1Name of Regulations
These Regulations are the Corporations (Fees) Regulations 2001.
Parliamentary material from APH and the Federal Register of Legislation. Links open the official source in a new tab.
These Regulations are the Corporations (Fees) Regulations 2001.
A number of expressions used in these Regulations are defined in the Act or Part 1.2 (Interpretation) of the Corporations Act: see subsection 4(2) of the Act.
In these Regulations::
Act means the Corporations (Fees) Act 2001.
ASIC staff member means a staff member within the meaning of the ASIC Act.
control transaction has the meaning given by regulation 4B.
Corporations Act means the Corporations Act 2001.
Corporations Regulations means the Corporations Regulations 2001.
indexable matter: see subregulation 3(2A).
member of ASIC means a member of ASIC under Part 5 of the ASIC Act.
old Law has the same meaning as in section 1451 of the old Corporations Law.
Part 5.1 arrangement has the meaning given by subregulation 4(2).
regulation 4 body has the meaning given by subregulation 4(3).
retail financial services licence means an Australian financial services licence that covers the provision of a financial service to a retail client, whether or not the licence also covers the provision of a financial service to a wholesale client.
threshold value:
for a lodgement under subsection 411(10) or 601GC(2) of the Corporations Act—has the meaning given by regulation 4C of these Regulations; and
for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act—has the meaning given by regulation 4F of these Regulations.
wholesale financial services licence means an Australian financial services licence that is not a retail financial services licence.
In Schedules 1 and 2, a reference to a chapter, part, division, section, subsection, paragraph or subparagraph, without reference to an enactment, is a reference to that chapter, part, division, section, subsection, paragraph or subparagraph of the Corporations Act.
For section 5 of the Act, a fee is prescribed for a chargeable matter mentioned in an item in Schedule 1 or 2, unless “no fee” appears in column 2 of the item in relation to the matter.
Fees for other chargeable matters are prescribed in Divisions 2 and 3 of this Part.
The amount of the fee on or after 4 July 2018 is, subject to subregulations (3) to (5), the amount mentioned in column 2 of the item in relation to the matter.
Indexable matters
A chargeable matter is an indexable matter if it is mentioned in an item in Schedule 2, unless “no fee” appears in column 2 of the item in relation to the matter.
In the financial year starting on or after 1 July 2019, if the latest CPI number is greater than the earlier CPI number, the fee for an indexable matter is the amount worked out using the formula:
where:
previous indexable amount is the amount of the fee for the indexable matter that was applicable immediately before that 1 July.
In the financial year starting on or after 1 July 2019 if the latest CPI number is not greater than the earlier CPI number, the fee for an indexable matter is the amount of the fee for the indexable matter that was applicable immediately before that 1 July.
If the amount worked out under subregulation (3) is an amount of dollars and cents:
if the amount of cents is at least 50 cents—the amount is to be rounded up to the nearest dollar; or
otherwise—the amount is to be rounded down to the nearest dollar.
For this regulation:
if the Australian Statistician publishes a CPI number for a March quarter in substitution for a CPI number previously published by the Australian Statistician for that quarter, the publication of the later CPI number must be disregarded; and
if the Australian Statistician changes the reference base for the Consumer Price Index, then, after the change is made, regard must be had only to the CPI numbers published using the new reference base.
In this regulation:
CPI number means the All Groups Consumer Price Index number (being the weighted average of the 8 Australian capital cities) published by the Australian Statistician.
earlier CPI number is the CPI number for the March quarter 2 financial years before the relevant financial year begins.
latest CPI number is the CPI number for the last March quarter before the relevant financial year begins.
For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (4) of this regulation is prescribed for lodging under subsection 411(10) of the Corporations Act a copy of an order of approval of a Part 5.1 arrangement in relation to a regulation 4 body, if:
the Part 5.1 arrangement is, or is part of, a control transaction in relation to the regulation 4 body; and
the threshold value for the lodgement is equal to or greater than $10 million; and
the lodgement occurs between 1 January 2025 and 31 December 2027.
A Part 5.1 arrangement in relation to a regulation 4 body is a compromise or arrangement under Part 5.1 of the Corporations Act between the regulation 4 body and its members, or a class of its members.
A regulation 4 body is:
a listed company; or
an unlisted company with more than 50 members; or
a listed registrable Australian body that is registered under Division 1 of Part 5B.2 of the Corporations Act.
For the purposes of subregulation (1), the fee is the fee worked out using the following table:
Fee | ||
|---|---|---|
Item | Column 1 If the threshold value for the lodgement is … | Column 2 then the fee is … |
1 | greater than $500 million | $195,000. |
2 | (a) less than or equal to $500 million; and (b) equal to or greater than $100 million | $145,000. |
3 | (a) less than $100 million; and (b) equal to or greater than $35 million | $50,000. |
4 | (a) less than $35 million; and (b) equal to or greater than $10 million | $10,000. |
For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging under subsection 601GC(2) of the Corporations Act a copy of a modification of the constitution of a listed registered scheme or a new constitution of a listed registered scheme, if:
the modification, or the repeal and replacement, of the constitution of the registered scheme is part of a control transaction in relation to the scheme; and
the threshold value for the lodgement is equal to or greater than $10 million; and
the lodgement occurs between 1 January 2025 and 31 December 2027.
For the purposes of subregulation (1), the fee is the fee worked out using the following table:
Fee | ||
|---|---|---|
Item | Column 1 If the threshold value for the lodgement is … | Column 2 then the fee is … |
1 | greater than $500 million | $195,000. |
2 | (a) less than or equal to $500 million; and (b) equal to or greater than $100 million | $145,000. |
3 | (a) less than $100 million; and (b) equal to or greater than $35 million | $50,000. |
4 | (a) less than $35 million; and (b) equal to or greater than $10 million | $10,000. |
Regulation 4 bodies
One or more Part 5.1 arrangements in relation to a regulation 4 body constitute a control transaction in relation to the regulation 4 body if the Part 5.1 arrangement or arrangements result in:
a person beginning to control the regulation 4 body; or
the voting power of a person in the regulation 4 body increasing:
from 50% or below to more than 50%; or
from a starting point that is above 50%.
However, one or more Part 5.1 arrangements are not a control transaction if:
their sole object is to exchange securities in the regulation 4 body for securities in a body or managed investment scheme (the new body) in such a way that subregulation (3) applies; or
they are, or are part of, an internal restructure or reorganisation of a group of persons who are:
related bodies corporate; or
related by means of trust or partnership.
This subregulation applies if, immediately after the exchange, the voting power in the new body of each person who was:
if the Part 5.1 arrangement, or any of the Part 5.1 arrangements, are with all of the members of the regulation 4 body—a member of the regulation 4 body immediately before the exchange; or
if the Part 5.1 arrangement, or all of the Part 5.1 arrangements, are with a class or classes of members of the regulation 4 body—a member of that class or any of those classes;
is the same as the voting power the member had in the regulation 4 body immediately before the exchange.
Listed registered schemes
An arrangement is a control transaction in relation to a listed registered scheme if the arrangement results in:
a person beginning to control the registered scheme; or
the voting power of a person in the registered scheme increasing:
from 50% or below to more than 50%; or
from a starting point that is above 50%.
For the purposes of paragraph (4)(a) of this regulation, in working out whether a person begins to control the registered scheme, apply section 50AA of the Corporations Act with the modifications set out in paragraphs 604(1)(a) to (h) of that Act in relation to the registered scheme.
This regulation applies to a control transaction in relation to:
a regulation 4 body; or
a listed registered scheme.
For the purposes of this regulation, a security is:
a share in the regulation 4 body; or
an interest in the listed registered scheme;
other than a share or interest issued under the control transaction.
The threshold value for:
a lodgement under subsection 411(10) of the Corporations Act of a copy of an order of approval of a Part 5.1 arrangement in relation to the regulation 4 body that is, or is part of, the control transaction; or
if the control transaction includes a modification of the constitution of the listed registered scheme, or the repeal and replacement of the constitution of the listed registered scheme—a lodgement under subsection 601GC(2) of the Corporations Act of a copy of the modification, or a copy of the new constitution of the listed registered scheme;
is the amount worked out using the following formula:
Start formula The value, at lodgement, of the consideration payable, per security, under the control transaction for acquiring a security or for the cancellation of a security times The number of securities at lodgement, including any securities which are not acquired or cancelled under the control transaction end formula
If the control transaction provides for the acquisition or cancellation of securities in only one class of securities, treat a reference in subregulation (3) to a security as being a reference to a security of that class.
If the control transaction provides for the acquisition or cancellation of securities in 2 or more classes of securities, work out the threshold value for the lodgement by:
applying the formula in subregulation (3) to work out an amount in respect of each of those classes, treating a reference in that formula to a security as being a reference to a security in that class; and
adding up the amounts worked out under paragraph (a) of this subregulation.
For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging a notice under paragraph 661B(1)(b) of the Corporations Act relating to a compulsory acquisition of securities following a takeover bid, if:
the threshold value for the lodgement is equal to or greater than $10 million; and
the lodgement occurs between 1 January 2025 and 31 December 2027.
For the purposes of subregulation (1), the fee is the fee worked out using the following table:
Fee | ||
|---|---|---|
Item | Column 1 If the threshold value for the lodgement is … | Column 2 then the fee is … |
1 | greater than $500 million | $194,198. |
2 | (a) less than or equal to $500 million; and (b) equal to or greater than $100 million | $144,198. |
3 | (a) less than $100 million; and (b) equal to or greater than $35 million | $49,198. |
4 | (a) less than $35 million; and (b) equal to or greater than $10 million | $9,198. |
For the purposes of section 5 of the Act, and subject to regulation 4H of these Regulations, the fee set out in subregulation (2) of this regulation is prescribed for lodging a notice under paragraph 662B(1)(b) of the Corporations Act relating to a right to buy out holders of bid class securities following a takeover bid, if:
the threshold value for the lodgement is equal to or greater than $10 million; and
the lodgement occurs between 1 January 2025 and 31 December 2027.
For the purposes of subregulation (1), the fee is the fee worked out using the following table:
Fee | ||
|---|---|---|
Item | Column 1 If the threshold value for the lodgement is … | Column 2 then the fee is … |
1 | greater than $500 million | $194,359. |
2 | (a) less than or equal to $500 million; and (b) equal to or greater than $100 million | $144,359. |
3 | (a) less than $100 million; and (b) equal to or greater than $35 million | $49,359. |
4 | (a) less than $35 million; and (b) equal to or greater than $10 million | $9,359. |
The threshold value for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act relating to a takeover bid is the amount worked out using the following formula:
Start formula The value, at lodgement, of the consideration payable, per security, under the terms that apply under section 661C or 662C of the Corporations Act (disregarding any election under paragraph 661C(2)(a) or subsection 662C(1)) times The number of securities in the bid class at lodgement, including any securities in which the bidder and its associates already have a relevant interest end formula
If 2 or more takeover bids, by the same bidder, for securities in the same target occur together, work out the threshold value for a lodgement under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act relating to any of those bids by:
applying the formula in subregulation (1) of this regulation to work out an amount in respect of each of those bids (including any bid in relation to which a notice is not lodged under paragraph 661B(1)(b) or 662B(1)(b) of the Corporations Act); and
adding up the amounts worked out under paragraph (a) of this subregulation.
To avoid doubt, a fee prescribed by this Subdivision for a lodgement is in addition to any fee prescribed by Division 1 for the lodgement.
Showing the first 12 of 25 provisions. See all provisions