Corporations (Fees) Regulations (Amendment) 1995 No. 346
EXPLANATORY STATEMENT
STATUTORY RULES 1995 No. 346
Issued by the Authority of the Attorney-General
Corporations Act 1989
Corporations (Fees) Regulations (Amendment)
Section 22 of the Corporations Act 1989 (the Act) empowers the Governor-General to make regulations not inconsistent with the Act or the Corporations Law (the Law), prescribing matters which are required or permitted by the Law to be prescribed by regulations, or are necessary or convenient to be prescribed by regulation for carrying out or giving effect to the Law.
Section 25 of the Act provides that the regulations may prescribe fees (including fees that are taxes) for chargeable matters. Under section 9 of the Law, chargeable matters include the lodgment, registration or submission for examination of documents under the Law.
The purpose of the amendments to the Corporations (Fees) Regulations is to facilitate the operation of the provisions of the First Corporate Law Simplification Act 1995. This Act is the first in a proposed series of Acts which will simplify the Corporations Law and make it capable of being understood so that users can act on their rights and carry out their responsibilities under the Law. The objective is to streamline the Law, remove unnecessary complexities, maintain effective protection for investors and bring cost benefits to business.
Details of Corporations (Fees) Regulations Amendments
Regulation 1
Subregulation 1.1 provides that the amendments to the Corporations (Fees) Regulations commence on 9 December 1995.
Regulation 2
Subregulation 2.1 provides that the Corporations (Fees) Regulations are amended as set out in the amending Regulations.
Regulation 3
Subregulations 3.1 and 3.2 omit references in the Corporations (Fees) Regulations to exempt proprietary companies. This is necessary because the First Corporate Law Simplification Act 1995 omits from the Corporations Law references to this category of company.
Subregulation 3.3 exempts certain companies from an obligation to pay a fee, on lodging an annual return currently imposed by item 7 of Part 2 of the Schedule to the Corporations (Fees) Regulations. The companies are those referred to in items 7A and 7B, inserted by subregulation 3.4.
Subregulation 3.4 inserts items 7A and 7B into Part 2 of the Schedule to the Corporations (Fees) Regulations.
Item 7A provides that no fee is payable on lodging the annual return of a proprietary company that was registered during the period commencing on 1 July and ending at the end of 31 December in a year, if the annual return is for the calendar year in which the company was registered. The First Corporate Law Simplification Act 1995 will require a company to lodge its first annual return on the first 31 January occurring after its registration. Item 7A ensures that a proprietary company is not required to pay a fee on lodging its first annual return within 7 months of its registration.
Item 7B provides that no fee is payable on lodging the annual return of a proprietary company registered during the period commencing on 1 January 1995 and ending at the end of 30 June 1995 if the first financial year of the company ends after 30 June 1995 and the annual return is for the calendar year in which the company was registered. Companies registered during 1 January 1995 - 30 June 1995 which have extended their first financial year beyond 30 June 1995 would not now be required to lodge an annual return on 31 January 1996, nor pay the associated lodgment fee. However, the First Corporate Law Simplification Act 1995 requires these companies to lodge an annual return on 31 January 1996. Item 7A therefore provides that no fee is payable by these companies on lodging their 31 January 1996 annual return.
Subregulation 3.5 omits a reference to the office of principal executive officer in item 33 of Part 2 of the Corporations (Fees) Regulations. This is because the First Corporate Law Simplification Act 1995 omits from the Corporations Law references to the office of principal executive officer.
The Regulations in support of the First Corporate Law Simplification Act 1995 commence on Saturday 9 December 1995.
Overview
The Corporations (Fees) Regulations (Amendment) 1995 No. 346 were introduced to facilitate the implementation of the First Corporate Law Simplification Act 1995, an Act enacted to streamline and simplify the Corporations Law. This regulatory amendment was necessary to align the Corporations (Fees) Regulations with the changes introduced by the First Corporate Law Simplification Act. The purpose of these amendments was to address the complexities within the Corporations Law, ensuring that it is more comprehensible for users and thereby enabling them to effectively exercise their rights and fulfil their obligations. The policy objective underpinning these amendments is to reduce unnecessary complexities, protect investors, and provide cost benefits to businesses. These regulations, issued by the authority of the Attorney-General under the Corporations Act 1989, were designed to omit references to exempt proprietary companies and the office of principal executive officer, as well as to exempt certain companies from paying fees on lodging their annual returns.
Scope and Application
The Corporations (Fees) Regulations (Amendment) 1995 No. 346 applies to entities governed under the Corporations Act 1989, specifically targeting proprietary companies and their lodgment and registration activities. These amendments are designed to facilitate the operation of the First Corporate Law Simplification Act 1995, which aims to simplify the Corporations Law, reduce complexities, and offer cost benefits to businesses while ensuring effective investor protection. The regulations are in force from 9 December 1995, aligning with the broader legislative intent to streamline corporate law processes. Notably, these regulations exempt certain companies from paying fees on lodging their annual returns under specific conditions, such as newly registered companies within particular periods and those extending their first financial year beyond certain dates. Additionally, the amendments omit references to the office of principal executive officer and exempt proprietary companies from certain fee obligations as part of the legislative simplification efforts.
Key Provisions
The Corporations (Fees) Regulations (Amendment) 1995 No. 346 amend the Corporations (Fees) Regulations to implement provisions of the First Corporate Law Simplification Act 1995. These amendments are designed to streamline the Corporations Law and reduce complexity while maintaining effective protection for investors and providing cost benefits to business. The main operative sections of the amendments are set out in Regulations 3.1 to 3.5. Regulation 3.1 and 3.2 omit references in the Corporations (Fees) Regulations to exempt proprietary companies, aligning with the changes made by the First Corporate Law Simplification Act 1995. Regulation 3.3 exempts certain companies from the obligation to pay a fee on lodging an annual return, as provided by item 7 of Part 2 of the Schedule to the Corporations (Fees) Regulations. Regulations 3.4 and 3.5 make further amendments to the Schedule, inserting new items 7A and 7B and omitting a reference to the office of principal executive officer, respectively. These changes take effect from 9 December 1995.
The obligations imposed by the Corporations (Fees) Regulations (Amendment) 1995 No. 346 include the removal of certain fee obligations for proprietary companies under specific conditions. For example, under item 7A of the amended Schedule, a proprietary company that was registered during the period from 1 July to 31 December in a given year and lodges its first annual return for the calendar year in which it was registered is exempt from paying a fee. Similarly, under item 7B, a proprietary company registered between 1 January and 30 June 1995 and which has extended its first financial year beyond 30 June 1995 is exempt from paying a fee on lodging its annual return for the calendar year in which it was registered. These exemptions are designed to alleviate some of the administrative burdens on companies during the transition to the new regulatory environment.
The amendments also introduce new items into the Schedule to the Corporations (Fees) Regulations, specifying the conditions under which certain companies are exempt from paying fees for lodging annual returns. These changes are intended to ensure that the regulatory framework is consistent with the provisions of the First Corporate Law Simplification Act 1995. Additionally, the amendments remove references to the office of principal executive officer, reflecting changes in the Corporations Law that eliminate this office. The Regulations provide a clear and updated framework for the imposition of fees, aligning with the broader objectives of simplifying the Corporations Law and reducing administrative burdens.
The Corporations (Fees) Regulations (Amendment) 1995 No. 346 do not explicitly outline specific offences or penalties for non-compliance. However, non-compliance with the Corporations Act 1989 and related regulations could potentially lead to legal consequences, including fines and other penalties as prescribed by the Act. The First Corporate Law Simplification Act 1995 aims to simplify the regulatory environment and reduce unnecessary complexities, but entities are still required to adhere to the provisions of the Act and any associated regulations. Failure to comply with these requirements could result in administrative or legal actions being taken against the non-compliant entity, potentially leading to financial penalties or other civil or criminal consequences as outlined in the relevant legislation.