Corporations Regulations (Amendment) 1991 No. 478
EXPLANATORY STATEMENT
STATUTORY RULES 1991 No. 478
Issued by the Authority of the Attorney-General
Corporations Act 1989
Corporations 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, prescribing matters required or permitted by the Corporations Law, or necessary or convenient to be prescribed for the carrying out or giving effect to the Corporations Law.
Subsection 58(4) of the Corporations Law provides that a provision of the previous cooperative scheme laws may be declared by the regulations to be a provision that corresponds to a particular provision of the Corporations Law.
In accordance with the Heads of Agreement between Commonwealth, State and Northern Territory Ministers having responsibilities in relation to corporate regulation, the Attorney-General has consulted with the relevant State and Northern Territory Ministers on the proposed Regulations. Under the terms of the agreement, the Attorney-General is required only to consult ministers on regulations under Chapter 1 of the Corporations Law which are made for the purposes of Chapters 7 and 8. The proposed Regulations are in this category.
Under subsection 37(1A) of the Securities Industry Code (SIC), the Ministerial Council for Companies and Securities (MINCO) was able to declare that a specified stock market or a stock market included in a specified class of stock markets was an exempt stock market.
Subsection 771(3) of the Corporations Law preserves MINCO declarations made under a previous law corresponding to subsection 771(1). Subsection 771(1) provides that the Minister may by writing declare a specified stock market to be an exempt stock market.
Subregulation 1.14A(1) of the Corporations Regulations declares subsection 37(1A) of the Securities Industry Act 1980 to be a provision of a previous law that corresponds to subsection 771(1) for the purposes of subsection 58(4) of the Corporations Law. Thus all declarations made under subsection 37(1A) of the SIC are preserved by subsection 771(3) of the Corporations Law.
Similarly subsection 45(2) of the Futures Industry Code allowed MINCO to declare that a specified futures market or a futures market included in a specified class of furures markets was an exempt futures market.
Subregulation 1.14A(2) declares subsection 45(2) of the Futures Industry Act 1986 to be a provision of a previous law that corresponds to subsection 1127(1) of the Corporations Law.
Regulation 1.14A is given retrospective effect to 1 January 1991, the date when the Corporations Law commenced, to ensure the continuity of the exempt market declarations. Such retrospective effect does not adversely affect the rights of any person or create new liabilities, thus subsections 6(3) and (5) of the Corporations Act 1989 do not apply to give the regulation effect from the date of notification rather than 1 January 1991.
Overview
The Corporations Regulations (Amendment) 1991 No. 478 were enacted to ensure the preservation and continuity of certain declarations made under the previous cooperative scheme laws regarding exempt stock and futures markets. This amendment was necessary to align with the new Corporations Law that commenced on 1 January 1991, as it was important to maintain the integrity of the market regulations that had already been established. The Attorney-General, in consultation with relevant State and Northern Territory Ministers, made these regulations under the authority granted by section 22 of the Corporations Act 1989, ensuring they did not conflict with the new legislation. This regulatory amendment reflects the policy objective of maintaining a seamless transition to the new corporate regulatory framework while preserving the existing regulatory environment for financial markets.
Scope and Application
The Corporations Regulations (Amendment) 1991 No. 478 applies to various entities within Australia, including corporations, cooperatives, and financial institutions, by amending the Corporations Regulations to reflect changes under the Corporations Act 1989. These amendments are designed to ensure the seamless integration of new regulatory requirements into existing legislative frameworks. The regulations extend across all states and territories of Australia, maintaining a uniform approach to corporate regulation under the national framework. The scope of the Act includes the declaration of exempt stock and futures markets, with specific provisions for retrospective effect to maintain continuity from the date of the Corporations Law's commencement on 1 January 1991. This ensures that the rights of entities and individuals are not adversely affected by the amendments. The Act also specifies that certain declarations made under previous laws remain in force, preserving the status of certain markets as exempt under the new regulations.
Key Provisions
The Corporations Regulations (Amendment) 1.14A pertains to the preservation of certain declarations made under previous cooperative scheme laws. Specifically, subregulation 1.14A(1) declares subsection 37(1A) of the Securities Industry Act 1980 to be a provision of a previous law that corresponds to subsection 771(1) of the Corporations Law, thereby preserving any declarations made under this subsection as exempt stock markets. Similarly, subregulation 1.14A(2) declares subsection 45(2) of the Futures Industry Act 1986 to be a corresponding provision to subsection 1127(1) of the Corporations Law, preserving declarations of exempt futures markets. This amendment ensures continuity of these declarations from the commencement of the Corporations Law on 1 January 1991.
The obligations imposed by these regulations primarily revolve around the preservation and recognition of previous declarations made by the Ministerial Council for Companies and Securities (MINCO) and the Minister under the Securities Industry Code and the Futures Industry Code, respectively. The regulations mandate that any such declarations made under the specified subsections of the Securities Industry Act 1980 and the Futures Industry Act 1986 are to be maintained as exempt markets under the Corporations Law. This ensures that any exemptions or special provisions previously afforded to these markets are carried forward and recognised under the new legislative framework.
While the Corporations Regulations (Amendment) themselves do not directly impose specific offences or penalties, breaches of the underlying laws they preserve could result in legal consequences. For instance, any failure to comply with the provisions of the Securities Industry Code or the Futures Industry Code, which these regulations preserve, could lead to enforcement actions by regulatory authorities. The specific penalties for such breaches would depend on the nature of the breach and the relevant provisions of the Corporations Law and other applicable legislation. However, the regulations themselves are designed to maintain continuity and do not introduce new punitive measures.