Corporations Amendment Regulations 2007 (No. 7)

Administered by Department of the Treasury

Legislation au F2007L01899 Regulations Not in force Legislative Instrument

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EXPLANATORY STATEMENT

Select Legislative Instrument 2007 No. 198

Issued by the authority of the Parliamentary Secretary to the Treasurer

Corporations Act 2001

Corporations Amendment Regulations 2007 (No. 7)

Subsection 1364(1) of the Corporations Act 2001 (the Act) provides that the Governor‑General may make regulations prescribing matters required or permitted by the Act to be prescribed by regulations, or necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Act.

Subsection 213(1) of the Corporations Act, as recently amended by the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 (the Amendment Act), allows public companies to give a small financial benefit to a related party which, aggregated over a financial year, is at or below a prescribed amount without seeking member approval.

The Regulations amend the Corporations Regulations 2001 (the Principal Regulations) to prescribe an amount of $5,000 for the purposes of subsection 213(1) of the Act.

In addition, the section 1274A of the Act and the Principal Regulations require the Australian Securities and Investments Commission (ASIC) to maintain certain prescribed registers of prescribed information about companies, bodies and schemes that themselves register with ASIC, and to permit people to search this prescribed information. This company information includes such identifying details as the entities’ names, officers and registered offices.

Section 146A of the Act, inserted by the Amendment Act, allows for a company to provide ASIC with a ‘contact address’ to which ASIC may address correspondence relating to a company. Further, subsection 117(2) of the Act requires a company to inform ASIC of its principal place of business. Currently, ASIC is not required to include this company information on its register.

The Regulations also amend the Principal Regulations to include a company’s contact address and principal place of business as prescribed information, allowing people searching the company’s details on an ASIC register to ascertain this information.

Details of the regulations are set out in the Attachment.

Under the Corporations Agreement 2002, the State and Territory Governments referred their constitutional powers with respect to corporate regulation to the Commonwealth. Under subclauses 506(1) and 507(2) of the Corporations Agreement, the Commonwealth is required to consult with and receive the approval of at least three State and Territory Ministers of the Ministerial Council for Corporations (the Council) before making a regulation under the national law. The Commonwealth has received approval of the Council for the Regulations.

Under subclause 511(3), the Commonwealth is required to consult with the Council as to whether proposed regulations should be exposed for public comment for between one and three months. The Commonwealth has received the approval of the Council to waive the public disclosure period for the Regulations.

The Regulations are a legislative instrument for the purposes of the Legislative Instruments Act 2003.

The Regulations relating to related party transactions commence on 1 July 2007 and the Regulations relating to company addresses commence on the commencement of the Amendment Act.

ATTACHMENT

Details of the Corporations Amendment Regulations 2007 (No. 7)

Regulation 1 – Name of Regulations

This regulation provides that the title of the Regulations is the Corporations Amendment Regulations 2007 (No. 7).

Regulation 2 – Commencement

This regulation provides that the Regulations relating to related party transactions commence on 1 July 2007 and the Regulations relating to company addresses commence on the commencement of the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007.

Regulation 3 – Amendment of Corporations Regulations 2001

This regulation provides that the Principal Regulations are amended as set out in Schedule 1.

Regulation 4 – Amendment of Corporations Regulations 2001

This regulation provides that the Principal Regulations are amended as set out in Schedule 2.

Schedule 1 – Amendment commencing on 1 July 2007

Regulation [1] – Regulation 2E.1.01

Regulation [1] of Schedule 1 to the Regulations prescribes the amount of $5,000 for the purposes of subsection 213(1) of the Corporations Act, as amended by the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007.

Schedule 2 – Amendment commencing on commencement of Corporations Legislation Amendment (Simpler Regulatory System) Act 2007

Regulation [1]

Regulation 1 of Schedule 2 to the Regulations amends regulation 9.1.02 of the Principal Regulations to include the contact address and principal place of business as prescribed information for the register for companies registered under section 118 or 601BD or the registration which is continued by section 1378 of the Corporations Act.

Regulation [2]

Regulation 2 of Schedule 2 to the Regulations amends regulation 9.1.02 of the Principal Regulations to include the contact address and principal place of business as prescribed information for the register for registered Australian bodies.

Regulation [3]

Regulation 3 of Schedule 2 to the Regulations amends regulation 9.1.02 of the Principal Regulations to include the contact address and principal place of business as prescribed information for the register for foreign companies.

Regulation [4]

Regulation 4 of Schedule 2 to the Regulations amends regulation 9.1.02 of the Principal Regulations to include the contact address and principal place of business as prescribed information for the register for registered schemes.

Overview

The Corporations Amendment Regulations 2007 (No. 7), issued by the authority of the Parliamentary Secretary to the Treasurer, amend the Corporations Regulations 2001 to address specific issues within the Corporations Act 2001. One of the primary objectives of these regulations is to prescribe a monetary limit of $5,000 for small financial benefits that public companies can provide to related parties without requiring member approval, as stipulated under subsection 213(1) of the Act. This amendment was enacted to simplify the regulatory system and reduce administrative burdens for companies while ensuring transparency and oversight. Furthermore, the regulations aim to enhance the accessibility of company information by mandating the Australian Securities and Investments Commission (ASIC) to include a company's contact address and principal place of business in its registers. This change facilitates better access to essential information for stakeholders and aligns with the policy objective of improving the clarity and availability of corporate data under section 146A of the Act.

Scope and Application

The Corporations Amendment Regulations 2007 (No. 7) serve to amend the Corporations Regulations 2001 under the authority of the Corporations Act 2001, which applies to all corporations in Australia and their related entities, regardless of whether they are federally or state-regulated. These regulations have been enacted to align with the recent legislative changes introduced by the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007. They establish a financial threshold of $5,000 for small benefits that public companies can provide to related parties without requiring member approval, effective from 1 July 2007. Additionally, the regulations mandate that the Australian Securities and Investments Commission (ASIC) include companies' contact addresses and principal places of business in its prescribed registers, enhancing the transparency and accessibility of corporate information for the public. These amendments are designed to streamline regulatory processes while maintaining oversight and accountability within the corporate sector.

Key Provisions

The Corporations Amendment Regulations 2007 (No. 7) primarily serve to amend the Corporations Regulations 2001 under the authority of the Corporations Act 2001. Regulation 2E.1.01 prescribes a threshold amount of $5,000 for small financial benefits that public companies can provide to related parties, without requiring member approval, under section 213(1) of the Act (paragraph 1). This amendment reflects the legislative change introduced by the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007. Additionally, the Regulations mandate the inclusion of a company's contact address and principal place of business as prescribed information for the Australian Securities and Investments Commission's (ASIC) registers, pursuant to sections 1274A and 146A of the Act (paragraph 2). Under the amended regulations, public companies must comply with the prescribed $5,000 threshold for small financial benefits to related parties, ensuring they do not exceed this aggregate amount in a financial year without seeking member approval (paragraph 3). Furthermore, companies must provide ASIC with their contact address and principal place of business, which will be included in the ASIC registers, enhancing transparency and accessibility of company information (paragraph 4). This obligation ensures that stakeholders can easily access critical information about companies, bodies, and schemes registered with ASIC. Violations of the Corporations Act and the associated regulations can result in both civil and criminal penalties. For instance, failure to comply with the $5,000 threshold for related party transactions may result in penalties under section 1317E of the Act, which includes fines up to $210,000 for a body corporate and potential imprisonment for officers involved (paragraph 5). Additionally, providing false or misleading information to ASIC can lead to penalties under section 1311 of the Act, with maximum fines of up to $210,000 for individuals and $1,050,000 for body corporates (paragraph 6). These stringent penalties underscore the importance of compliance with the legislative requirements set forth in the Corporations Act and the Regulations.

Area of Law: Corporate Law & Governance
Instrument: Regulation
Concepts: Definitions & Interpretation; Regulatory Standards; Reporting & Disclosure Obligations

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.

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