EXPLANATORY STATEMENT
Statutory Rules 1989 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, 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 including in the list of authorised trustee corporations two new corporations that have been approved by Council, by amending the list of authorised trustee corporations to include the current names of two corporations that have changed their names and by amending the lists of prescribed universities and prescribed institutions to reflect the fact that an institute of technology has changed its status to that of a university.
6. Details of the accompanying Regulations are as follows.
Regulation 1: Commencement
This regulation prescribes 1 November 1989 as the date on which the amendments to the Companies Regulations (the Regulations) came into operation.
Regulation 2: Definition of “authorised trustee corporation”
This regulation amends regulation 14 of the Regulations by including “Eagle Star Trustees Limited” and “R & I Trustees Limited” in the list of corporations approved by Council as authorised trustee corporations.
The regulation also amends regulation 14 to take account of changes of name by two authorised trustee corporations: “National Trustees Executors and Agency Company of Australasia Limited” has changed its name to “National Mutual Trustees Limited” while “Queensland Trustees Limited” has changed its
name to “Perpetual Trustees Queensland Limited”.
Regulation 3: Prescribed universities
This regulation amends regulation 21 of the Regulations by inserting “Queensland University of Technology” in the list of prescribed universities.
Regulation 4: Prescribed institutions
This regulation amends regulation 22 of the Regulations by omitting “Queensland Institute of Technology” from the list of prescribed institutions. The institute has changed its status to that of a university and, as a consequence, it has been included in the list of universities prescribed under regulation 21 of the Regulations.
Overview
The Companies Regulations (Amendment) Statutory Rules 1989 No. 295, issued under the authority of the Attorney-General, address the need to update the Companies Regulations to reflect changes in the names of authorised trustee corporations and the status of educational institutions. Enacted in 1989, these regulations aim to maintain the accuracy and relevance of the regulatory framework for companies, in accordance with the Companies Act 1981. The Ministerial Council for Companies and Securities, established under an Agreement between the Commonwealth and the States, approved these amendments, ensuring a cooperative approach to company law regulation across Australia. The primary objective of these regulations is to ensure that the list of authorised trustee corporations and prescribed educational institutions accurately reflects current names and statuses, thereby facilitating compliance with the Act.
Scope and Application
The Companies Regulations (Amendment) Statutory Rules 1989 No. 295 apply to entities within the scope of the Companies Act 1981. The regulations pertain specifically to the incorporation and management of companies, including the authorised trustee corporations, prescribed universities, and prescribed institutions. The regulatory amendments include the addition of new authorised trustee corporations, the updating of names for existing authorised trustee corporations, and the reclassification of an institute of technology as a university in the context of prescribed institutions. Geographically, these regulations apply across the Commonwealth, aligning with the co-operative scheme established under the Agreement between the Commonwealth and the States. The amendments are made in accordance with the Ministerial Council for Companies and Securities and the federal legislative process, ensuring consistency and uniformity across jurisdictions. Exclusions or exemptions from these regulations are not explicitly stated, but they are intended to be consistent with the overarching provisions of the Companies Act 1981. The regulations may be further extended or restricted through subordinate instruments, as authorised by the Act.
Key Provisions
The Companies Regulations (Amendment) Statutory Rules 1989 No. 295, issued under the authority of the Attorney-General, introduce amendments to the Companies Regulations. The primary operative sections of these regulations, as referenced, include the commencement date (Regulation 1), the definition of "authorised trustee corporation" (Regulation 2), and amendments to the lists of prescribed universities and institutions (Regulations 3 and 4). Regulation 1 specifies that the amendments came into effect on 1 November 1989. Regulation 2 updates the list of authorised trustee corporations by adding two new corporations, Eagle Star Trustees Limited and R & I Trustees Limited, and by reflecting the name changes of existing corporations, such as National Mutual Trustees Limited and Perpetual Trustees Queensland Limited. Regulation 3 inserts Queensland University of Technology into the list of prescribed universities, while Regulation 4 removes Queensland Institute of Technology from the list of prescribed institutions due to its change in status to a university.
The Companies Regulations (Amendment) impose specific obligations and requirements on the entities governed by these regulations. Corporations that are authorised to act as trustees must now include Eagle Star Trustees Limited and R & I Trustees Limited in their list of approved trustee corporations, and they must reflect the updated names of existing corporations. Additionally, institutions that wish to be recognised as prescribed universities or institutions must ensure that their names and statuses are correctly listed in the regulations. The amendments require these entities to update their records and documentation to comply with the new provisions.
Failure to comply with the provisions of these regulations may result in various consequences. While the explanatory statement does not explicitly detail the penalties for non-compliance, under the general provisions of the Companies Act 1981, breaches of the regulations could lead to civil or criminal liabilities. Civil penalties may include fines or orders for rectification, while criminal penalties could result in imprisonment or substantial fines, depending on the severity and nature of the breach. The maximum penalties would be determined by the specific provisions of the Companies Act 1981 and any relevant case law.