EXPLANATORY STATEMENT
Proclamation
Issued by the authority of the Parliamentary Secretary to the Treasurer
Corporations Legislation Amendment (Simpler Regulatory System) Act 2007
Item 4 in the table in subsection 2(1) of the Corporations Legislation Amendment (Simpler Regulatory System) Act 2007 (the Act) provides that Part 3 of Schedule 1 to the Act will commence on a day or days to be fixed by Proclamation. The Act received Royal Assent on 28 June 2007.
The Act contains a range of measures to simplify and streamline Australia’s corporate and financial services laws. Certain measures in Part 3 of Schedule 1 to the Act amend the Corporations Act 2001 in relation to company reporting obligations, compliance procedures and fundraising requirements.
The Proclamation provides that items 198‑215 (inclusive), 221 and 222 in Part 3 of Schedule 1 to the Act commence on 1 September 2007. This commencement date coincides with the commencement of the Corporations (Review Fees) Amendment Act 2007, regulation 4 and Schedule 2 to the Corporations Amendment Regulations 2007 (No. 7) and the Corporations (Review Fees) Amendment Regulations 2007 (No. 1), which support the company reporting obligation amendments in the Act.
The company reporting obligation amendments (items 198-206, 221 and 222):
• remove the requirement for companies to notify the Australian Securities and Investments Commission (ASIC) of the retirement or resignation of office holders where the office holders themselves have lodged notifications with ASIC;
• provide for ASIC to use a company’s contact address where that address is more convenient for the company;
• remove the requirement to pay an annual review fee where the annual review dates falls two months before or after the Gazette notice that the company is to be deregistered; and
• allow companies to pay their annual review fees for a period of 10 years by way of a single upfront payment.
The company compliance procedure amendments (items 207-209) limit when ASIC can issue a return of particulars to instances where it suspects or believes that the particulars on the corporate register are not correct, and give companies two months to respond. In addition, a consequential amendment corrects an incorrect cross‑reference in relation to when a company passes resolutions to issue a series of debentures constituting a charge against the company.
The fundraising amendments (items 210-215) align the advertising requirements for offers of quoted securities with the advertising requirements that apply to other financial products. Amendments also align the advertising provisions applying to offers of unquoted securities after the lodgment of a disclosure document with those applying to other financial products.
The provisions regarding advertising of unquoted securities prior to the lodgment of a disclosure document remain unchanged. The strict pre-lodgment advertising restrictions for unquoted securities were introduced to ensure that the requirement to have balanced and complete disclosure in the prospectus was not negated by the content of advertisements not subject to such restrictions or requirements. These restrictions have accordingly been considered a fundamental part of the disclosure regime in Chapter 6D of the Corporations Act 2001.
Further fundraising amendments extend ASIC’s stop order powers to allow it to intervene in case of misleading and deceptive advertising of securities, as it is currently able to do in the case of other financial products under Chapter 7 of the Corporations Act 2001.
The Proclamation is a legislative instrument for the purposes of the Legislative Instruments Act 2003.