EXPLANATORY STATEMENT
STATUTORY RULES 1986 NO. 145
ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL
COMPANIES (FEES) REGULATIONS (AMENDMENT)
Sub-section 5(1) of the Companies (Fees) Act 1981 (“the Act”) provides in 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 (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 Act 1981;
(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 Ministerial Council or 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 Fee | | New Fee | |
| $ | | $ | |
| 1 | | 1 | |
| 5 | | 6 | |
| 6 | | 7 | |
| 9 | | 10 | |
| 12 | | 13 | |
| 18 | | 20 | |
| 24 | | 27 | |
| 30 | | 33 | |
| 35 | | 39 | |
| 41 | | 46 | |
| 48 | | 55 | |
| 60 | | 65 | |
| 70 | | 80 | |
| 90 | | 100 | |
| 95 | | 105 | |
| 120 | | 135 | |
| 140 | | 155 | |
| 175 | | 195 | |
| 240 | | 270 | |
| 300 | | 330 | |
| 350 | | 390 | |
| 590 | | 660 | |
10. To obtain the new levels of fees, the old fees were (with the exception set out in the next paragraph) 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:
• below $50 - to the nearest dollar;
• between $50 and $200 - to the nearest $5; and
• over $200 - to the nearest $10.
11. The fee of $1 has been retained but, in a number of instances, now applies in respect of each page of a copy of a document rather than each two pages or part thereof, as had been the case between 1 July 1982 and 30 June 1986 (inclusive).
Overview
The Companies (Fees) Regulations (Amendment) 1986 was enacted to address the need for updated fee structures in line with inflation and changing administrative costs. This legislative instrument amends the Companies (Fees) Regulations 1981, which were originally established under the Companies (Fees) Act 1981. The objective of this amendment is to align the fees payable for various services rendered by the Commission and the Ministerial Council with the Consumer Price Index increase observed between the March quarter of 1984 and the December quarter of 1985. These amendments were made in accordance with the resolutions of the Ministerial Council for Companies and Securities and were subsequently submitted to the Federal Executive Council for formal enactment by the Governor-General. The new fee schedule introduces incremental increases across different fee brackets, ensuring that the fees remain reflective of current economic conditions while maintaining a structured approach to fee increments based on the value of the fees.
Scope and Application
The Companies (Fees) Regulations (Amendment) Statutory Rules 1986 pertains to the Companies (Fees) Act 1981, under which the Governor-General is empowered to establish regulations for fees charged for various company-related services and transactions, up to a maximum of $1,000. This authority is exercised in accordance with advice that aligns with resolutions of the Ministerial Council for Companies and Securities. The Council, established by an agreement between the Commonwealth and the States, oversees a cooperative framework for uniform company law and securities regulation across the Commonwealth, states, and the Australian Capital Territory. The regulations are a direct result of the Council’s approval of draft amending regulations, which the Commonwealth then submits to the Federal Executive Council for enactment by the Governor-General. These regulations, which come into effect on 1 July 1986, replace the existing Schedule of fees with a new one, adjusting the fees to reflect the increase in the Consumer Price Index from the March quarter of 1984 to the December quarter of 1985. The new fees, rounded according to specific criteria, apply to services such as the lodgment of documents, registration, inspection, and production of documents by the Commission, and various other acts under the Act.
Key Provisions
The Companies (Fees) Regulations (Amendment) Statutory Rules 1986 No. 145, issued under the authority of the Attorney-General, primarily amend the existing Companies (Fees) Regulations by introducing a new Schedule of fees, effective from 1 July 1986 (Regulation 1). This new Schedule replaces the previous fees that came into operation on 1 October 1984 (Regulation 2). The fees prescribed in the new Schedule (Regulation 8) are payable for various services provided by the Commission under the Companies Act 1981, including the lodgment of documents, registration and inspection of documents, issuance of documents, and other services related to company administration. The fees are calculated based on the Consumer Price Index increase between the March quarter of 1984 and the December quarter of 1985, rounded according to specific criteria (Regulation 10). Additionally, the $1 fee has been adjusted to apply per page of a document rather than per two pages or part thereof (Regulation 11).
The Regulations impose several obligations on the parties governed by the Act. Companies and individuals required to lodge documents or seek services from the Commission must pay the fees as prescribed in the new Schedule. This includes paying fees for the lodgment of documents, registration of documents, inspections or searches of registers, production of documents under subpoena, issuance of documents, and making inquiries or applications to the Council or Commission. The fees are intended to cover the costs associated with providing these services and ensuring the efficient administration of company law and securities regulation in Australia. Compliance with these fee structures is essential to maintain the integrity of the registration and regulatory processes.
Breach of the obligations outlined in the Regulations may lead to various civil and criminal consequences. While specific offences and penalties are not explicitly detailed in the provided text, it is reasonable to infer that non-payment of the prescribed fees or failure to comply with the regulatory requirements could result in enforcement actions by the relevant authorities. Such actions might include fines, legal proceedings, or other administrative penalties. Given the nature of the Act and the regulatory framework, penalties could potentially include fines that reflect the seriousness of the breach, as well as any additional costs incurred by the authorities in enforcing compliance. The exact penalties would be determined by the applicable laws and the specific circumstances of the breach.