EXPLANATORY STATEMENT
Statutory Rules 1989 No. 370
Issued by the Authority of the Attorney-General
Companies Regulations (Amendment)
Subsection 577(1) of the Companies Act 1981 (the Act) provides 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. Subsection 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 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 Regulations by amending the lists of prescribed universities and prescribed institutions to reflect changes that have occurred to tertiary institutions in the Northern Territory of Australia.
6. Details of the accompanying Regulations are as follows.
Regulation 1: Prescribed universities
This regulation amends regulation 21 of the Regulations by inserting “Northern Territory University” in the list of prescribed universities.
Regulation 2: Prescribed institutions
This regulation amends regulation 22 of the Regulations by omitting “Darwin Institute of Technology” from the list of prescribed institutions. The Institute has merged with the University College of the Northern Territory to form a new institution known as the Northern Territory University. The new university has been included in the list of universities prescribed under regulation 21 of the Regulations.
Overview
The Companies Regulations (Amendment) 1994 was enacted to address the need for updates in the regulatory framework concerning tertiary institutions within the Northern Territory, ensuring the lists of prescribed universities and institutions reflect current institutional structures. This statutory rule was issued under the authority of the Attorney-General and was made in accordance with a resolution from the Ministerial Council for Companies and Securities, established under the Agreement between the Commonwealth and the States. The primary policy objective of the amendment is to align the regulatory requirements with the changes in the educational landscape of the Northern Territory, specifically the merger of the Darwin Institute of Technology with the University College of the Northern Territory to form the Northern Territory University. This amendment ensures that the updated lists of prescribed entities accurately represent the current status of tertiary education institutions in the region, thereby maintaining the integrity and effectiveness of the regulatory scheme.
Scope and Application
The Companies Regulations (Amendment) Statutory Rules 1989 No. 370 apply to the regulation of companies under the Companies Act 1981, specifically focusing on updating the lists of prescribed universities and institutions to reflect changes in tertiary institutions within the Northern Territory of Australia. These regulations are made in accordance with advice from the Ministerial Council for Companies and Securities and are subject to the framework established by the Agreement between the Commonwealth and the States. They aim to ensure that the lists of prescribed entities remain current and accurate, thereby facilitating the administration of the Act. The regulations are applicable nationally, covering all states and territories within Australia. Any exclusions or exemptions are not specified within the provided text, but they are intended to maintain the integrity and effectiveness of the co-operative scheme for company law. The regulations may be further detailed or extended through additional subordinate instruments as needed to align with ongoing changes in educational institutions.
Key Provisions
The Companies Regulations (Amendment) Statutory Rules 1989 No. 370 amend the Companies Regulations by updating the lists of prescribed universities and institutions, reflecting recent changes in tertiary education in the Northern Territory. Specifically, Regulation 1 (in the accompanying Regulations) adds "Northern Territory University" to the list of prescribed universities (regulation 21), and Regulation 2 (in the accompanying Regulations) removes "Darwin Institute of Technology" from the list of prescribed institutions (regulation 22), due to its merger with the University College of the Northern Territory to form the new institution (regulation 21). These amendments ensure that the regulatory framework remains current and accurate.
Under the amended Regulations, parties and entities subject to the Companies Act 1981 are required to comply with the updated lists of prescribed universities and institutions. This means that any references or requirements in the Act that pertain to prescribed universities or institutions will now include the Northern Territory University and exclude the Darwin Institute of Technology. The obligation to stay informed about these changes falls upon those who must comply with the Act, ensuring that their practices and documentation reflect the current regulatory status.
Failure to comply with the updated lists of prescribed universities and institutions as stipulated in the amended Regulations could potentially lead to various consequences. While the Explanatory Statement does not explicitly outline specific offences or penalties for non-compliance, breaches of the Companies Act 1981 or its regulations can generally result in civil or criminal penalties. The severity of these penalties can vary depending on the nature and extent of the breach, but they may include fines or other sanctions as prescribed by the Act. In the case of serious or repeated breaches, more severe penalties could apply, potentially leading to imprisonment for individuals found guilty of criminal offences.