Commonwealth of Australia Explanatory Memoranda

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TREASURY LAWS AMENDMENT (MODERNISING BUSINESS COMMUNICATIONS AND OTHER MEASURES) BILL 2023

                                      2022-2023



       THE PARLIAMENT OF THE COMMONWEALTH OF AUSTRALIA




                         HOUSE OF REPRESENTATIVES




         TREASURY LAWS AMENDMENT (MODERNISING BUSINESS
          COMMUNICATIONS AND OTHER MEASURES) BILL 2022




             SUPPLEMENTARY EXPLANATORY MEMORANDUM



    AMENDMENTS TO BE MOVED ON BEHALF OF THE GOVERNMENT




(Circulated by authority of the Assistant Treasurer and Minister for Financial Services,
                              the Hon Stephen Jones MP)
Table of Contents
Glossary................................................................................................. iii
General outline and financial impact ...................................................... 1
                         ALRC Financial Services Interim Report -
                         Parliamentary Amendments ........................................ 3
                         Statement of Compatibility with Human Rights ............ 5
Glossary
This Supplementary Explanatory Memorandum uses the following abbreviations and
acronyms.

 Abbreviation                           Definition

 ALRC                                   Australian Law Reform Commission

 Bill                                   Treasury Laws Amendment
                                        (Modernising Business Communications
                                        and Other Measures) Bill 2022

 Corporations Act                       Corporations Act 2001
 Treasury Laws Amendment (Modernising Business Communications and Other Measures) Bill
                                                                                2022

General outline and financial impact

ALRC Financial Services Interim Report -
Parliamentary Amendments

Outline
The parliamentary amendments correct a drafting error in Schedule 2 to the Bill to
preserve existing policy settings and ensure the Bill does not alter the threshold for
when a special resolution has effect. The parliamentary amendments ensure that the
threshold for passing a special resolution remains as 75 per cent of the votes cast by
members (rather than 75 per cent of the votes that may be cast).
The original Explanatory Memorandum to the Bill reflects the Bill as if amended.

Date of effect

The day after Royal Assent.

Financial impact

Nil.

Human rights implications

The parliamentary amendments do not raise human rights issues. See Statement of
Compatibility with Human Rights -- Chapter 2.

Compliance cost impact

The parliamentary amendments ensure the companies do not bear the compliance costs
of an unexpected change to the threshold for when a special resolution has effect.




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                ALRC Financial Services
Interim Report - Parliamentary
Amendments

Outline of chapter
1.1   The parliamentary amendments correct a drafting error in Schedule 2 to the
      Bill to preserve existing policy settings and ensure the Bill does not alter the
      threshold for when a special resolution has effect.
1.2   The parliamentary amendments ensure that the threshold for when a special
      resolution has effect remains as 75 per cent of the votes cast by members
      (rather than 75 per cent of the votes that may be cast).


Context of amendments
1.3   Schedule 2 to the Bill makes amendments to simplify the corporations law,
      including by ensuring that definitions do not contain any substantive
      obligations. The intent behind the amendments is to preserve the effect and
      policy of the existing law, but improve its clarity and readability.
1.4   Schedule 2 to the Bill as introduced states that a special resolution takes effect
      if it is passed by at least 75 per cent of the votes that may be cast by members
      of the scheme.
1.5   This differs from the existing position in the Corporations Act. Currently, the
      threshold in the Corporations Act is that in order to have effect, a special
      resolution must be passed by at least 75 per cent of the votes cast.


Detailed explanation of amendments
1.6   The parliamentary amendments provide that a special resolution has effect if it
      is passed by 75 per cent of the votes actually cast by members of a company or
      registered scheme who are entitled to vote, the notification requirements are
      met and the resolution is otherwise valid. [Amendments 1 and 2]
1.7   This preserves the existing threshold for when a special resolution has effect
      and ensures that the Bill does not inadvertently increase it.



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ALRC Financial Services Interim Report - Parliamentary Amendments

Commencement, application, and transitional
provisions
1.8     The amendments in Schedule 2 to the Bill commence on the day after Royal
        Assent.




4
               Statement of
Compatibility with Human Rights

Prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny)
Act 2011.

Treasury Laws Amendment (Modernising Business Communications and
Other Measures) Bill 2022


Overview
2.1    The parliamentary amendments are compatible with the human rights and
       freedoms recognised or declared in the international instruments listed in
       section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.
2.2    The parliamentary amendments ensure that the Treasury Laws Amendment
       (Modernising Business Communications and Other Measures) Bill 2022 does
       not alter the threshold for when a special resolution has effect.


Human rights implications
2.3    The parliamentary amendments do not engage any of the applicable rights or
       freedoms.


Conclusion
2.4    The parliamentary amendments are compatible with human rights as they do
       not raise any human rights issues.




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