Explanatory Statement

Issued by the authority of the Parliamentary Secretary to the Treasurer

Corporations Act 2001

Subsection 1364(1) of the Corporations Act 2001 (the Act) provides that the Governor-General may make regulations prescribing matters required or permitted by the Act to be prescribed by regulations, or necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Act.

Section 601CDA of the Act, recently introduced by the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007, exempts companies, incorporated in a country that is prescribed in the Corporations Regulations 2001 (the Principal Regulations), from the requirement to lodge information or a copy of a document with the Australian Securities and Investments Commission (ASIC) that is already lodged with an authority of the prescribed foreign country whose functions include functions equivalent to any of those of ASIC.

The aim is to reduce the administrative burden of registration and the ongoing filing requirements by decreasing the information or copies of documents required to be lodged with ASIC.

The Regulations amend the Corporations Regulations 2001 (the Principal Regulations) to list New Zealand as a prescribed country.

Under the Corporations Agreement 2002, the State and Territory Governments referred their constitutional powers with respect to corporate regulation to the Commonwealth. Under subclauses 506(1) and 507(2) of the Corporations Agreement, the Commonwealth is required to consult with and receive the approval of at least three State and Territory Ministers of the Ministerial Council for Corporations (the Council) before making a regulation under the national law. The Commonwealth has received approval of the Council for the regulations.

Under subclause 511(3), the Commonwealth is required to consult with the Council as to whether proposed regulations should be exposed for public comment for between one and three months. The Commonwealth has received the approval of the Council to waive the public disclosure period for the regulations.

The Regulations are a legislative instrument for the purposes of the Legislative Instruments Act 2003. The Regulations commence on the commencement of Schedule 2 to the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Details of the Regulations are set out in the Attachment.

ATTACHMENT

Details of the Corporations Amendment Regulations 2007 (No. 8)

Regulation 1 - Name of Regulations

This regulation provides that the title of the Regulations is the Corporations Amendment Regulations 2007 (No. 8).

Regulation 2 - Commencement

This regulation provides that the Regulations commence on the commencement of Schedule 2 to the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Regulation 3 - Amendment of Corporations Regulations 2001

This regulation provides that the Corporations Regulations 2001 (the Principal Regulations) are amended as set out in Schedule 1.

Schedule 1 - Amendment

Regulation [1] - Regulation 5B.2.05

Regulation [1] of Schedule 1 to the Regulations prescribes the country of New Zealand for the purposes of paragraph 601CDA(a) of the Corporations Act, as introduced in the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007.

Regulation 5B.2.05 sits under section 601CDA which is included in Division 2 of Part 5B.2 of the Corporations Act 2001 in relation to foreign companies and is drafted as a table including New Zealand as Item 1, which will allow other countries to be prescribed in the future, if comparable arrangements are reached.

Regulation 5B.2.05 will also sit under section 601CTA, inserted in Division 3 of Part 5B.2 of the Corporations Act in relation to foreign bodies by the Corporations (NZ Closer Economic Relations) and Other Legislation Amendment Act 2007 and therefore New Zealand is also prescribed in relation to those bodies.