These Regulations are the Corporations (Review Fees) Regulations 2003.
3 Definitions
(1) In these Regulations:
Act means the Corporations Act 2001.
financial year means a period of 12 months starting on 1 July.
small transferring financial institution means a transferring financial institution of a State or Territory:
(a) for which a review date applies in accordance with sections 345A, 345B and 345C of the Act; and
(b) for which any of the following circumstances exists on 1 July immediately before that review date:
(i) a levy under the Authorised Deposit‑taking Institutions Supervisory Levy Imposition Act 1998 or the Life Insurance Supervisory Levy Imposition Act 1998 is not payable;
(ii) the minimum levy amount determined under subsection 7 (3) of the Authorised Deposit‑taking Institutions Supervisory Levy Imposition Act 1998 is payable;
(iii) the minimum levy amount determined under subsection 7 (3) of the Life Insurance Supervisory Levy Imposition Act 1998 is payable.
special purpose company means:
(a) a company holding a licence that is continued in force by section 151 of the Act and allows the company to omit ‘Limited’ from its name; or
(b) in the case of a company limited by guarantee, or by both shares and guarantee, that was registered immediately before the commencement of this paragraph—if the constitution of the company states that the company:
(i) is formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, patriotism, pension or superannuation schemes or any other object useful to the community; and
(ii) applies its profits (if any) or other income in promoting its purpose; and
(iii) prohibits the distribution of its income or property to its members; or
(c) a company that, under subsection 150 (1) of the Act, is registered without ‘Limited’ in its name; or
(d) a company the constitution of which:
(i) requires the company to pursue charitable purposes only and to apply its income in promoting those purposes; and
(ii) prohibits the company making distributions to its members and paying fees to its directors; and
(iii) requires its directors to approve all other payments the company makes to them; or
(e) a proprietary company, if:
(i) the company is the proprietor of land on which a building divided into separate residential areas and areas for common use is erected; and
(ii) the members of the company are entitled, because of the shares they hold in the company, to the exclusive occupation of 1 or more of the residential areas and to the use of the common areas; and
(iii) the company only operates to facilitate and enforce the rights of company members in relation to the exclusive occupation of the residential areas and to maintain the common areas; or
(f) a company, other than a company mentioned in paragraph (a), (b), (c), (d) or (e), if:
(i) the constitution of the company prohibits distribution of the company’s income or property to its members; and
(ii) the sole purpose of the company is to act as the trustee of a regulated superannuation fund within the meaning of section 19 of the Superannuation Industry (Supervision) Act 1993.
transferring financial institution of a State or Territory has the meaning given by clause 1 of Schedule 4 to the Act.
(2) Other expressions used in these Regulations that are defined in the Act have the same meanings as they have in that Act.
Part 2—Review fees
4 Review fees
Fees
(1) For subsection 5 (1) of the Corporations (Review Fees) Act 2003, fees are prescribed in relation to review dates for a company, registered scheme or notified foreign passport fund mentioned in an item of the table in clause 1 of Schedule 1 if the fees are to be paid annually.
(2) For subsection 5 (1) of the Corporations (Review Fees) Act 2003:
(a) fees are prescribed in relation to review dates for a company, registered scheme or notified foreign passport fund mentioned in an item of the table in clause 2 of Schedule 1 if the fees are to be paid before the conduct of the review; and
(b) a company, registered scheme or notified foreign passport fund that pays the fee prescribed by this subregulation before the conduct of the review is not required to pay another fee in relation to review dates for the period of 10 years starting when the company, registered scheme or notified foreign passport fund pays the fee.
(3) For subsection 5 (1) of the Corporations (Review Fees) Act 2003, fees are specified in relation to review dates for a company, registered scheme or notified foreign passport fund in the circumstances mentioned in the table in clause 3 of Schedule 1.
Amount of fees
(4) For subsection 6 (1) of the Corporations (Review Fees) Act 2003, the amount of a review fee for a company, registered scheme or notified foreign passport fund is:
(a) if subregulation 5 (2) applies to the fee—zero; and
(b) if subregulation (5), (6) or (7) applies:
(i) the amount specified in that subregulation (subject to subparagraph (ii) of this paragraph); or
(ii) if the amount specified in that subregulation is more than $10,000—$10,000.
Note: Regulation 5 applies if the effect of a change of review date is that there will be 2 review dates for the company, scheme or fund in a financial year.
(5) In the financial year starting on 1 July 2024, the amount of a review fee for a company, registered scheme or notified foreign passport fund is the amount mentioned in the item of the table in Schedule 1 that applies in relation to the company, scheme or fund and the review fee.
(6) In the financial year starting on 1 July 2025, or a subsequent 1 July, if the latest CPI number is greater than the earlier CPI number, the amount of a review fee for a company, registered scheme or notified foreign passport fund is the amount worked out using the formula:
Start formula start fraction previous indexable amount times latest CPI number over earlier CPI number end fraction end formula
where:
previous indexable amount is the amount of the review fee for the company, registered scheme or notified foreign passport fund that was applicable immediately before that 1 July.
(7) In the financial year starting on 1 July 2025, or a subsequent 1 July, if the latest CPI number is not greater than the earlier CPI number, the amount of a review fee for a company, registered scheme or notified foreign passport fund is the amount of the review fee that was applicable immediately before that 1 July.
(8) If, apart from this subregulation, the amount specified under subregulation (6) would be an amount of dollars and cents, the amount is to be rounded to the nearest whole dollar and, if the amount to be rounded is 50 cents, rounded down.
(9) For this regulation:
(a) 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
(b) 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.
(10) 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.
5 No fee for second review date in a financial year
(1) This regulation applies if:
(a) a company, responsible entity of a registered scheme or operator of a notified foreign passport fund changes the review date for the company, scheme or fund under section 345B of the Act; and
(b) the effect of the change of review date is that there will be 2 review dates for the company, scheme or fund in a financial year.
(2) For subsection 6 (1) of the Corporations (Review Fees) Act 2003, no review fee is prescribed for the second of the review dates mentioned in paragraph (1) (b).
Part 3—Application, saving and transitional provisions
Division 1—Amendments made by the Corporations (Review Fees) Amendment (Corporate Collective Investment Vehicle Framework) Regulations 2022
6 Indexation of review fees for CCIVs
(1) Despite subregulations 4(4), (6) and (7), in the financial year starting on 1 July 2022, the amount of a review fee prescribed in relation to review dates for a company mentioned in item 102A of the table in Part 1 or 1A of Schedule 1, as inserted by the amending regulations, is the amount mentioned in column 3 of the item in that Part for the company.
(2) In this regulation:
amending regulations means the Corporations (Review Fees) Amendment (Corporate Collective Investment Vehicle Framework) Regulations 2022.
Division 2—Amendments made by the Corporations (Review Fees) Amendment (2025 Measures No. 1) Regulations 2025
7 Application and transitional provisions
Upfront fees
(1) To avoid doubt, if:
(a) before the commencement of the amending regulations, a company, registered scheme or notified foreign passport fund paid in relation to a review date a fee prescribed by subregulation 4(2), as in force at the time the payment was made; and
(b) at that time, the company, scheme or fund was mentioned in an item of Part 1A of Schedule 1 to these Regulations; and
(c) the payment was made before the conduct of the review relating to the review date;
then subregulation 4(2), as amended by the amending regulations, applies in relation to the company, scheme or fund at and after the commencement of the amending regulations as if it had paid the fee prescribed by that subregulation before the conduct of the review.
Fee amounts
(2) The amendment of subregulation 4(5) made by the amending regulations applies in relation to a review fee in the financial year starting on 1 July 2024 for a review date that occurs at or after the commencement of the amending regulations.
(3) The amendments of subregulations 4(6) and (7) made by the amending regulations apply in relation to review fees in a financial year starting on or after 1 July 2025.
(4) For the purposes of subregulations 4(6) and (7), the amount of a review fee applicable immediately before 1 July 2025 is taken to be the amount applicable under Schedule 1 as amended by the amending regulations.
Definitions
(5) In this regulation:
amending regulations means the Corporations (Review Fees) Amendment (2025 Measures No. 1) Regulations 2025.
Division Division 2 - Corporations (Review Fees) Regulations 2003 - Amendments made by the Corporations (Review Fees) Amendment (2025 Measures No. 1) Regulations 2025 | Zoe