonwealth for or in respect of -

(a) the lodgment of documents with the National Companies and Securities Commission (the NCSC) under the Companies (Acquisition of Shares) Act 1980;

(b) the registration of documents under the Companies (Acquisition of Shares) Act 1980 or the inspection or search of registers kept by, or documents in the custody of, the NCSC under that Act;

(c) the production by the NCSC, pursuant to a subpoena, of any register kept by, or documents in the custody of, the NCSC under the Companies (Acquisition of Shares) Act 1980;

(d) the issuing of documents or copies of documents, the granting of consents or approvals or the doing of other


acts or things by the NCSC under the Companies (Acquisition of Shares) Act 1980;

(e) the making of inquiries of, or applications to, the NCSC in relation to matters arising under the Companies (Acquisition of Shares) Act 1980; and

(f) the submission to the NCSC of documents for examination by the NCSC,

such fees (if any) as are prescribed.

Sub-section 5(1) of the Act provides that the Governor-General may make regulations, not inconsistent with the Act, prescribing fees, not in any case exceeding $1,000, for the purposes of sub-section 4(1) of the Act. Sub-section 5(2) of the Act provides that the power of the Governor-General to make regulations under the Act shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities.

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).

The accompanying regulations have two purposes.


The first purpose is to correct an anomaly in the Regulations. Items 16 and 17 in the Schedule to the Regulations prescribe a fee of $110 for making an application to the NCSC for its consent under paragraph 37(3)(b) or 38(2)(b) of the Companies (Acquisition of Shares) Act 1980. Since however the amendment of sub-sections 37(3) and 38(2) of the Companies (Acquisition of Shares) Act 1980, the NCSC’s consent is no longer required under either of those paragraphs but is required under sub-section 23(2A) of the Companies (Acquisition of Shares) Act 1980. Item 10 in the Schedule to the Regulations prescribes a fee of $55 for making an application for the NCSC’s consent under sub-section 23(2A). The accompanying regulations accordingly omit Items 16 and 17 in the Schedule to the Regulations and bring the prescribed fee for to Item 10 in the Schedule into line with the new fee for Items 15A and 16A in the Schedule. (Items 15A and 16A prescribe a fee for making an application to the NCSC for consent to make in take-over documents (other than an expert’s report) a profit forecast or a statement on asset valuations).

The second purpose of the accompanying regulations is to increase the fees payable for the purposes of the Act so that they are generally in line with the increase in the Consumer Price Index (CPI) for the March 1984 quarter. The fees were last increased on 1 October 1983. The fees set out in the accompanying regulations have also been adjusted to take account of the discrepancy between the 1983 increase and the increase in the CPI for the March quarter of that year.


The Ministerial Council for Companies and Securities has resolved that the accompanying regulations should be made under the Act.

The amendments made by the accompanying regulations are as follows:

Regulation 1 - Commencement

The accompanying regulations will come into operation on 1 October 1984. This commencement date is consistent with the last annual fee increase on 1 October 1983.

Regulation 2 - Schedule

The Schedule to the Regulations is amended as follows:

(a) fees of $55 in Items 1, 2, 3, 4, 5, 7, 9, 11, 13, 14, 15, 18, 19 and 20 are increased to $60;

(b) as discussed above, the fee of $55 in Item 10 is increased to $120, in line with the new fees for Items 15A and 16A, and Items 16 and 17 are omitted;

(c) fees of $110 in Items 15A and 16A are increased to $120;

(d) fees of $275 in Items 6, 8(b) and 12 are increased to $300; and

(e) the fee of $550 in Item 8(a) is increased to $590.

Overview

The Companies (Acquisition of Shares-Fees) Regulations (Amendment) 1984 were enacted to correct a fee discrepancy and to adjust the fees payable under the Companies (Acquisition of Shares-Fees) Act 1980 in line with the Consumer Price Index. The Act was established to regulate fees for various services provided by the National Companies and Securities Commission under the Companies (Acquisition of Shares) Act 1980. The 1984 amendment was issued under the authority of the Attorney-General, following resolutions of the Ministerial Council for Companies and Securities, with the aim of ensuring that the fees were reflective of the economic changes since the last adjustment in October 1983. The regulations introduced by the amendment correct an anomaly in the prescribed fees and align them with the current legislative requirements and economic conditions.

Scope and Application

The Companies (Acquisition of Shares-Fees) Regulations (Amendment) 1984 amends the existing Companies (Acquisition of Shares-Fees) Regulations, which set out the fees payable under the Companies (Acquisition of Shares-Fees) Act 1980 for various activities related to the acquisition of shares in companies. The Act applies to entities and individuals involved in the process of acquiring shares in companies, including those lodging documents, making applications, and seeking inspections or searches of company records with the National Companies and Securities Commission (NCSC). These regulations are applicable nationally across Australia, as they are made under the authority of the Commonwealth. The amendments primarily address two issues: correcting an anomaly in the existing fee schedule and adjusting the fees to reflect changes in the Consumer Price Index. The corrected fees align with the current legal requirements, while the fee adjustments aim to maintain the purchasing power of the fees in light of inflation. The Ministerial Council for Companies and Securities has advised that these regulations should be enacted to ensure the fees remain fair and reflective of the economic conditions.

Key Provisions

The main operative sections of the Companies (Acquisition of Shares-Fees) Regulations (Amendment) involve amendments to the fees prescribed for various actions under the Companies (Acquisition of Shares-Fees) Regulations. These fees are payable for activities such as the lodgment of documents with the National Companies and Securities Commission (NCSC) (section 4(1)(a)), the registration of documents (section 4(1)(b)), and the production of documents by the NCSC under a subpoena (section 4(1)(c)). Other fees apply to the issuing of documents by the NCSC (section 4(1)(d)), inquiries or applications made to the NCSC (section 4(1)(e)), and the submission of documents to the NCSC for examination (section 4(1)(f)). The Governor-General has the authority to set these fees, which cannot exceed $1,000 (section 5(1)). The amended regulations impose obligations on entities to pay the prescribed fees for specified actions related to the acquisition of shares under the Companies (Acquisition of Shares) Act 1980. This includes paying fees for the lodgment and registration of documents, inspections or searches of company registers, and the production of documents by the NCSC. Entities are required to ensure they are aware of the correct fees as per the amended Schedule to the Regulations and make payments accordingly. Failure to comply with the fee provisions as set out in the amended Regulations can lead to civil and possibly criminal consequences. While the Explanatory Statement does not explicitly mention penalties, breaches of regulatory fees and compliance requirements can generally result in fines, legal action, or other penalties as stipulated under relevant Australian laws. The exact penalties would depend on the specific circumstances and the discretion of the courts. The Regulations also correct an anomaly by omitting Items 16 and 17 in the Schedule, which previously prescribed a fee for actions no longer requiring NCSC consent, and align the fee for obtaining consent under sub-section 23(2A) with other related fees. Additionally, the fees have been adjusted to reflect the increase in the Consumer Price Index (CPI) for the March 1984 quarter, ensuring that the fees are generally in line with inflation. The amendments come into operation on 1 October 1984, following the pattern of the previous year’s fee increase on the same date. The new fees, as detailed in the Schedule, adjust various fee items to better reflect the current economic conditions, ensuring that the costs associated with regulatory activities are proportionate to the inflation rate and operational costs.

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.