As part of the Federal Government's legislative agenda, numerous changes have been made to the Corporations Act 2001 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth) in June and July 2012. The following is a guide to the changes made.

Corporations Amendment (Proxy Voting) Act 2012 

The Corporations Amendment (Proxy Voting) Act 2012 (Cth) received assent on 27 June 2012 as Act 73 of 2012. The Act commenced on 28 June 2012.

The Act amends s 250R of the Corporations Act 2001 to clarify that the chair of an annual general meeting can vote undirected proxies in a non-binding shareholder vote on remuneration, in cases where the shareholder provides express authorisation.

Corporations Amendment (Phoenixing and Other Measures) Act 2012

The Corporations Amendment (Phoenixing and Other Measures) Act 2012 (Cth) received assent on 26 June 2012 as Act 48 of 2012. Schedules 1 and 2 commenced on 1 July 2012.

This Act amends the Corporations Act 2001 to provide ASIC with a discretionary power to place a company into liquidation when certain criteria are met. This new power provides a process for compulsory external administration to facilitate payment of employee entitlements where a company has been abandoned. In addition, the Act includes a power to make regulations concerning the publication of notices relating to the external administration of a company.

This Act makes amendments throughout the Corporations Act 2001 including the insertion of a new Pt 5.4C entitled "Winding up by ASIC".

Clean Energy (Consequential Amendments) Act 2011

The Clean Energy (Consequential Amendments) Act 2011 (Cth) received assent on 18 November 2011 as Act 132 of 2011. Amendments to the Corporations Act 2001 are contained in Sch 2, Pt 1, which commenced on 1 July 2012.

The Act is part of the Clean Energy legislative package, which sets up the Government's carbon pricing mechanism.

Corporations Amendment (Future of Financial Advice) Act 2012

The Corporations Amendment (Future of Financial Advice) Act 2012 (Cth) received assent on 27 June 2012 as Act 67 of 2012. Schedule 1 commenced on 1 July 2012.

Corporations Amendment (Further Future of Financial Advice Measures) Act 2012

The Corporations Amendment (Further Future of Financial Advice Measures) Act 2012 (Cth) received assent on 27 June 2012 as Act 68 of 2012. Schedule 1 commenced on 1 July 2012.

These two Acts implement the Government's Future of Financial Advice reforms. The Future of Financial Advice reforms focus on the framework for the provision of financial advice. The reforms aim to improve the quality of financial advice which is provided, and build confidence in the financial planning industry by enhancing industry standards.

These Acts make substantial amendments to the Corporations Act 2001 including the insertion of a new Pt 7.7A entitled "Best interests obligations and remuneration".

Corporations Legislation Amendment (Audit Enhancement) Act 2012

The ASIC Act 2001 (Cth) was amended by the Corporations Legislation Amendment (Audit Enhancement) Act 2012 (Cth). This Act received assent on 27 June 2012 as Act 72 of 2012. Amendments to the ASIC Act 2001 contained in Sch 2 commenced on 27 June 2012. The Act also amends the Corporations Act 2001 with amendments to commence on 25 July 2012.

The Corporations Legislation Amendment (Audit Enhancement) Act 2012 (Cth) implements the legislative reforms arising from Treasury’s consultation paper, Audit quality in Australia: A strategic review, which was released on 5 March 2010. Specifically, it inserts a new Pt 2M.4A into the Corporations Act 2001 which requires an auditor to publish an "annual transparency report" under certain circumstances.

Tax Laws Amendment (2012 Measures No 2) Act 2012 

This Act received assent on 29 June 2012 as Act 99 of 2012. Schedule 1, Pt 3 amends the Corporations Act 2001 and commenced on 30 June 2012. The Act strengthens directors’ obligations to cause their company to comply with its existing Pay As You Go withholding and superannuation guarantee requirements.

Corporations Legislation Amendment Regulation 2012 (No 1)

The Corporations Regulations 2001 (Cth) and the Corporations (Fees) Regulations 2001 (Cth) have been amended by the Corporations Legislation Amendment Regulation 2012 (No 1) (Cth). This Regulation was registered on 20 June 2012 as SLI 114 of 2012. Schedules 1 and 2 commenced on 1 July 2012. Further amendments to the Corporations (Fees) Regulations 2001 contained in Sch 3 will commence on 1 July 2013.

The Regulations prescribe the manner of publication of corporate external administration notices to satisfy a liquidator’s publication obligations under the Corporations Amendment (Phoenixing and Other Measures) Act 2012 (Cth).  The Regulation also amends the Corporations (Fees) Regulations 2001 to provide for the charging of fees for the publication of these notices.

Corporations Amendment Regulation 2012 (No 4)

The Corporations Regulations 2001 was amended by the Corporations Amendment Regulation 2012 (No 4) (Cth) with the insertion of new Pts 7.7A and 10.18. This Regulation was registered on 12 July 2012 as SLI 170 of 2012. The amendments relate to the charging of ongoing fees to clients and operate in conjunction with the FOFA reforms.

Corporations Amendment Regulation 2012 (No 5)

The Corporations Regulations 2001 will be amended by the Corporations Amendment Regulation 2012 (No 5) (Cth) which inserted a new Pt 2M.4A, and new Sch 7A. The Regulation was registered on 13 July 2012 as SLI 171 of 2012 and commences on 25 July 2012 which is the date that Sch 1 of the Corporations Legislation Amendment (Audit Enhancement) Act 2012 commences to amend the Corporations Act 2001. The Regulation specifies the content required in an "annual transparency report" under the new Pt 2M.4A of the Corporations Act 2001.

Corporations Amendment Regulation 2012 (No 6)

This Regulation was registered on 13 July 2012 as SLI 172 of 2012. It makes amendments to the Corporations Regulations 2001 to clarify that litigation funding schemes and similar arrangements are not managed investment schemes under s 9 of the Corporations Act 2001. It will commence on 13 July 2013.

Corporations (Fees) Amendment Regulation 2012 (No 1)

This Regulation was registered on 12 July 2012 as SLI 173 of 2012, and commences on 1 August 2012. It amends the Corporations (Fees) Regulations 2001.