EXPLANATORY STATEMENT
Statutory Rules 1983 No. 215
ISSUED BY THE AUTHORITY OF THE ATTORNEY-GENERAL
COMPANIES REGULATIONS (AMENDMENT)
Section 577 of the Companies Act 1981 (“the Act”) provides in sub-section (1) that the Governor-General may make regulations, not inconsistent with the Act, prescribing all matters that are necessary or convenient to be prescribed for carrying out or giving effect to the Act. Sub-section 577(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 regulation to the Federal
Executive Council for making by the Governor-General.
4. The accompanying regulation is consistent with a resolution of the Council passed at its meeting held on 14 July 1983.
5. The purpose of the regulation is to amend regulation 14 of the Companies Regulations (“the Regulations”) -
(a) to correct the references to two Tasmanian bodies corporate; and
(b) to reflect the enactment of the ANZ Executors and Trustee Company Act 1983 (Victoria).
6. Sub-section 5(1) of the Act provides that, unless the contrary intention appears, “authorized trustee corporation” means a body corporate that is declared by the Regulations to be an “authorized trustee corporation”. Section 192 of the Act provides that in respect of a transfer of marketable securities by an “authorized trustee corporation” to the beneficial owner of the marketable securities, a simplified instrument of transfer may be used. Regulation 14 of the Regulations lists those bodies corporate declared to be an “authorized trustee corporation” for the purposes of the Act.
7. Paragraph 14 (zg) of the Regulations incorrectly refers to “The Perpetual Trustees and National Executors of Tasmania Limited”. The correct citation is “Perpetual Trustees and National Executors of Tasmania Limited”. Paragraph 14 (zg) of the Regulations will be deleted and a new paragraph 14 (qa), referring to “Perpetual Trustees and National Executors of Tasmania Limited”, will be inserted.
8. Paragraph 14 (zh) of the Regulations incorrectly refers to “The Tasmanian Permanent Executors and Trustee Association Limited”. The correct citation is “Tasmanian Permanent Executors and Equity Trustees Limited”. Paragraph 14 (zh) of the Regulations will be deleted and a new paragraph 14 (zba), referring to “Tasmanian Permanent Executors and Equity Trustees Limited”, will be inserted.
9. The ANZ Executors and Trustee Company Act 1983 (Victoria) transferred the trustee business of the Trustee Executors and Agency Company Limited (“TEA”) to the ANZ Executors and Trustee Company Limited (“ANZ”). It is proposed that TEA will remain an “authorized trustee corporation” pending the complete transfer of its trustee business to ANZ. However, the ANZ Executors and Trustee Company Act 1983 (Victoria) has changed the name of TEA to “TEA (1983) Limited”.
10. A new paragraph 14 (aa), referring to “ANZ Executors and Trustee Company Limited”, will be inserted in the Regulations to reflect the transfer of trustee business from TEA to ANZ. Paragraph 14 (zi), referring to “The Trustees Executors and Agency Company Limited” will be deleted, and a new paragraph 14 (zab), referring to “TEA (1983) Limited”, will be inserted. This amendment will reflect the change in name of TEA to TEA (1983) Limited effected by the ANZ Executors and Trustee Company Act 1983 (Victoria).