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1
Corporations (Queensland) Amendment
CORPORATIONS (QUEENSLAND)
AMENDMENT BILL 2000
EXPLANATORY NOTES
GENERAL OUTLINE
Objectives of the Legislation
The objective of this Bill is to amend the Corporations (Queensland) Act
1990 to give effect to decisions of the Ministerial Council for Corporations
(MINCO) which is the body overseeing the operation of the latest National
Uniform Corporations Law Scheme. MINCO consists of relevant
ministers from the Commonwealth, the States and the Northern Territory
Governments. The establishment of MINCO is provided for in the "Heads
of Agreement" amongst the Commonwealth, States and Northern Territory
Governments and is also provided for in the Corporations Agreement dated
23 September 1997--an agreement supplementary to, and envisaged in, the
July 1990 Heads of Agreement.
One of the major functions of MINCO is to co-ordinate legislative
initiatives in relation to the refining and updating of the Corporations Law.
In this regard, the Corporations Agreement provides for the manner and
method as to how legislative proposals to the Corporations Law are to be
progressed by either the Commonwealth or the States and Northern
Territory Governments.
Reasons for the objectives and how they will be achieved
By the Corporations Legislation Amendment Act 1990 (Cwlth), the
Corporations Act 1989 (Cwlth) was converted into a law for the
government of the Australian Capital Territory [ACT]. Section 82 of the
Corporations Act 1989 (Cwlth) contains the Corporations Law which is
the legislative substance of the national scheme. Each State and the
Northern Territory has enacted legislation applying the Corporations Law
of the ACT as law of that State or Territory [see for example, section 7
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Corporations (Queensland) Amendment
Corporations (Queensland) Act 1990]. By means of this application of law
procedure, amendments to the Corporations Law of the ACT automatically
apply in each State and Territory throughout Australia.
The uniform body of companies and securities law comprised by the
Corporations Law of the ACT and the application laws of each State and
the Northern Territory is known simply as the Corporations Law.
Similarly, the regulations in force for the time being under section 22 of the
Corporations Act 1989 (Cwlth) as applied in each jurisdiction, are known
simply as the "Corporations Regulations".
A Working Party of State and Commonwealth drafters and policy
officers reported to the April 1999 meeting of MINCO on the amendments
to the Corporations ([Name of State]) Acts [State Acts], such as the
Corporations (Queensland) Act 1990, which were needed as a consequence
of the Commonwealth Government's Financial Sector Reforms and its
Corporate Law Economic Reform Program [CLERP].
At the July 1999 meeting of MINCO, the Council, amongst other things:
(a) approved the amendments to the Corporations (Victoria) Act
1990, the Corporations (New South Wales) Act 1990 and the
Corporations (Western Australia) Act 1990; and
(b) approved comparable amendments to implement its April 1999
meeting resolution recognising that minor variations may be
needed to accommodate differences between these State Acts.
The aim of the Commonwealth Government's CLERP is to ensure that
Australia's corporate law is consistent with promoting a strong and vibrant
economy. This will involve delivering a corporate regulatory regime which:
· takes full account of the Commonwealth Government's economic
objectives;
· encourages companies to fulfil their basic role of facilitating
investment, employment and wealth creation; and
· protects investors and maintains confidence in the business
environment.
CLERP includes reforms in the following areas:
· accounting standards
· fundraising
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Corporations (Queensland) Amendment
· directors' duties and corporate governance
· takeovers
· electronic commerce
· financial products, service providers and markets and
· the information to be lodged with ASIC (including annual
returns) and a review of fees.
Administrative cost to Government of implementatio
This Bill will not result in any costs to government.
Fundamental legislative principles
This Bill does not breach any fundamental legislative principles.
Consultation
This Bill is technical in its content and consequently, it has not been
necessary to consult the community. However, it has been necessary to
consult with Queensland Treasury and Queensland Treasury Corporation.
All organisations consulted support the content of the Bill.
NOTES ON PROVISIONS
The format to this statute follows the following format:
· There is a long and short title; and
· The Act is divided into three Parts which contain various clauses
giving effect to all matters relevant to the purpose of
implementing the objectives of the Bill.
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Corporations (Queensland) Amendment
Part 1--Preliminary
Short Title
Clause 1 sets out the short title of the Act.
Clause 2 provides that the Act commences on a day to be fixed by
proclamation.
Part 2--Amendment of Corporations (Queensland) Act 1990
Clause 3 provides for the amendment of the Corporations (Queensland)
Act 1990 ["Act"] in this part and the schedule.
Clause 4 amends section 15 of the Act to confirm that the Crown in right
of the State of Queensland retains immunity from the application of
Chapters 6, 6A, 6B, 6C and 6D of the Corporations Law which contain,
amongst other things, the fundraising provisions. These chapters were
inserted by the provisions of Schedule 1 of the Corporate Law Economic
Reform Program Act 1999 (Cwlth). This clause inserts a new subsection
15(3) which provides that Chapters 6, 6A, 6B, 6C and 6D of the
Corporations Law of the Queensland binds the Commonwealth as far as
the legislative power of the Parliament permits and does not bind the States
and Territories or Norfolk Island.
Clause 5 repeals Part 6 of the Act - section 21 (accounting standards) -
because of the application of the provisions of the Company Law Review
Act 1998 (Cwlth) which repeal Parts 3.6 and 3.7 of the Corporations Law
by inserting a new chapter: Chapter 2M--Financial Reports and Audit.
Clause 6 amends the definitions of `affairs' and `books' in section 60 of
the Act by correcting the cross-reference in the definition of `affairs'; and
amending the definition of `books' consistently with the recent amendment
of the same term in the Australian Securities and Investments Commission
Act 1989 (Cwlth). The clause also amends the definition of the term
"witness" in section 60 and inserts a definition of the term "panel
proceeding" in section 60 which are both necessary because of the
amendments of the same terms in the Corporate Law Economic Reform
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Corporations (Queensland) Amendment
Program Act 1999 (Cwlth). An amendment to the definition of the term
"commission" is also made in this clause because of the effect of the
Financial Sector Reform (Amendment and Transitional Provisions) Act
1998 (Cwlth).
Clause 7 repeals section 94 (Exemptions from Part 7.12) of the Act
because of the application of the provisions in the Managed Investments Act
1998 (Cwlth) and the Corporate Law Economic Reform Program Act 1999
(Cwlth).
Clause 8 inserts a new subsection in section 97 of the Act so that it has
no application after the commencement of the Corporations (Queensland)
Amendment Act 2000. Section 97 of the Act relates to the transfer of land
by companies in exchange for or in satisfaction of rights referred to in
section 195(13) of the Corporations Law which was repealed by Schedule
1 of the Company Law Review Act 1998 (Cwlth).
Part 3--Amendment of Acts Interpretation Act 1954
Clause 9 provides for the amendment of the Acts Interpretation Act
1954.
Clause 10 amends the definitions of the terms "ASC Law" and "ASC
Regulations" by omitting the term "ASC" and inserting the term "ASIC".
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Corporations (Queensland) Amendment
SCHEDULE 1
In Schedule 1, consequential amendments are made to various provisions
as follows arising from the Financial Sector Reform (Amendment and
Transitional Provisions) Act 1998 (Cwlth):
(a) to amend references to "ASC Law" to read "ASIC Law";
(b) to amend references to "ASC Regulations" to read "ASIC
Regulations";
(c) to amend the definitions of "ASC Act" to read "ASIC Act"; and
(d) to amend the references to the "Australian Securities Commission
Act 1989 (Cwlth)" and the "Australian Securities Commission"
to read the "Australian Securities and Investments Commission
Act 1989 (Cwlth)" and the "Australian Securities and Investments
Commission".
© The State of Queensland 2000