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).
Overview
The Companies Regulations (Amendment) Statutory Rules 1983 No. 215 were enacted in 1983 under the authority of the Attorney-General to address specific discrepancies and updates required in the Companies Regulations 1981, ensuring consistency with newly enacted legislation and correcting references to Tasmanian trustee companies. The amendments were made in accordance with the advice from the Ministerial Council for Companies and Securities, reflecting the co-operative Commonwealth-State scheme for a uniform system of law and administration in relation to company law. The primary objective of these regulations is to correct errors in the references to certain Tasmanian trustee companies and to update the list of authorised trustee corporations to incorporate changes resulting from the ANZ Executors and Trustee Company Act 1983 (Victoria).
Scope and Application
The Companies Regulations (Amendment) Statutory Rules 1983 No. 215 amends the Companies Regulations 1981 under the authority of the Companies Act 1981, with the objective of ensuring accurate references to certain authorised trustee corporations and updating the list to reflect recent legislative changes. This amendment applies to all bodies corporate listed as authorised trustee corporations within the regulations, facilitating the transfer of marketable securities by these entities. The scope of this regulation is national, encompassing all states and territories in Australia, given the co-operative Commonwealth-State scheme for uniform company law and securities regulation established by the Ministerial Council for Companies and Securities. The amendments correct typographical errors in the names of two Tasmanian corporations and update the name of the Trustee Executors and Agency Company Limited to reflect changes made by the ANZ Executors and Trustee Company Act 1983 (Victoria). These changes ensure the accuracy and relevance of the regulatory framework governing authorised trustee corporations in the transfer of marketable securities.
Key Provisions
The Companies Regulations (Amendment) Statutory Rules 1983 No. 215 amends the Companies Regulations by updating references to specific entities and reflecting legislative changes. Specifically, section 7 of the amendment corrects the citations of two Tasmanian entities listed in regulation 14 (paragraphs 14(zg) and 14(zh)) to reflect their accurate names, "Perpetual Trustees and National Executors of Tasmania Limited" and "Tasmanian Permanent Executors and Equity Trustees Limited" respectively. Additionally, the amendment addresses the transfer of trustee business from Trustee Executors and Agency Company Limited ("TEA") to ANZ Executors and Trustee Company Limited ("ANZ") as per the ANZ Executors and Trustee Company Act 1983 (Victoria). Regulation 14 is updated to include a new reference to ANZ Executors and Trustee Company Limited (paragraph 14(aa)) and to reflect the change in TEA's name to TEA (1983) Limited (paragraph 14(zab)).
These amendments impose certain obligations on the entities involved. The Perpetual Trustees and National Executors of Tasmania Limited and Tasmanian Permanent Executors and Equity Trustees Limited must ensure their correct citation is used in all relevant documents and communications to avoid any confusion or legal discrepancies. TEA (1983) Limited and ANZ Executors and Trustee Company Limited must also ensure they are accurately identified in all documents following the legislative changes and business transfers. The amendments require these entities to update their corporate records, legal filings, and any other relevant documentation to reflect these changes accurately and promptly.
Failure to comply with these regulatory amendments could potentially lead to legal complications. While the Explanatory Statement does not explicitly outline specific penalties for non-compliance with these amendments, it is reasonable to infer that any inaccuracies in entity citations or failure to update corporate records could result in administrative penalties under the Companies Act 1981. These penalties may include fines or other enforcement actions taken by regulatory authorities to ensure compliance with corporate law requirements. The precise penalties would depend on the specific circumstances and the extent of the non-compliance.