EXPLANATORY STATEMENT
Statutory Rules 1990 No. 295
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 for the purposes of 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 of the Council.
5. The Regulations add information to the annual return form for companies to facilitate the updating of the national companies database and verify the integrity of the details already on State and Territory computer databases.
6. The accompanying Regulations amend the annual return form for companies (Form 66 in Schedule 2 of the Regulations) by adding the following:
place of incorporation - at present, this is not stated separately;
details of the company’s principal business office in Australia - in many cases this could be different from any of the registered office addresses on State CACs’ databases;
details about options issued - at present, options are required to be included in the directors* report (subsection 270(4) of the Companies Act refers). Inclusion of the information on the annual return form will facilitate its addition to the database, through computer terminals. The alternative, of isolating information from the narrative directors’ report, would be very costly and time-consuming;
supplementary information about members - an indication as to whether members are officers of the company, whether shares are fully paid and whether they are held beneficially or not. Some of this information could be
deduced from an analysis of the return form, however, such a task would not be consistent with the speedy computerisation of company information;
registered number of a company’s ultimate holding company - at present, only the name and place of incorporation are required,
information about trusts - companies acting as trustees will be asked to disclose liabilities incurred in that capacity as well as the corresponding right of indemnification out of trust assets. At present, companies are required to disclose this information, however, there is no provision for its inclusion on the current annual return form;
the declaration at the foot of the return is augmented to include a reference to it being complete as well as merely correct (the existing requirement); and
the statement of changes form, which accompanies the annual return, includes several minor additions, ie inclusion of the company’s number, where the company has ceased to carry on business, a different form of consent to the listing of the company’s registered office address and an indication as to whether changes have been previously notified.