Securities Industry Regulations (Amendment)

Administered by Department of the Treasury

Legislation au C2004L00435 Regulations Not in force Legislative Instrument

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EXPLANATORY STATEMENT

STATUTORY RULES 1982 NO.124

Issued by the authority of the Attorney-General

 

AMENDMENT OF THE SECURITIES INDUSTRY REGULATIONS

On 22 December 1978 the Commonwealth and the States executed a Formal Agreement that provides the framework for a co-operative Commonwealth-State scheme for a uniform system of law and administration in relation to company law and the regulation of the securities industry in the six States and the Australian Capital Territory. The Agreement is set out in the Schedule to the National Companies and Securities Commission Act 1979 (NCSC Act). The purpose of the NCSC Act is to establish the National Companies and Securities Commission (NCSC).

Under clause 32 of the Formal Agreement, the NCSC is to have responsibility for the entire area of policy and administration with respect to company law and the regulation of the securities industry, subject to directions by the Ministerial Council for Companies and Securities. The Ministerial Council consists of Commonwealth and State Ministers responsible for administering the law relating to companies and the regulation of the securities industry, or their delegates, or Ministers acting in their office (Formal Agreement, clauses 19 and 20).


Under sub-clause 45(1) of the Formal Agreement, the Ministerial Council may consider a proposal for the amendment of regulations made under the Commonwealth Acts enacted for the purposes of the co-operative scheme. Should the Ministerial Council approve any draft amending regulation which gives effect to such a proposal, the Commonwealth is then required, under sub-clause 45(2) of the Agreement, to submit the draft regulation to the Federal Executive Council for making by the Governor-General.

The Ministerial Council has passed the following resolutions:

“1. The Ministerial Council resolved unanimously pursuant to paragraph 6(1)(b) of the Formal Agreement that:-

Commonwealth

(A) Companies Regulations (Amendment)

The draft Companies Regulations (Amendment) being as set out in the print dated 10th May, 1982;

and

(B) Companies (Transitional Provisions) Regulations

The draft Companies (Transitional Provisions) Regulations being as set out in the print dated 10th May, 1982;

be approved.


2. The Ministerial Council resolved pursuant to clause 45 of the Formal Agreement that:-

Commonwealth

(A) National Companies and Securities Commission Regulations (Amendment) (S.R. No. 73/62)

The draft National Companies and Securities Commission Regulations (Amendment) (S.R. No. 73/82) being as set out in the print dated 11th May, 1982;

(B) Securities Industry Regulations (Amendment) (S.R. No. 334/81)

The draft Securities Industry Regulations (Amendment) (S.R. No. 394/81) being as set out in the print dated 11th May, 1982;

and

(C) Securities Industry Regulations (Amendment) (S.R. No. 50/82)

The. draft Securities Industry Regulations (Amendment) (S.R. No. 50/82) being as set out in the print dated 11th May, 1982;

be respectively approved.”


The main purpose of the accompanying Regulations is to amend the Securities Industry Regulations by changing references to provisions in the ACT Companies Ordinance 1962 to references to provisions in the Commonwealth Companies Act 1981. Regulation 1 provides that the Regulations are to come into operation on 1 July 1982, which is the date which the Ministerial Council has agreed will be the commencement date of the Companies Act 1981. The Companies Ordinance 1962 is expressly repealed by Schedule 1 of the Companies Act 1981.

Regulation 2 of the accompanying regulations omits a reference in paragraph 6(3)(zf) of the Securities Industry Regulations to the office of Registrar of Companies for the Australian Capital Territory. The ACT Corporate Affairs Commission Ordinance 1980 establishes a Corporate Affairs Commission in the Territory. As the Commission is a body corporate, it will not be possible to prescribe it as an “office”.

Regulation 3 of the accompanying regulations changes references to provisions in the ACT Companies Ordinance 1962 to references to provisions in the Companies Act 1981. Proposed regulation 3(b) also inserts a reference to an invitation to the public into sub-regulation 26(5) of the Securities Industry Regulations. This will mean that, for the purposes of sub-regulation 26(4), “investment company” means a body that invests in securities or interests in land, or both, using funds subscribed following an offer to the public or an invitation to the public.

Regulation 4 of the accompanying regulations provides for a new form for the purposes of paragraph 75(3)(e) of the Securities Industry Act 1980. Paragraph 75(3)(e) was inserted into the Securities Industry Act 1980 by section 33 of the Securities Industry Amendment Act (No.2) 1981 and, by virtue of sub-section 2(3) of that Act, comes into operation on the day on which the Companies Act 1981 comes into operation. It provides that a firm the business name of which is not registered under the Business Names Ordinance 1963 may not consent to act as auditor of a dealer unless there has been lodged with the NCSC a return in the prescribed form. Form 13A (which is inserted into the Securities Industry Regulations by proposed regulation 5(g)) constitutes the prescribed form for the purposes of paragraph 75(3)(e).

Regulation 5 of the accompanying regulations changes references to provisions in the ACT Companies Ordinance 1962 to references to provisions in the Companies Act 1981 and inserts Form 13A into the Securities Industry Regulations (referred to above).

Regulation 6 of the accompanying regulations provides that the Securities Industry Regulations are further amended as set out in the Schedule. These amendments change references to provisions in the ACT Companies Ordinance 1962 to references to provisions in the Companies Act 1981 and make minor drafting changes.

Overview

The Statutory Rules 1982 No. 124, titled "Securities Industry Regulations (Amendment)" was enacted in 1982 to amend the Securities Industry Regulations by altering references to provisions in the Australian Capital Territory (ACT) Companies Ordinance 1962 to references in the Commonwealth Companies Act 1981. This was necessitated by the establishment of the co-operative Commonwealth-State scheme for a uniform system of law and administration in relation to company law and the regulation of the securities industry, as formalised by the National Companies and Securities Commission Act 1979. The Ministerial Council for Companies and Securities approved these amendments, which were subsequently submitted to the Federal Executive Council for making by the Governor-General. The primary objective of these amendments is to ensure consistency and alignment of the securities industry regulations with the newly enacted Commonwealth Companies Act 1981, facilitating a unified regulatory framework across the Commonwealth and the States.

Scope and Application

The Securities Industry Regulations (Amendment) No. 50/1982 applies to entities involved in the securities industry across the Commonwealth of Australia, as well as in the Australian Capital Territory, in alignment with the co-operative Commonwealth-State scheme established by the National Companies and Securities Commission Act 1979. The regulations primarily target financial entities, investment companies, and other participants in the securities market who must comply with the updated references to the Commonwealth Companies Act 1981 instead of the repealed ACT Companies Ordinance 1962. These amendments are necessary to ensure consistency and uniformity in the administration of company law and securities regulation throughout Australia. The regulations also introduce a new form, Form 13A, which must be lodged with the National Companies and Securities Commission for firms not registered under the Business Names Ordinance 1963 to act as auditors of dealers. The changes outlined in these regulations come into effect on 1 July 1982, the same date as the commencement of the Companies Act 1981, and are designed to streamline and modernise the regulatory framework for the securities industry in Australia.

Key Provisions

The Securities Industry Regulations (Amendment) (No. 2) 1982, as set out in the Statutory Rules 1982 No. 124, primarily focus on updating the Securities Industry Regulations to reflect the transition from the Australian Capital Territory (ACT) Companies Ordinance 1962 to the Commonwealth Companies Act 1981. Regulation 1 (s.1) sets the commencement date for these amendments as 1 July 1982, which aligns with the commencement date of the Companies Act 1981. Regulation 2 (s.2) removes the reference to the Registrar of Companies for the ACT, as the ACT Corporate Affairs Commission Ordinance 1980 established a Corporate Affairs Commission which is a body corporate and cannot be referred to as an “office”. Regulation 3 (s.3) modifies the definition of an “investment company” in sub-regulation 26(5) of the Securities Industry Regulations to include an invitation to the public, in addition to an offer to the public. This ensures that any body investing in securities or interests in land using subscribed funds following such invitations falls under the regulatory framework. Regulation 4 (s.4) mandates that firms whose business names are not registered under the Business Names Ordinance 1963 must lodge a specific form with the National Companies and Securities Commission (NCSC) before consenting to act as an auditor of a dealer. Regulation 5 (s.5) introduces Form 13A as the prescribed form for this purpose, ensuring compliance with paragraph 75(3)(e) of the Securities Industry Act 1980. Regulation 6 (s.6) makes minor drafting changes and updates references to provisions in the ACT Companies Ordinance 1962 to the Companies Act 1981, as detailed in the Schedule. The Act imposes several obligations on the parties it governs. Firstly, entities such as investment companies must ensure that any funds raised from the public comply with the updated regulatory definitions and requirements, particularly those concerning offers and invitations to the public. Firms whose business names are not registered must lodge the specified form with the NCSC before acting as auditors for dealers. This is to ensure that the NCSC has the necessary information to oversee and regulate the activities of such firms effectively. The ACT Corporate Affairs Commission must also adapt to the changes by ceasing to be referred to as an “office” and instead be recognised as a body corporate under the new legislative framework. This change ensures that the Commission operates within the updated regulatory structure. The Statutory Rules also outline potential consequences for non-compliance with the amended regulations. While the specific penalties are not detailed in the explanatory statement, it is understood that breaches of regulations made under the Securities Industry Act 1980 could result in both civil and criminal penalties. Civil penalties could include fines and other monetary sanctions, while criminal penalties could encompass imprisonment, depending on the severity and nature of the breach. The precise penalties would be determined by the courts, taking into account the specific circumstances of each case. The amendments aim to ensure that all entities within the securities industry adhere to the updated regulatory requirements to maintain market integrity and protect investors.

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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.