EXPLANATORY STATEMENT
Statutory Rules 1989 No. 297
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).
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.
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.
The accompanying Regulations are in accordance with a resolution made by the Council.
The Regulations are also expressed to be made under 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 under 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.
It is expected that Part 3 of the Co-operative Scheme Legislation Amendment Act 1989 (the 1989 Act), being the Part of the 1989 Act with which these Regulations are concerned, will come into operation on 1 November 1989.
The purpose of the Regulations is to amend the Companies Regulations to:
(i) define “securities exchange” for the purpose of the Buy-Back amendments in Part 3 of the 1989 Act by reference to a list of stock exchanges set out in subregulation 15(2) of the Companies Regulations; and
(ii) prescribe maximum fees which may be charged to shareholders and other persons inspecting and/or receiving copies of registers of buy-backs which the amendments effected by Part 3 of the 1989 Act will require companies to maintain.