Corporations Regulations (Amendment)

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Corporations Regulations (Amendment) 1994 No. 108

EXPLANATORY STATEMENT

STATUTORY RULES 1994 No. 108

Issued by the authority of the Attorney-General

Corporations Act 1989

CORPORATIONS REGULATIONS (AMENDMENT)

The Corporations Regulations (Amendment) contains amendments to the Corporations Regulations ('the Regulations') to control the registration of company names that contain certain words and phrases suggesting a connection with the 2000 Sydney Olympic or Paralympic Games.

Under subsection 367(2) of the Corporations Law, a name is available to a body corporate unless it has already been reserved or registered in respect of another body corporate, or is included on the national business names register in respect of a person other than the body corporate, or is declared by the Corporations Regulations to be unacceptable. Subsection 367(4) of the Corporations Law empowers the Minister to consent to the use of a name that would otherwise be unavailable to a body corporate.

Under Part 4.2 of the Corporations Regulations, proposed company names including specific words or phrases are declared to be unacceptable (for example, company names containing words such as 'Commonwealth', 'University' and 'Trust', and names suggesting a connection with the Government or a member of the Royal family).

The regulations have the effect that a proposed company name would be declared by the Corporations Regulations to be unacceptable for registration and would require Ministerial consent under subsection 367(4) of the Corporations Law, if it contains:

(a)       specific combinations of words and phrases which are per se suggestive of a connection with either the 2000 Sydney Olympics or Paralympics, or

(b)       the word 'Olympic', Olympics', 'Olympiad', 'Olympian', 'Paralympic', 'Paralympics' or 'Paralypian', and in the context in which it is proposed to be used, the word suggests a connection with either the 2000 Olympics or Paralympics, if that connection does not exist.

Applicants seeking to reserve or register names containing words in subparagraph (b) above would be able to assist their application by providing with it written certification from the Sydney Olympic or Paralympic Organising Committee that there is a connection between the body corporate and the relevant Games.

In accordance with the Heads of Agreement and the draft Corporations Agreement between Commonwealth, State and-Territory Ministers having responsibilities in relation to corporate regulation, the Attorney-General has consulted with State and Territory Ministers who are the other members of the Ministerial Council for Corporations. The Ministerial Council for Corporations has approved the amendments.

These amendments commenced on Gazettal.

Details of the amending regulations are set out in the Attachment.

ATTACHMENT

Regulation 1

Amendment

1.       Regulation 1.1 provides that the Corporations Regulations will be amended as set out in these regulations.

Regulation 2

New Regulation 4.2.01 (1A)

2.       New regulation 4.2.01(1A), to be inserted by regulation 2.1, defines the meaning of 'Games authority' for the purposes of new subregulation 4.2.01(4). 'Games authority' would mean either the Sydney Organising Committee for the Olympic Games, where a proposed name suggested a connection with the 2000 Sydney Olympic Games, or the Sydney Paralympic Organising Committee, where a proposed name suggested a connection with the 2000 Sydney Paralympic Games. The body corporate to be known as the Sydney Paralympic Organising Committee has not yet been formed. Until such time as that body corporate is formed, the New South Wales Premier's Department would be the Games authority providing certification that there is a relevant connection between a body corporate and the 2001 Paralympic Games.

New Regulation 4.2.01(1B)

3.       Subregulations 4.2.01(1B) (a) to (1) identify combinations of words and phrases which are per se suggestive of a connection with the 2000 Olympics or Paralympics and which would therefore automatically require the consent of the Minister under subsection 367(4) of the Corporations Law. The types of names falling within this category are those names containing:

(a)       a word or an abbreviation of a word in an item in either Column 1 or Column 2 of new Schedule 6A in proposed regulation 3.1, as well as one or more words or abbreviations of words contained in Column 3 of the schedule (eg 'Olympic Games Promotions Pty Ltd' and 'The 2000 Olympics Cleaning Company Pty Ltd'); or

(b)       the word '24th', 'Twenty-Fourth' or 'XXIVth' and the word 'Olympic' or 'Olympics' or 'Games' (eg '24th Olympic Games Clothing Syndicate Pty Ltd'); or

(c)       the word '27th', 'Twenty-Seventh' or 'XXVIIth' and the word 'Olympiad' (eg 'TwentySeventh Oympiad Accommodation Solutions Pty Ltd'); or

(d)       the phrase 'Share the Spirit' (eg 'Share the Spirit Sports Australia Pty Ltd'); or

(e)       the word 'Sydney' and the number '2000' or the words 'Two Thousand' (eg 'Sydney 2000 Transport Services Pty Ltd'), or

(f)       the word 'Gold' and the number '2000' or the words 'Two Thousand' (eg. 'Gold 2000 Souvenirs Pty Ltd'); or

In accordance with the Heads of Agreement and the draft Corporations Agreement between Commonwealth, State and Territory Ministers having responsibilities in relation to corporate regulation, the Attorney-General has consulted with State and Territory Ministers who are the other members of the Ministerial Council for Corporations. The Ministerial Council for Corporations has approved the amendments.

These amendments commenced on Gazettal.

Details of the amending regulations are set out in the Attachment.

 

Overview

The Corporations Regulations (Amendment) 1994 No. 108, issued by the authority of the Attorney-General under the Corporations Act 1989, was introduced to address the issue of companies registering names that falsely suggest a connection with the 2000 Sydney Olympic or Paralympic Games. This amendment aimed to prevent misleading or unauthorised use of these significant event names, ensuring that only entities with legitimate ties to the Games could use such names. The regulation was enacted following consultations and approval by the Ministerial Council for Corporations, which comprises Commonwealth, State, and Territory Ministers responsible for corporate regulation. The policy objective was to maintain the integrity and reputation of the Olympic and Paralympic Games by controlling the registration of company names that might capitalise on the events without proper authorisation.

Scope and Application

The Corporations Regulations (Amendment) 1994 No. 108 applies to entities seeking to register a company name that suggests a connection with the 2000 Sydney Olympic or Paralympic Games. This regulation falls under the Corporations Act 1989 and is intended to prevent misleading or unauthorised use of names that imply an association with the Games. The amendments specify combinations of words and phrases that are inherently suggestive of the Olympics or Paralympics and require these to be approved by the Minister under subsection 367(4) of the Corporations Law. If a proposed company name includes words such as 'Olympic', 'Paralympic', or other specified terms that suggest a connection to the Games, the applicant must provide written certification from the relevant Games authority to establish a legitimate connection. The regulations also outline the circumstances under which Ministerial consent is necessary and provide for exemptions based on certification. These amendments reflect the need to protect the integrity of the Games and ensure that corporate names do not misleadingly imply an official or authorised association.

Key Provisions

The main operative sections of the Corporations Regulations (Amendment) 1994 No. 108 are concerned with the control of company names that suggest a connection with the 2000 Sydney Olympic or Paralympic Games. According to subsection 367(2) of the Corporations Law, a company name is considered available unless it is already reserved or registered for another corporate entity, listed on the national business names register for a non-corporate entity, or declared unacceptable by the Corporations Regulations. Under subsection 367(4), the Minister has the authority to consent to the use of a name that would otherwise be unavailable. These amendments introduce new subregulation 4.2.01(1A) and subregulation 4.2.01(1B) which specify that certain combinations of words and phrases, or the use of specific words in the context of a proposed company name, would make the name unacceptable without Ministerial consent. The names considered unacceptable include those with terms like "Olympic", "Paralympic", and specific phrases suggesting a connection with the 2000 Sydney Olympics or Paralympics, unless there is a genuine connection with the Games. The Corporations Regulations impose specific obligations and requirements on entities seeking to register company names that might suggest a connection with the 2000 Sydney Olympic or Paralympic Games. For instance, if a proposed company name contains specific words or phrases suggestive of the Games, it is automatically deemed unacceptable and requires Ministerial consent for registration. The regulations stipulate that companies must not use names that contain certain combinations of words and phrases, or specific words, unless there is a genuine connection to the Sydney Olympic or Paralympic Games. In such cases, applicants must provide written certification from the relevant Games authority (either the Sydney Olympic Organising Committee or the Sydney Paralympic Organising Committee) to substantiate the connection. These provisions ensure that companies cannot misleadingly associate themselves with the Olympic or Paralympic Games without proper authorisation. The Corporations Regulations (Amendment) 1994 No. 108 also sets out specific offences, penalties, and consequences for breaches of the regulations concerning the registration of company names. If a company attempts to register a name that falls under the unacceptable category without the required Ministerial consent, it may face legal action. The penalties for such breaches are not explicitly detailed in the explanatory statement but generally, under Australian law, penalties for corporate violations can include substantial fines and, in severe cases, imprisonment for directors or officers involved in the breach. These measures ensure compliance with the regulations and uphold the integrity of the corporate registration process. Overall, the Corporations Regulations (Amendment) 1994 No. 108 is designed to prevent misleading corporate names that could capitalise on the prestige of the 2000 Sydney Olympic and Paralympic Games without proper authorisation. By specifying the unacceptable combinations of words and phrases and requiring Ministerial consent for certain names, the regulations aim to maintain the integrity and authenticity of corporate branding related to major sporting events. The amendments reflect a coordinated effort between Commonwealth, State, and Territory Ministers, ensuring a consistent approach to corporate regulation across Australia.

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Corporate Law & Governance
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