EXPLANATORY STATEMENT
STATUTORY RULES 1986 NO. 146
ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL
COMPANIES (ACQUISITION OF SHARES - FEES) REGULATIONS (AMENDMENT)
Sub-section 5(1) of the Companies (Acquisition of Shares-Fees) Act 1980 (“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 shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities (“the Council”).
2. The Council was established under an agreement between the Commonwealth and the States, executed on 22 December 1978 (“the 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.
3. Under sub-clause 45(1) of the agreement, the Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purpose of the co-operative companies and securities scheme. Should the 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 regulations to the Federal Executive Council for making by the Governor-General.
4. The accompanying regulations are identical in form and substance to draft regulations approved by the Council.
5. The purpose of the regulations is to amend the Companies (Acquisition of Shares-Fees) Regulations (“the Regulations”) by substituting a new Schedule of fees for the Schedule of fees that come into operation on 1 October 1984.
6. Details of the accompanying regulations are as follows.
Regulation 1: Commencement
7. This regulation prescribes 1 July 1986 as the date on which the regulations come into operation.
Regulation 2: Schedule
8. This regulation inserts in the Regulations a new Schedule of fees that are payable for the purposes of sub-section 4(1) of the Act. That sub-section provides:-
“4(1) There shall be paid to the Commonwealth for or in respect of -
(a) the lodgment of documents with the Commission under the Companies (Acquisition of Shares) Act 1980;
(b) the registration of documents under that Act or the inspection or search of registers kept by, or documents in the custody of, the Commission under that Act;
(c) the production by the Commission, pursuant to a subpoena, of any register kept by, or documents in the custody of, the Commission under that Act;
(d) the issuing of documents or copies of documents, the granting of licences, consents or approvals or the
doing of other acts or things by the Ministerial Council or the Commission under that Act;
(e) the making of inquiries of, or applications to, the Commission in relation to matters arising under that Act; and
(f) the submission to the Commission of documents for examination by the Commission,
such fees (if any) as are prescribed.”
9. The new Schedule provides for the following levels of fees:-
| Old Fees | New Fees | |
| $ | $ | |
| 60 | 65 | |
| 120 | 135 | |
| 300 | 330 | |
| 590 | 660 | |
10. To obtain the new levels of fees, the old fees were increased by 11.4% (being the increase in the Consumer Price Index between the March quarter of 1984 - on which the old fees were based - and the December quarter of 1985) and rounded as follows:
• between $50 and $200 - to the nearest $5; and
• over $200 - to the nearest $10.
Overview
The Companies (Acquisition of Shares-Fees) Regulations (Amendment) 1986, issued under the authority of the Attorney-General, amend the existing Companies (Acquisition of Shares-Fees) Regulations to update the fee schedule. Enacted by the Parliament of Australia, these regulations respond to the need for periodic adjustments to fees charged for services related to company law to reflect inflation and maintain the financial viability of the regulatory framework. This amendment is based on the increase in the Consumer Price Index from the March quarter of 1984 to the December quarter of 1985, ensuring that fees remain aligned with economic conditions. The changes were approved by the Ministerial Council for Companies and Securities and subsequently submitted to the Federal Executive Council for formal enactment by the Governor-General. The new fee schedule, effective from 1 July 1986, increases various fees by approximately 11.4% and adjusts them to the nearest $5 or $10, depending on their amount, to streamline the fee structure.
Scope and Application
The Companies (Acquisition of Shares-Fees) Regulations (Amendment) Statutory Rules 1986 pertain to the amendment of fees prescribed under the Companies (Acquisition of Shares-Fees) Act 1980. These regulations apply to the fees charged for various services provided by the Commonwealth in relation to the lodgment, registration, inspection, and production of documents under the Companies (Acquisition of Shares) Act 1980, as well as for the issuing of documents, granting of licences, and conducting of inquiries. The Act applies to all entities and individuals who engage in activities governed by the Companies (Acquisition of Shares) Act 1980, thereby affecting a broad range of industries and transactions involving company law. Geographically, the regulations have a national reach, being consistent with the co-operative Commonwealth-State scheme for uniform company law and securities regulation across Australia. The fees are prescribed by the Governor-General following advice from the Ministerial Council for Companies and Securities, ensuring they are in line with the resolutions of this council. The regulations do not specify any exclusions, exemptions, or thresholds beyond what is outlined in the Act and the approved schedule of fees. The amendments made through these regulations reflect an increase in fees based on the Consumer Price Index, which has been rounded in accordance with the specified criteria.
Key Provisions
The Companies (Acquisition of Shares - Fees) Regulations (Amendment) (SLI No. 146 of 1986) introduces changes to the fees prescribed for various services provided under the Companies (Acquisition of Shares) Act 1980, as outlined in Regulation 2 (2). These services encompass the lodgment and registration of documents, inspection and search of registers, issuance of documents, granting of licences and consents, and other related activities. The fees are to be determined according to the new Schedule provided in the Amendment Regulations (Regulation 2 (8)). This Schedule replaces the existing fees that came into operation on 1 October 1984.
The Amendment Regulations mandate that any party or entity involved in the activities specified in section 4(1) of the Act must now adhere to the new fee structure (Regulation 2 (8)). This includes companies, shareholders, and other stakeholders who are required to pay the prescribed fees for services rendered by the Commission under the Companies (Acquisition of Shares) Act 1980. The fees are determined based on the type of service provided and are subject to the maximum limit of $1,000 as stipulated in section 5(1) of the Act.
Breach of the provisions within the Amendment Regulations may lead to legal consequences. While the explanatory statement does not explicitly detail offences or penalties, it is reasonable to infer that non-compliance with the fee payment requirements could result in civil or administrative penalties, as typically provided under the parent Act or related legislation. The exact penalties would depend on the specific circumstances of the breach and the relevant statutory provisions. The fees are designed to be proportionate to the services provided and are aligned with the Consumer Price Index to reflect inflationary changes.