Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015

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Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015

 

No. 19, 2015

 

 

 

 

 

An Act to amend the law relating to corporations, and for related purposes

 

 

Contents

1 Short title

2 Commencement

3 Schedules

Schedule 1—Amendment of the Corporations Act 2001

Schedule 2—Amendment of the Australian Securities and Investments Commission Act 2001

Part 1—Amendments

Part 2—Application provisions

 

 

 

Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015

No. 19, 2015

 

 

 

An Act to amend the law relating to corporations, and for related purposes

[Assented to 19 March 2015]

The Parliament of Australia enacts:

1  Short title

  This Act may be cited as the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015.

2  Commencement

  This Act commences on the day this Act receives the Royal Assent.

3  Schedules

  Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.

Schedule 1—Amendment of the Corporations Act 2001

 

1  Subsection 249D(1)

Omit all the words after “the request”, substitute “of members with at least 5% of the votes that may be cast at the general meeting”.

2  Subsection 249D(1A)

Repeal the subsection.

3  Subparagraph 300A(1)(e)(iv)

Repeal the subparagraph, substitute:

 (iv) if options granted to the person as part of their remuneration lapse during the financial year—the number of those options, and the financial year in which those options were granted; and

4  Subparagraph 300A(1)(e)(vi)

Repeal the subparagraph.

5  Subsection 300A(2)

Omit “disclosing entity”, substitute “listed disclosing entity”.

6  At the end of subsection 323D(2A)

Add:

Note: For the purposes of paragraph (b), financial years that, in reliance on subsection (2) or (4), were less than 12 months are disregarded.

7  After subsection 327A(1)

Insert:

 (1A) Subsection (1) does not apply in relation to a company if:

 (a) the directors reasonably believe that subsection 301(3) will apply to the company’s financial reports; or

 (b) the company is a small company limited by guarantee.

8  After subsection 327B(1)

Insert:

 (1A) Subsection (1) does not apply in relation to a company if:

 (a) subsection 301(3) applies to the company’s financial reports; or

 (b) the company is a small company limited by guarantee.

9  At the end of subsection 327C(1)

Add:

Note: Certain public companies are not required to appoint an auditor: see subsections 327A(1A) and 327B(1A).

10  At the end of Chapter 10

Add:

Part 10.24—Transitional provisions relating to the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2014

 

1547  Definitions

  In this Part:

amending Act means the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2014.

1548  Application of amendments relating to calling of general meetings

  The amendments of section 249D made by Schedule 1 to the amending Act do not apply in relation to a request made under that section before the commencement of that Schedule.

1549  Application of amendments relating to directors’ reports for listed companies

  The amendments of section 300A made by Schedule 1 to the amending Act apply in relation to directors’ reports for financial years ending on or after the commencement of that Schedule.

Schedule 2—Amendment of the Australian Securities and Investments Commission Act 2001

Part 1—Amendments

1  After subsection 184(3)

Insert:

 (3A) The President may give a direction under subsection (2) whether the President is within or outside Australia.

2  At the end of section 188

Add:

 (3) A member may participate in Panel proceedings regardless of whether the member is within or outside Australia.

3  Subsection 235A(2)

Repeal the subsection.

4  After section 235A

Insert:

235AA  Terms and conditions of appointment of FRC members

Remuneration and allowances

 (1) A member of the FRC is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid such remuneration as the Minister determines in writing.

 (2) A member of the FRC is to be paid such allowances as the Minister determines in writing.

 (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.

Leave—full‑time members

 (4) A full‑time member of the FRC has the recreation leave entitlements that are determined by the Remuneration Tribunal.

 (5) The Minister may grant a full‑time member of the FRC leave of absence, other than recreation leave, on such terms and conditions as to remuneration or otherwise as the Minister determines.

Other terms and conditions

 (6) A member of the FRC holds office on the terms and conditions (if any) in relation to matters not covered by this Act as the Minister determines in writing.

5  Subsection 236B(6)

Repeal the subsection.

6  After section 236B

Insert:

236BA  Terms and conditions of appointment of members of the AASB

Remuneration and allowances

 (1) A member of the AASB is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid such remuneration as the Minister determines in writing.

 (2) A member of the AASB is to be paid such allowances as the Minister determines in writing.

 (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.

Leave—full‑time members

 (4) A full‑time member of the AASB has the recreation leave entitlements that are determined by the Remuneration Tribunal.

 (5) The Minister may grant a full‑time member of the AASB leave of absence, other than recreation leave, on such terms and conditions as to remuneration or otherwise as the Minister determines.

Other terms and conditions

 (6) A member of the AASB holds office on such terms and conditions (if any) in relation to matters not covered by this Act as the Minister determines in writing.

7  Subsections 236F(8) and (9)

Repeal the subsections.

8  After section 236F

Insert:

236FA  Terms and conditions of appointment of members of the AUASB

Remuneration and allowances

 (1) A member of the AUASB is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid such remuneration as the Minister determines in writing.

 (2) A member of the AUASB is to be paid such allowances as the Minister determines in writing.

 (3) Subsections (1) and (2) have effect subject to the Remuneration Tribunal Act 1973.

Leave—full‑time members

 (4) A full‑time member of the AUASB has the recreation leave entitlements that are determined by the Remuneration Tribunal.

 (5) The Minister may grant a full‑time member of the AUASB leave of absence, other than recreation leave, on such terms and conditions as to remuneration or otherwise as the Minister determines.

Other terms and conditions

 (6) A member of the AUASB holds office on such terms and conditions (if any) in relation to matters not covered by this Act as the Minister determines in writing.

Part 2—Application provisions

9  At the end of the Act

Add:

Part 21—Transitional provisions relating to the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015

 

297  Definitions

  In this Part:

amending Act means the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015.

commencement means the commencement of Schedule 2 to the amending Act.

298  FRC members

 (1) If:

 (a) immediately before commencement, a person is a member of the FRC; or

 (b) a person is appointed as a member of the FRC during the transition period;

this Act applies to the member, during the transition period, as if the amendments made by Schedule 2 to the amending Act had not been made.

 (2) For the purposes of this section, transition period means the period:

 (a) beginning on commencement; and

 (b) ending when the Remuneration Tribunal makes a determination under subsection 235AA(1) as inserted by the amending Act.

299  AASB members

 (1) If:

 (a) immediately before commencement, a person is a member of the AASB; or

 (b) a person is appointed as a member of the AASB during the transition period;

this Act applies to the member, during the transition period, as if the amendments made by Schedule 2 to the amending Act had not been made.

 (2) For the purposes of this section, transition period means the period:

 (a) beginning on commencement; and

 (b) ending when the Remuneration Tribunal makes a determination under subsection 236BA(1) as inserted by the amending Act.

300  AUASB members

 (1) If:

 (a) immediately before commencement, a person is a member of the AUASB; or

 (b) a person is appointed as a member of the AUASB during the transition period;

this Act applies to the member, during the transition period, as if the amendments made by Schedule 2 to the amending Act had not been made.

 (2) For the purposes of this section, transition period means the period:

 (a) beginning on commencement; and

 (b) ending when the Remuneration Tribunal makes a determination under subsection 236FA(1) as inserted by the amending Act.

[Minister’s second reading speech made in—

House of Representatives on 22 October 2014

Senate on 1 December 2014]

(221/14)

 

Overview

The Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015, enacted by the Parliament of Australia and assented to on 19 March 2015, aims to amend the Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001, addressing gaps in the regulatory framework for corporations. This Act seeks to implement deregulatory measures and other necessary changes to streamline corporate regulations. The amendments primarily focus on modifying directors' reporting requirements, removing certain disclosure obligations, and adjusting the conditions for appointing auditors, particularly for smaller companies limited by guarantee. Additionally, the Act makes changes to the remuneration and terms of appointment for members of the Financial Reporting Council (FRC), the Australian Accounting Standards Board (AASB), and the Australian Auditing and Assurance Standards Board (AUASB). The policy objective behind these amendments is to reduce regulatory burdens on businesses while ensuring that critical financial disclosures and governance standards are maintained.

Scope and Application

The Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 applies to corporations within the Commonwealth of Australia, seeking to amend the Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001. The Act targets entities such as companies and limited partnerships, their directors, officers, and shareholders, by modifying provisions related to financial reporting, auditing, and members' rights. Specifically, the Act adjusts the voting thresholds for calling general meetings, modifies the disclosure requirements for directors' reports, and exempts certain small companies limited by guarantee from audit requirements. Additionally, the Act addresses the remuneration and terms of appointment for members of the Financial Reporting Council (FRC), the Australian Accounting Standards Board (AASB), and the Auditing and Assurance Standards Board (AUASB), as well as the powers of the President under the Australian Securities and Investments Commission Act 2001. The Act extends its application nationally and includes transitional provisions to ensure a smooth implementation process for the affected entities and their members during the specified transition periods.

Key Provisions

The Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 (the "Act") amends the Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001, introducing a series of amendments intended to deregulate certain aspects of corporate governance and reporting. Under the Corporations Act 2001, the Act modifies the conditions for calling general meetings by members, allowing a meeting to be called if the requesting members hold at least 5% of the votes that may be cast at the meeting (subsection 249D(1)). It also removes the requirement for listed companies to provide certain information in their directors' reports regarding lapsed options (subparagraphs 300A(1)(e)(iv) and (vi)) and modifies the term "disclosing entity" to "listed disclosing entity" (subsection 300A(2)). Additionally, it exempts certain companies from appointing an auditor, including those reasonably believed to be subject to a small proprietary company exemption and small companies limited by guarantee (subsections 327A(1A) and 327B(1A)). The Act imposes obligations on companies, particularly those that are listed or large proprietary companies, to ensure compliance with the new reporting requirements and auditor appointment provisions. For example, listed companies must now include specific details about lapsed options in their directors' reports (subsection 300A(1)(e)(iv)) and comply with the new auditor appointment rules (subsections 327A(1A) and 327B(1A)). Moreover, it requires the Remuneration Tribunal to determine the remuneration and allowances for members of the Financial Reporting Council (FRC), the Australian Accounting Standards Board (AASB), and the Auditing and Assurance Standards Board (AUASB), subject to the Remuneration Tribunal Act 1973. The Minister can determine remuneration and allowances if the Tribunal has not made a determination. Breach of the provisions of the Act can lead to various consequences. For instance, companies that fail to comply with the new reporting requirements or auditor appointment rules may face legal action for non-compliance. The maximum penalties for contraventions of the Corporations Act 2001 can include fines up to $210,000 for individuals and significantly higher amounts for corporations, depending on the specific provision breached. Furthermore, directors and officers found to be in breach of their statutory duties may face disqualification from managing corporations, as well as personal fines and imprisonment. The Act also modifies the Australian Securities and Investments Commission Act 2001, allowing the President to give directions regardless of location and enabling members to participate in Panel proceedings irrespective of their geographical position.

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Corporate Law & Governance
Instrument
Act
Concepts
Commencement Provisions
Transitional Provisions
Delegated & Subordinate Legislation
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.