Companies (Transitional Provisions) Regulations
Statutory Rules 1982 No. 122 as amended
made under the
Companies (Transitional Provisions) Act 1981
This compilation was prepared on 24 August 2001
[Note: The enabling legislation for these Statutory Rules was repealed by Act No. 55 of 2001]
Prepared by the Office of Legislative Drafting,
Attorney-General’s Department, Canberra
Contents
Page
1 Citation [see Note 1]
2 Interpretation
3 Notice relating to continuation of registration of a foreign company
Schedule Companies (Transitional Provisions) Form
Notes
1 Citation [see Note 1]
These Regulations may be cited as the Companies (Transitional Provisions) Regulations.
2 Interpretation
(1) In these Regulations, the Act means the Companies (Transitional Provisions) Act 1981.
(2) In the form in the Schedule, unless the contrary intention appears, a reference to a section or subsection shall be taken as a reference to that section or subsection of the Act.
3 Notice relating to continuation of registration of a foreign company
A notice lodged under sub-section 30 (2) of the Act shall be in accordance with the form in the Schedule.
Schedule Companies (Transitional Provisions) Form
(regulation 3)
(subsection 30 (2))
COMPANIES (TRANSITIONAL PROVISIONS) FORM
Registered no.:
Companies (Transitional Provisions) Act 1981
NOTICE LODGED BY FOREIGN COMPANY RELATING TO ITS REGISTRATION
......................................…………….. Limited, a corporation formed outside Australia and the external Territories, being, under subsection 30 (1), deemed to be registered as a foreign company under the Companies Act 1981, gives notice that:
* it wishes to continue to be registered as a foreign company under that Act.
* it does not wish to continue to be registered as a foreign company under that Act and wishes to be registered as a foreign company under the law of (1)
......................................................................…
Signature of *director/*secretary/*principal
executive officer
‑‑‑‑‑‑‑‑‑‑‑
* Strike out if inapplicable.
(1) Specify a participating State or participating Territory, being a State or Territory under the law of which the corporation was registered as a foreign company immediately before the commencement of the Companies Act 1981. Under subsection 30 (3), a State or Territory cannot be specified if the corporation has specified a different State or Territory in a notice under a provision of the law of a participating State or participating Territory corresponding to subsection 30 (2).
Notes to the Companies (Transitional Provisions) Regulations
Note 1
The Companies (Transitional Provisions) Regulations (in force under the Companies (Transitional Provisions) Act 1981) as shown in this compilation comprise Statutory Rules 1982 No. 122 amended as indicated in the Tables below.
Table of Statutory Rules
Year and
number | Date of notification
in Gazette | Date of
commencement | Application, saving or
transitional provisions |
1982 No. 122 (a) | 16 June 1982 | 16 June 1982 | |
(a) The form of introductory words used to make Statutory Rules 1982 No. 122 was as follows:
WHEREAS it is provided by subsection 35 (2) of the Companies (Transitional Provisions) Act 1981 that the power of the Governor-General to make regulations under that Act shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities established by the Agreement made on 22 December 1978 between the Commonwealth and the States as amended by the Agreement made on 24 February 1981:
AND WHEREAS the making of the following Regulations is in accordance with advice that is consistent with those resolutions:
NOW THEREFORE I, the Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council and in pursuance of section 4 of the Acts Interpretation Act 1901, hereby make the following Regulations under the Companies (Transitional Provisions) Act 1981.
Overview
The Companies (Transitional Provisions) Regulations, Statutory Rules 1982 No. 122, were made under the Companies (Transitional Provisions) Act 1981 to provide for the orderly transition of certain companies from the old registration system to the new one introduced by the Companies Act 1981. This legislation was enacted to address the need for a smooth transition from the old corporate registration system to the new one, ensuring that companies could continue their operations without significant disruption. The Regulations were prepared by the Office of Legislative Drafting, Attorney-General’s Department, Canberra. The primary policy objective was to facilitate the continuation of foreign companies' registration under the new legislative framework, thereby maintaining legal continuity and ensuring compliance with the new regulatory requirements.
Scope and Application
The Companies (Transitional Provisions) Regulations, made under the Companies (Transitional Provisions) Act 1981, apply to foreign companies that were previously registered under the Companies Act 1981 and wish to continue their registration as foreign companies under the new legislative framework. These Regulations provide a transitional mechanism for foreign companies to lodge notices indicating their desire to maintain their registration status. The Regulations are applicable to foreign companies that were registered under the Companies Act 1981 prior to the commencement of the Companies Act 1981. The scope of these Regulations is confined to the specific requirements for the continuation of registration of foreign companies, as outlined in the form provided in the Schedule. The geographic reach of these Regulations is limited to Australia and its territories, ensuring that the transitional provisions apply uniformly across jurisdictions that were previously covered by the Companies Act 1981. The Regulations do not extend to domestic companies or other entities not previously registered under the Companies Act 1981. Any amendments or further specifications concerning the application of these Regulations may be made through subordinate instruments, ensuring the continued adaptability of the transitional provisions.
Key Provisions
The Companies (Transitional Provisions) Regulations 1982, made under the Companies (Transitional Provisions) Act 1981, outline the procedures and requirements for foreign companies that wish to continue their registration under Australian law. Section 3 of the Regulations specifies that any notice lodged by a foreign company under sub-section 30(2) of the Act must comply with the prescribed form in the Schedule. The Regulations provide the form that must be used, which includes the company’s details, its intention to continue or cease registration as a foreign company, and any relevant specifications regarding participating States or Territories.
The Regulations impose obligations on foreign companies, ensuring they follow a standardised process when lodging notices regarding their registration status. Specifically, a foreign company must provide accurate and complete information in the notice, including its registered number, the reason for lodging the notice, and any relevant details concerning its registration under the law of a participating State or Territory. This requirement ensures that the Australian authorities have all necessary information to process the company's registration status correctly.
Failure to comply with the Regulations can lead to legal consequences. Although the Regulations themselves do not specify penalties for non-compliance, the underlying Act, the Companies (Transitional Provisions) Act 1981, may impose sanctions. Breaches of the Act can result in civil or criminal penalties, including fines and imprisonment, depending on the severity of the breach. The specific penalties are not detailed in the Regulations but would be governed by the broader provisions of the Companies Act 1981 and other related legislation. Therefore, foreign companies must adhere to the Regulations to avoid potential legal repercussions and ensure their continued registration in Australia.