Companies Office (Also known as Companies Registration Office)

Full description

Establishment

Following proclamation of the Companies Act 1958 (No.6455) on 1 April 1959, responsibility for the registration of companies and business names was assumed by the Registrar of Companies and the Companies Registration Office (as it was known until 1970) was established. The Companies Office was initially a branch of the Office of the Registrar General and the Office of Titles (VA 862) which was a division of the Law Department (VA 2825) but subsequently became a division in its own right. The Registrar of Companies assumed responsibility for functions previously administered by the Registrar General.

Responsibilities of the Companies Office

The Companies Office was responsible for:

administering the various provisions of the Companies Act 1958

registering (or denying registration to) companies incorporated as either limited, unlimited, or, in the case of mining companies, with no liability to members; (The majority were "limited liability" companies either "public", in which the general public could hold shares, or "proprietary" () in which a maximum of fifty people could hold shares)

preventing the use of undesirable trading names for companies, or names too similar to ones already existing

registering "foreign" companies incorporated outside Victoria but with established places of business within Victoria

registering the memorandum or Articles of Association of a company, its prospectus, and its allotment of shares

The Act also made provision for the winding up of companies, "take-over" offers, compliance with conditions where public subscriptions were involved, inspection and investigation of companies affairs, company directors and their responsibility to disclose interests in contracts and to register their shareholdings, the keeping, auditing and publication of company accounts, the holding of Annual General Meetings, the maintenance of a register of debenture holders, and the alteration of Articles of Association.

The Act made provision for a Companies Auditors Board to be established with responsibility for the registration and discipline of company auditors and liquidators.

Establishment of the Corporate Affairs Office

In 1974, in accordance with the provisions of the Interstate Corporate Affairs Agreement, the governments of Queensland, New South Wales and Victoria agreed to establish an Interstate Corporate Affairs Commission. The declared intentions of the Agreement were to achieve greater uniformity in the law relating to companies and the regulation of the securities industry; to establish reciprocal arrangements and common standards and procedures; to co-ordinate the administration of the law relating to companies and thus avoid unnecessary duplication and to increase the protection afforded to the investing public. The Government of each of the participating States argued that there should be uniformity in administration and reciprocal arrangements with respect to:

incorporation of companies
the regulation of the securities industry and trading in securities
registration of prospectuses
approval of trust deeds and trustees in relation to interests
requirements relating to accounts and audit
proclamation of companies as investment companies
class and individual exemption powers relating to fund raising, &c. and to takeovers

and such matters relating to corporate affairs as the Ministerial Council from time to time designates.

The Agreement also made provision for the subsequent participation of other State or Territory Governments.

In Victoria the Agreement was given effect by the proclamation of the Companies (Interstate Corporate Affairs Commission) Act 1974 (No.8565) and under the provisions of this Act, the powers of the Registrar of Companies were transferred to the Commissioner for Corporate Affairs and the Companies Office was renamed the Corporate Affairs Office (VA 679).

Location of Records

For records relating to the registration and regulation of companies see also List of Holdings 2nd edition 1985, section 3.4.12 (Registrar General to Corporate Affairs Office).