EXPLANATORY STATEMENT
STATUTORY RULES 1983 NO.: 184
Issued by the authority of the Attorney-General
Companies (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 (Fees) Act 1981, (‘the Act’), is an Act relating to fees payable for the purposes of the Companies Act 1981, which provides a law in relation to the formation and regulation of companies and other bodies in the Australian Capital Territory.
4. Under section 4 of the Act there shall be fees payable to the Commonwealth for, inter alia, the lodgment and registration of documents with the Commission, the production by the Commission of any register kept by it, the issuing of copies of documents, the granting of licenses, consents or approvals by the Ministerial Council or the Commission under the Companies Act 1981, the making of inquiries of, or applications to, the Ministerial Council or the Commission in relation to matters arising under the Companies Act 1981, and, the submission to the Commission of documents for examination.
5. The fees payable for the purposes of sub-section 4(1) of the Act are prescribed in the Schedule to the Companies (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:
(a) 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% founded up to the nearest whole dollar, except for $1 fees which are to remain unchanged; and
(b) that the Companies (Fees) regulations should be amended by imposing a fee of $1.00 on lodgment of each page in excess of twenty of the memorandum and articles of a company or on lodgment of each page of any amendments.
8. In pursuance of the above resolution, the Companies (Fees) Regulations (Amendment) incorporates amendments to Items 6, 7, 8, 9, 12, 13, 38 and 48 of the Schedule to the Regulations and includes a new Item 13A.
9. The amendments, and their purposes are:
(a) that Items 6, 7 and 8 of the Schedule to the Regulations be amended to provide that the fees prescribed are payable in respect of reserving and registering a name rather than for reserving a name only. The purpose of the amendment is to overcome the problem where applicants who have not received the results of an availability search fail to apply for extension of the 2 month period referred to in sub-sections 40(2) and 46(3) and similar provisions of the Companies Act and Codes and they are again required to pay the full reservation fees under the appropriate item in respect of the home jurisdiction and every other participating jurisdiction in which it is desired to reserve the name;
(b) that Item 9 of the Schedule to the Regulations be amended to reflect the fact that the registration of a name takes place in a jurisdiction other than that in which the application is lodged;
(c) that Items 12 and 13 be amended to impose fees for lodgment of a company’s constituent documents in excess of 20 pages and a new Item 13A be inserted to impose fees for lodgment of amendments to a company’s constituent documents;
(d) that Item 38 of the Schedule to the Regulations be amended to reflect the fact that statements set out in Item 38 may, in the case of a company incorporated before 1 July 1982, be contained in the memorandum or articles of such a company;
(e) that Item 48 of the Schedule to the Regulations be amended to make it clear that each inspection under Item 48 is restricted to documents lodged by or in relation to a particular corporation or other person.
10. The accompanying Regulations are in accordance with resolutions of the Ministerial Council for Companies and Securities.