Corporations Amendment Regulations 2007 (No. 8)

Administered by Department of the Treasury

Legislation au F2007L01898 Regulations Not in force Legislative Instrument

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EXPLANATORY STATEMENT

Select Legislative Instrument 2007 No. 199

Issued by the authority of the Parliamentary Secretary to the Treasurer

Corporations Act 2001

Corporations Amendment Regulations 2007 (No. 8)

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.

Section 601CDA of the Act, recently introduced by the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007, exempts companies, incorporated in a country that is prescribed in the Corporations Regulations 2001 (the Principal Regulations), from the requirement to lodge information or a copy of a document with the Australian Securities and Investments Commission (ASIC) that is already lodged with an authority of the prescribed foreign country whose functions include functions equivalent to any of those of ASIC.

The aim is to reduce the administrative burden of registration and the ongoing filing requirements by decreasing the information or copies of documents required to be lodged with ASIC.

The Regulations amend the Corporations Regulations 2001 (the Principal Regulations) to list New Zealand as a prescribed country.

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 commence on the commencement of Schedule 2 to the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Details of the Regulations are set out in the Attachment.


ATTACHMENT

Details of the Corporations Amendment Regulations 2007 (No. 8)

Regulation 1 – Name of Regulations

This regulation provides that the title of the Regulations is the Corporations Amendment Regulations 2007 (No. 8).

Regulation 2 – Commencement

This regulation provides that the Regulations commence on the commencement of Schedule 2 to the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Regulation 3 – Amendment of Corporations Regulations 2001

This regulation provides that the Corporations Regulations 2001 (the Principal Regulations) are amended as set out in Schedule 1.

Schedule 1 – Amendment

Regulation [1] – Regulation 5B.2.05

Regulation [1] of Schedule 1 to the Regulations prescribes the country of New Zealand for the purposes of paragraph 601CDA(a) of the Corporations Act, as introduced in the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Regulation 5B.2.05 sits under section 601CDA which is included in Division 2 of Part 5B.2 of the Corporations Act 2001 in relation to foreign companies and is drafted as a table including New Zealand as Item 1, which will allow other countries to be prescribed in the future, if comparable arrangements are reached.

Regulation 5B.2.05 will also sit under section 601CTA, inserted in Division 3 of Part 5B.2 of the Corporations Act in relation to foreign bodies by the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007 and therefore New Zealand is also prescribed in relation to those bodies.

Overview

The Corporations Amendment Regulations 2007 (No. 8) were enacted to address the administrative burden on companies incorporated in countries with regulatory frameworks comparable to Australia's, specifically New Zealand. These regulations were introduced to streamline the registration and ongoing filing requirements for such companies, reducing the need for duplicate submissions to the Australian Securities and Investments Commission (ASIC) if the information is already lodged with an equivalent foreign authority. Issued under the authority of the Parliamentary Secretary to the Treasurer, these regulations amend the Corporations Regulations 2001 to list New Zealand as a prescribed country eligible for this exemption. The regulations reflect the intent to foster closer economic relations with New Zealand and are in line with the requirements under the Corporations Agreement 2002, which mandates consultation with and approval from at least three state and territory ministers before enacting regulations. The regulations commenced on the same day as the commencement of Schedule 2 of the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Scope and Application

The Corporations Amendment Regulations 2007 (No. 8) amend the Corporations Regulations 2001 to implement a recent change in the Corporations Act 2001, which exempts companies incorporated in New Zealand from certain information lodging requirements with the Australian Securities and Investments Commission (ASIC). This amendment is intended to reduce the administrative burden on these foreign companies by allowing them to rely on information already lodged with the equivalent regulatory authority in New Zealand. The regulation applies to any company incorporated in New Zealand and conducting business in Australia, thereby reducing duplication of effort and administrative costs. The Regulations have a national jurisdictional reach across Australia, as the regulation of corporations is a Commonwealth matter under the Corporations Agreement 2002. The amendments to the Principal Regulations are made in accordance with the legislative requirements, including consultation and approval from the Ministerial Council for Corporations and a waiver of the public disclosure period.

Key Provisions

The Corporations Amendment Regulations 2007 (No. 8) amend the Corporations Regulations 2001 to list New Zealand as a prescribed country under section 601CDA of the Corporations Act 2001 (the Act). This amendment is designed to reduce the administrative burden on companies incorporated in New Zealand by exempting them from the requirement to lodge information or copies of documents with the Australian Securities and Investments Commission (ASIC) that are already lodged with the New Zealand authorities. Regulation 5B.2.05 of Schedule 1 specifies New Zealand as a prescribed country for these purposes. The regulations impose specific obligations on companies incorporated in New Zealand that operate in Australia. These companies are no longer required to submit duplicate information to ASIC if the same information has already been lodged with the appropriate New Zealand authorities. This exemption applies to both the initial registration process and ongoing filing requirements. By complying with these regulations, companies can streamline their administrative processes and reduce the duplication of efforts. Failure to comply with the Corporations Act and the associated regulations may result in civil or criminal penalties. While the specific penalties for non-compliance with these regulations are not outlined in the explanatory statement, it is important to note that breaches of the Corporations Act can lead to significant consequences. For companies, penalties can include substantial fines and, in severe cases, criminal charges for directors or officers involved in the breach. Additionally, regulatory action by ASIC could lead to further administrative and reputational consequences for non-compliant entities.

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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.