National Security (Capital Issues) Regulations

Legislation au C1939L00117 Regulations Not in force Legislative Instrument

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STATUTORY RULES.

1939. No. 117.

 

Regulations UNDER THE NATIONAL SECURITY ACT 1939.*

I, THE GOVERNOR-GENERAL in and over the Commonwealth of Australia, acting with the advice of the Federal Executive Council, hereby make the following Regulations under the National Security Act 1939.

Dated this thirteenth day of October, 1939.

(SGD.) GOWRIE.

Governor-General.

By His Excellency’s Command,

for Minister of State for Defence.

 

National Security (Capital Issues) Regulations.

Citation.

1. These Regulations may be cited as the National Security (Capital Issues) Regulations.

Definitions.

2. In these Regulations, unless the contrary intention appears—

“securities” includes shares, stock, bonds, debentures and debenture stock, but does not include bills of exchange or promissory notes.

Formation of companies.

3. A person shall not, without the consent in writing of the Treasurer, make any application for the registration of any company, or of any society, club or association having for its object, or one of its objects, the pecuniary profit or gain of its members.

Increase in capital of companies.

4.—(1.) A company, or any person acting for, or on behalf of, a company, shall not, without the consent in writing of the Treasurer—

(a) increase the nominal capital of the company;

(b) make an issue of authorized capital of the company; or

(c) make a call upon shares issued by the company.

(2.) In this regulation, “company” includes a society, club or association formed for the purposes of pecuniary profit or gain, which is registered in the Commonwealth or carries on business or operates in the Commonwealth, though not registered therein.

Application for consent of Treasurer.

5.—(1.) An application for the consent of the Treasurer under regulation 3 or 4 of these Regulations shall be in writing and shall be accompanied by particulars in writing of the proposal for the registration, or the reasons for the proposed increase in nominal capital, or for the issue of authorized capital or for the making of any call upon shares, as the case may be, together with such further information as the Treasurer requires.

 

* Notified in the Commonwealth Gazette on , 1939.

6053.—10/11.10.1939.—Price 3d.

(2.) The Treasurer may, in his absolute discretion, consent to the application, or refuse to consent to it.

(3.) A company, society, club or association, or any person on its behalf, shall not, in furtherance of the objects of the company, society, club or association, make use of the consent of the Treasurer to any application.

Securities, &c., not to be issued without consent.

6.—(1.) A body, whether corporate or unincorporate, other than a partnership, shall not, without the consent in writing of the Treasurer, issue any securities or mortgage or charge the whole or any part of its property or assets.

(2.) Nothing in this regulation shall prevent or affect in any way any transaction in respect of an advance made bona fide by any bank in the ordinary course of business, on such security as the bank usually requires, and for the purpose of enabling the body receiving the advance to meet, pending the receipt of its ordinary current revenue or income, expenditure which it normally meets from such revenue or income, provided the instrument executed to secure the advance—

(a) specifies the bank by which the advance is made as the person to whom the amount of the advance is to be repaid;

(b) is not transferable; and

(c) provides for the repayment of the advance on demand.

Announcements of consent.

7. A company, society, club or association, or any person on its behalf, which or who makes any intimation, whether orally, in writing or in any other way, of the fact of the Treasurer’s consent to an application under these Regulations shall include in the intimation a statement in the following terms or in terms of the like effect:—

“The fact that the Treasurer of the Commonwealth has consented to [here insert particulars of the matters consented to by the Treasurer] is not to be taken in any way as a guarantee of the actual or probable financial stability or success of the company [or society, club or association, as the case may be].”.

Registration of Companies not to be removed without consent.

8.—(1.) A person shall not, without the consent in writing of the Treasurer, take, or continue to take, any step towards the removal of the place of registration of a company from Australia to any place outside Australia.

(2.) The consent of the Treasurer under this regulation may be subject to such conditions as the Treasurer thinks fit and a person shall comply with all such conditions as are applicable to him.

Declaration of secrecy.

9.—(1.) Every officer having duties connected with applications made under any of these Regulations shall, before entering upon his duties, make before a Justice of the Peace, a Commissioner for taking affidavits or a Commissioner for Declarations, a declaration of secrecy in accordance with the Form in the Schedule to these Regulations.

(2.) An officer shall not, except in the course of his duty or to an officer who has made a declaration in accordance with the provisions of this regulation, divulge any information furnished in connexion with any application made under these Regulations.


False statements.

10. A person shall not make to the Treasurer, or to any officer having duties connected with applications under any of these Regulations, any statement, whether oral or in writing, relating to any matter dealt with under these Regulations which he knows to be untrue in any particular or which is made by him without his having first made proper inquiries to ascertain the truth thereof.

Exemption.

11. The Treasurer may, by order, exempt from the application of the whole or any of the provisions of these Regulations any person, company, society, club, association or body, or class of persons, companies, societies, clubs, associations or bodies, or any security, mortgage, or charge or class of securities, mortgages or charges.

 

THE SCHEDULE.

——

National Security (Capital Issues) Regulations.

DECLARATION BY OFFICER.

I, , of . being an officer having duties connected with applications made under the National Security (Capital Issues) Regulations, do solemnly and sincerely promise and declare that, except in the course of my duty, or to an officer who has made this declaration, I will not divulge any information which is furnished to me or to the Treasurer in connexion with those duties.

Dated this day of , 19 .

(Signature of officer.)

Declared at this day of , 19 .

Before me—

(Justice of the Peace, Commissioner for taking Affidavits or Commissioner for Declarations.)

 

By Authority: L. F. Johnston, Commonwealth Government Printer, Canberra.

Overview

The National Security (Capital Issues) Regulations 1939 were enacted under the National Security Act 1939 by the Governor-General in Council, addressing the need to regulate capital issues in the context of national security during a period of heightened international tension. The policy objective behind these regulations was to prevent entities from forming or altering their capital structure without explicit consent from the Treasurer, thereby ensuring that any significant financial activities that could potentially impact national security were properly scrutinised. These regulations required the consent of the Treasurer for activities such as the formation of companies with profit-making objectives, increases in a company's nominal capital, issues of authorised capital, and calls upon shares. Additionally, they prohibited the issuance of securities or the mortgaging of assets by non-partnership entities without the Treasurer's consent, with specific exceptions for bona fide banking transactions. The regulations also mandated that any intimation of the Treasurer’s consent must include a disclaimer regarding the financial stability or success of the entity involved.

Scope and Application

The National Security (Capital Issues) Regulations 1939, made under the National Security Act 1939, apply to the formation and operations of companies, societies, clubs, and associations formed for pecuniary profit or gain. These regulations impose restrictions on the formation of new entities and the increase of capital for existing entities without the written consent of the Treasurer. The regulations cover a range of activities, including the registration of companies, increases in nominal capital, and the issue of securities, bonds, debentures, or other financial instruments. These provisions apply throughout the Commonwealth of Australia and extend to both incorporated and unincorporated bodies, excluding partnerships. The Treasurer has the authority to exempt certain entities or transactions from these regulations through specific orders. Additionally, the regulations include provisions for the declaration of secrecy by officers handling applications and mandate that any intimation of the Treasurer's consent must include a disclaimer regarding the financial stability or success of the entity. These regulations are designed to ensure that significant capital transactions are subject to scrutiny and control to safeguard national security interests.

Key Provisions

The National Security (Capital Issues) Regulations (C1939L00117) under the National Security Act 1939, establish specific controls over certain financial and corporate actions. Section 3 prohibits the formation of any company, society, club, or association with the object of pecuniary profit or gain without written consent from the Treasurer. Section 4 imposes restrictions on increasing a company’s capital, issuing authorized capital, or making calls on shares, requiring written consent from the Treasurer. Section 6 extends these restrictions to any issuance of securities, or mortgaging or charging of property or assets by any body other than a partnership, again requiring the Treasurer’s written consent. These Regulations place stringent obligations on companies and other entities to seek and obtain written consent from the Treasurer before engaging in activities that could affect capital or assets. Section 5 outlines the process for making such an application, including providing detailed information about the proposed action. Section 7 requires that any intimation of the Treasurer’s consent must include a disclaimer stating that the consent is not a guarantee of the entity's financial stability or success. Failure to comply with these Regulations can result in significant penalties and consequences. For example, Section 10 penalises the making of false statements to the Treasurer or relevant officers, whether intentional or negligent. Additionally, Section 8 imposes restrictions on the relocation of a company’s registration outside Australia without the Treasurer’s consent, with potential conditions attached to such consent. Breaches of these provisions could lead to enforcement actions, fines, or other legal repercussions as deemed appropriate by the relevant authorities.

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Area of Law
National Security Law
Instrument
Regulation
Concepts
Definitions & Interpretation
Licensing & Registration
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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.