House of Representatives

Explanatory Memorandum

(Circulated by authority of the Treasurer, the Honourable Peter Costello MP)

9 Schedule 5: Amendment of the Corporations Law 1989 to take account of the Company Law Review Act 1998

The purpose of Schedule 5 is to amend the Corporations Law taking into account the changes in the proposed Company Law Review Act 1998 to reflect the change of name of the Australian Securities Commission (ASC) to 'Australian Securities and Investments Commission' (ASIC).

Commencement

9.1 In the event that item 32 of Schedule 3 to the proposed Company Law Review Act 1998 (a provision which renumbers 11 sections in the Corporations Law) commences before the proposed Australian Prudential Regulation Authority Act commences, Parts 1 4 of Schedule 5 come into effect at the time of the commencement of the proposed Australian Prudential Regulation Authority Act.

9.2 In the event that item 32 of Schedule 3 to the proposed Company Law Review Act commences after or at the same time as the proposed Australian Prudential Regulation Authority Act, Parts 1 4 of Schedule 5 come into effect immediately after the commencement of item 32.

9.3 Because of the possibility that Schedule 5 to the proposed Company Law Review Act will commence at a different time from the other schedules to that Act, Part 5 of Schedule 5 to the proposed Financial Sector Reform (Amendments and Transitional Provisions) Act, which amends Schedule 5 to the proposed Company Law Review Act, has a separate commencement provision.

9.4 In the event that Schedule 5 to the proposed Company Law Review Act (a schedule dealing with amendments in relation to nominal value and share capital reductions) commences before the proposed Australian Prudential Regulation Authority Act commences, Part 5 of Schedule 5 comes into effect at the time of the commencement of the proposed Australian Prudential Regulation Authority Act.

9.5 In the event that Schedule 5 to the proposed Company Law Review Act commences after or at the same time as the proposed Australian Prudential Regulation Authority Act, Part 5 of Schedule 5 comes into effect immediately after the commencement of Schedule 5 to the proposed Company Law Review Act.

Change of name of regulator

Items 1 - 156

9.6 Items 1 and 2 of Schedule 5 replace the words 'Australian Securities Commission' with the words 'Australian Securities and Investments Commission' in 2 places in the Small Business Guide.

9.7 Items 3 5 amend 3 headings in the Corporations Law taking into account the changes in the proposed Company Law Review Act to refer to ASIC.

9.8 Item 6 repeals a reference to the ASC's powers in section 1362CH and substitutes a reference to ASIC's powers.

9.9 The following items in Part 2 of Schedule 5 omit references to the ASC in the Corporations Law taking into account the changes in Schedule 1 of the proposed Company Law Review Act (the main amendments of the Corporations Law) and substitute references to ASIC: 7 123.

9.10 The following items in Parts 3 and 4 of Schedule 5 omit references to the ASC in the Corporations Law taking into account the changes in Schedules 2 - 4 to the proposed Company Law Review Act (the consequential amendments of the Corporations Law, the structural amendments of the Corporations Law and the consequential amendments of other legislation) and substitute references to ASIC:124 152.

9.11 The following items in Part 5 of Schedule 5 omit references to the ASC in the Corporations Law taking into account the changes in Schedule 5 to the proposed Company Law Review Act (amendments in relation to nominal value and share capital reductions) and substitute references to ASIC: 153 - 156.