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

Legislation au C2004L00067 Regulations Not in force Legislative Instrument

Legislation content

EXPLANATORY STATEMENT

Statutory Rules 1989 No. 129

Issued by the Authority of the Attorney-General

Companies (Acquisition of Shares - Fees)

Regulations (Amendment)

Subsection 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 subsection 4(1) of the Act. Subsection 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 and futures industries in the six States, the Australian Capital Territory and the Northern Territory of Australia.

3. Under subclause 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 subclause 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 in accordance with a resolution made 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 came into operation on 1 July 1988.

6. Details of the accompanying regulations are as follows.

Regulation 1: Commencement

7. This regulation prescribes 1 July 1989 as the date on which the Regulations will 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 subsection 4(1) of the Act. Subsection 4(1) provides that there shall be paid to the Commonwealth in respect of-

(a) the lodgment of documents with the National Companies and Securities Commission (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 document 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; and

(e) the making of inquiries of, or applications to, the Ministerial Council or the Commission in relation to matters arising under that Act;

such fees (if any) as are prescribed.

9. The new Schedule provides for the following levels of fees:

 

Old Fees

 

New Fees

 

 

$

 

$

 

 

     75

 

     80

 

 

   160

 

   170

 

 

   390

 

   420

 

 

1,000

 

1,000

 

10. To obtain the new level of fees, the old fees were increased by 7.7% (being the increase in the Consumer Price Index between the December quarter of 1987 - on which the old fees were based - and the December quarter of 1988) and rounded as follows:

• below $50 - to the nearest dollar;

• between $50 and $200 - to the nearest $5; and

• over $200 - to the nearest $10.

11. The following fee was not determined in accordance with the formula set out above:


• The fee of $1,000 payable on lodging a copy of a Part A statement and proposed offer under subsection 18(1) of the Companies (Acquisition of Shares) Act 1980 has not been increased because the Act imposes an upper limit of $1,000 on the level of fees that can be prescribed.

Overview

The Companies (Acquisition of Shares - Fees) Regulations (Amendment) Statutory Rules 1989 No. 129 were enacted in 1989 to address the need for updating the fees associated with the acquisition of shares by companies, ensuring they align with the inflation rate and maintain the administrative costs of the National Companies and Securities Commission. This amendment was introduced by the Federal Executive Council, acting on advice consistent with resolutions of the Ministerial Council for Companies and Securities, which was established under an Agreement between the Commonwealth and the States to facilitate a uniform system of company law and securities regulation across Australia. The primary objective of these regulations is to adjust the fees prescribed in the Companies (Acquisition of Shares - Fees) Regulations, reflecting changes in the Consumer Price Index to ensure fees remain current and reasonable for those required to lodge documents or engage in related activities under the Companies (Acquisition of Shares) Act 1980.

Scope and Application

The Companies (Acquisition of Shares - Fees) Regulations (Amendment) Statutory Rules 1989 No. 129, issued under the authority of the Attorney-General, amend the existing Companies (Acquisition of Shares - Fees) Regulations to adjust the fees payable for certain activities related to the acquisition of shares in companies. This amendment applies to the Commonwealth, as well as the six states, the Australian Capital Territory, and the Northern Territory, as part of a uniform system of company law and administration under the co-operative Commonwealth-State scheme. The fees, which are prescribed under the Companies (Acquisition of Shares - Fees) Act 1980, pertain to the lodgment of documents, registration, inspection, subpoena production, issuance of documents, and other related activities undertaken by the National Companies and Securities Commission or the Ministerial Council for Companies and Securities. The amended fees were determined by increasing the previous fees by 7.7%, reflecting the Consumer Price Index increase from the December quarter of 1987 to the December quarter of 1988, and rounding in accordance with specific criteria. Notably, the fee for lodging a copy of a Part A statement and proposed offer under subsection 18(1) of the Companies (Acquisition of Shares) Act 1980 remains at $1,000 due to the statutory upper limit on prescribed fees.

Key Provisions

The primary operative sections of the Companies (Acquisition of Shares - Fees) Regulations (Amendment) involve the adjustment of fees for specific activities under the Companies (Acquisition of Shares - Fees) Act 1980. Section 1 specifies the commencement date of these regulations, which is 1 July 1989, as detailed in Regulation 1. Section 2, under Regulation 2, establishes a new schedule of fees that replace the old fees set in operation on 1 July 1988. This new schedule of fees applies to the lodgment of documents with the National Companies and Securities Commission, the registration and inspection of documents, the production of registers and documents under a subpoena, the issuance of documents and granting of approvals, and the making of inquiries or applications to the Ministerial Council or the Commission. The Act imposes certain obligations on parties and entities governed by these regulations, primarily concerning the payment of fees. Companies and other entities involved in activities specified in the Act must now adhere to the updated fee schedule when lodging documents, requesting inspections, or seeking approvals from the Commission. The regulations are designed to ensure that the fees charged reflect the current economic conditions, as indicated by the Consumer Price Index, to maintain the purchasing power of the fees. For breaches of the regulations, particularly non-compliance with the new fee requirements, there may be civil and administrative consequences. While the specific offences and penalties are not detailed within the explanatory statement, it is implied that non-compliance could lead to fines or other penalties as prescribed under the Companies (Acquisition of Shares - Fees) Act 1980. The maximum penalty for any breaches could potentially reach the maximum prescribed under the Act, which is up to $1,000 for certain fees. The exact penalties would depend on the specific nature and severity of the breach, and could be determined by the relevant authorities in accordance with the legislative framework provided by the Act and the regulations.

Legal classification tags

Area of Law
Corporate Law & Governance
Instrument
Regulation
Concepts
Commencement Provisions
Fees
Regulatory Standards

Interactions

Authorises

All Versions

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.