EXPLANATORY STATEMENT
Statutory Rule 1989 No 45 Issued by the Authority of the Minister for
Transport and Communications
Section 80 of the OTC Act 1946 (the Act) provides that the Governor-General may make regulations, not inconsistent with the Act, prescribing all matters required or permitted to be prescribed, or necessary or convenient to be prescribed, for carrying out or giving effect to the Act.
OTC will convert from a statutory corporation to a public company by virtue of section 54E of the Act which was inserted by section 11 of the OTC (Conversion into Public Company) Act 1988 (the Conversion Act). This provision will operate from 1 April 1989.
However, it is desirable that the file for the company in the National Companies and Securities Commission should contain the relevant history of OTC before conversion and describe the process of conversion and the OTC (Conversion into Public Company) Regulations are aimed at achieving this result.
Section 10 of the Conversion Act) inserted a new section 54C into the Act. This provision is already in operation. Subsection 54C(1) provides that OTC shall apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company under that Act. Section 85 of the Companies Act 1981 deals with applications by foreign companies for registration.
As OTC is not a foreign company some modification of the Companies Act requirements is necessary. Subsection 54C(2) of the Act therefore allows the requirements about documents to accompany the application (set out in subsection 85(4) of the Companies Act 1981) to be modified by regulations under the Act. Details of the Regulations are set out in the Attachment.
ATTACHMENT
Details of OTC (Conversion into Public Company) Regulations
Regulation 1 |
| Citation of Regulations |
Regulation 2 |
| Interpretation : The OTC Act 1946 was previously called the Overseas Telecommunications Act 1946 |
Regulation 3 |
| The form to accompany an application under section 85 of the Companies Act 1981 is modified as set out in the Schedule to allow for differences between a statutory corporation and a foreign company |
Regulation 4 |
| A certificate signed by a Commissioner confirming that OTC was established under the Act and that it is to be converted by the Act into a public company under the name “OTC Limited”, is sufficient compliance with a requirement to lodge a certificate of incorporation |
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| A statement that the registration of OTC Limited is to be authorised under the Act, that the company is to be limited by shares by virtue of the Act, that its share capital has been ascertained and divided into shares as required by the Act, and that it has otherwise complied with the requirements of the Act regarding its conversion, is sufficient compliance with the Companies Act |
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| OTC will not have a Memorandum or Articles of Association until after the conversion is complete and it will be sufficient to lodge proposed Memorandum and Articles |
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| A certificate signed by a Commissioner setting out details of the arrangements for share capital and issuing of shares under the Act is sufficient compliance with a requirement to provide details about these matters. |