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Corporations (Consequential Amendments) Bill As Sent Print EXPLANATORY MEMORANDUM Overview The purpose of this Bill is to make amendments to a number of Acts consequential on the proposed new corporations legislation to be enacted by the Commonwealth following references of matters relating to corporations made by the States under section 51(xxxvii) of the Commonwealth Constitution. The Victorian reference is made under the Corporations (Commonwealth Powers) Act 2001. That Act refers to the Commonwealth Parliament certain matters relating to corporations, corporate regulation and financial products and services. New South Wales has enacted a similar Act and the other States are to introduce corresponding legislation. The Commonwealth proposes to enact, under the powers conferred by these references and other powers available to it, a Corporations Act and an Australian Securities and Investments Commission Act. This Bill, together with the Corporations (Commonwealth Powers) Act 2001, a Corporations (Ancillary Provisions) Bill and a Corporations (Administrative Actions) Bill, make up the legislative package needed in Victoria for the new corporations arrangements. Clause Notes Clause 1 sets out the purpose of the proposed Act. Clause 2 provides for the commencement of the proposed Act at the same time as the new Commonwealth Corporations Act. Clause 3 provides for the amendment of the Acts specified in the headings in the Schedule. 541197 BILL LA AS SENT 13/6/2001 1
Clause 4 makes an amendment to the definition of "foreign co-operative" in the Co-operatives Act 1996 (substituting a reference to an authorised deposit-taking institution for a reference to a bank). The amendment is consequential on the amendments to the references to banks in Acts made by the Statute Law Amendment (Authorised Deposit-taking Institutions) Act 2001. Schedule The Schedule sets out the consequential amendments necessary to various Victorian Acts that contain references to corporations legislation so that those references operate in future as references to Commonwealth law as enacted in the proposed Corporations Act and Australian Securities and Investments Commission Act of the Commonwealth. The Schedule-- amends provisions referring to the Corporations Law, or any part of it, so that they refer in future to the Corporations Act of the Commonwealth, or the relevant part of it; corrects references to particular provisions of the Corporations Law so that they are read in future as references to the correct provisions of the Corporations Act (this includes amendments consequential on the Corporate Law Economic Reform Program Act 1999 of the Commonwealth (CLERP)); makes similar amendments and corrections in relation to existing references to the Companies (Victoria) Code and other Code Acts; in accordance with Part 1.1A of the proposed Corporations Act of the Commonwealth, continues certain existing exemptions, exceptions and exclusions from the operation of the Corporations Law; re-enacts provisions in Acts that apply particular provisions of the Corporations Law as if they were part of those Acts, so that the provisions continue to apply as State law; makes other miscellaneous adjustments necessary for the new corporations scheme; amends Schedule 5 to the Co-operatives Act 1996 to ensure that references to foreign societies registered under the previous co-operation legislation are read as references to foreign co-operatives. 2
Where a reference to the Corporations Law is not amended by the Schedule and it is intended that the reference not be changed, whether because it is purely historical or for any other reason, the existing reference will be preserved by regulations made under the Corporations (Ancillary Provisions) Bill. It is necessary to do so because the Corporations (Ancillary Provisions) Bill contains a general translation provision (clause 11) which changes all references unless the regulations otherwise provide. 3