EXPLANATORY STATEMENT
Statutory Rules 1989 No. 296
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 accompanying Regulations are also expressed to be made pursuant to section 4 of the Acts Interpretation Act 1901. That section provides that where an Act that does not come into operation immediately upon its enactment amends another Act in such a manner that the other Act, as amended, will confer power to make regulations then, unless the contrary intention appears, that power may be exercised before the amending Act comes into operation. Any regulations made pursuant to section 4 of the Acts Interpretation Act 1901 take effect on the day on which the Act concerned comes into operation or on the day on which the regulations would have taken effect if the amending Act had been in operation when the regulations were made, whichever is the later.
6. Part 2 of the Co-operative Scheme Legislation Amendment Act 1989 (the 1989 Act), being the Part of the 1989 Act for which these Regulations were made, was proclaimed to come into operation on 1 November 1989.
7. Particulars of the accompanying Regulations, which amend the Companies Regulations (the Regulations) by inserting new regulations 56B (Prescribed registers: subsections 31A(2), (3) and (4) of the Act) and 56C (Prescribed information: subsections 31A(3) and (4) of the Act), are set out below.
8. New regulation 56B prescribes the registers maintained by the Commission under the Act that may be searched by members of the public.
9. New regulation 56C prescribes the information that may be made available to the public from the prescribed registers
where those registers are maintained on the Commission’s computer system.
10. The following is a list of the registers that are prescribed in the new regulation 56B and a summary of the information that is prescribed in the new regulation 56C:
• register of deeds approved in accordance with Division 6 of Part IV of the Act:
- in relation to each deed, its registered number and date of registration, the name of the scheme established by the deed, the name of the trustee, the name of the management company, the nature of the interests offered under the scheme, and the date of registration of each amending deed;
• Register of Auditors:
- information on each auditor registered under subsection 23(1) of the Act;
• Register of Company Charges:
- information on each charge registered under subsection 203(2) of the Act;
• register of companies incorporated under section 35 of the Act:
- in respect of each company on the register, its full name, its date of incorporation, its registered number, its class, how its liability is limited, its principal activities, its registered office, the participating States and Territories in which its name is registered and the address of its principal office in each of those States and Territories, details of its capital;
• Register of Disqualified Company Directors and Other Officers:
- orders and notices registered under subsection 238A(1) of the Act;
• register of foreign companies registered in accordance with Division 5 of Part XIII of the Act:
- in respect of each foreign company on the registrer, its full name, its date and place of incorporation or formation, its class, how its liability is limited, its principal activities, its registered office, the participating States and Territories in which its name is registered and the address of its principal place of business in each of those States and Territories, its officers, its agent in the participating State or Territory in which it is registered, details of its capital;
• Register of Liquidators:
- particulars of each liquidator registered under subsection 24(1) of the Act;
• registrer kept for the purposes of subsection 86(6) of the Act:
- details of each corporation registered under subsection 86(6) of the Act;
• register of names reserved and registered in accordance with Division 2 of Part III of the Act:
- particulars of each name on the register, the number allocated to each name and the date on which each entry was made;
• Register of Official Liquidators:
- particulars of each official liquidator registered under subsection 24(2) of the Act.