{"id":"C1956A00041","name":"ANL Act 1956","slug":"anl-act-1956","collection":"act","jurisdiction":"commonwealth","status":"repealed","isInForce":false,"actNumber":"41 of 1956","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":4795,"registerId":"commonwealth-C1956A00041-current","compilationNumber":null,"startDate":"2026-03-30","status":"Repealed","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part I","sectionType":"part","heading":"Preliminary","content":"## Part I—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n  This Act may be cited as the ANL Act 1956.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation","content":"#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> amount includes a nil amount.\n\n> ANL means the body corporate that, at the commencement of this section, exists, because of subsection 7(1), under the name “Australian Shipping Commission”.\n\n> articles means articles of association.\n\n> Australian Capital Territory includes the Jervis Bay Territory.\n\n> authorised person means:\n\n    (a) the Minister; or\n    (b) the holder of an authorising office.\n\n> authorising office means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition.\n\n> employment, in relation to a staff member, means employment by, or service with, ANL.\n\n> group company means:\n\n    (a) ANL; or\n    (b) a wholly‑owned subsidiary of ANL.\n\n> liability includes a debt or obligation.\n\n> member, in relation to ANL at any time before the transition, includes a Commissioner.\n\n> memorandum means memorandum of association.\n\n> operate, in relation to a name, has the meaning given by section 4.\n\n> property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description.\n\n> protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(20) of the Constitution.\n\n> protected business name means any of the following names:\n\n    (a) ANL;\n    (b) Australian National Line;\n    (c) Maritime Agencies of Australia;\n    (d) Searoad;\n    (e) such other names as are prescribed for the purposes of this definition.\n\n> protected company name means any of the following names:\n\n    (a) ANL Limited;\n    (b) such other names as are prescribed for the purposes of this definition.\n\n> protected name means a protected business name or a protected company name.\n\n> protection time, in relation to a protected name, means the time immediately before:\n\n    (a) in the case of a name prescribed for the purposes of the definition of protected business name or protected company name—the name first became so prescribed; or\n    (b) in any other case—the commencement of this section.\n\n> registered, in relation to a name, includes reserved.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n> staff member means a person who, immediately before the transition, is:\n\n    (a) the Managing Director of ANL;\n    (b) an officer of ANL; or\n    (c) a temporary or casual employee of ANL.\n\n> subsidiary has the meaning given by section 4A.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transition means the commencement of Part IIIA.\n\n> wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate:\n\n    (a) that is a subsidiary of the holding body;\n    (b) none of whose members is a person other than:\n    (i) the holding body;\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or\n    (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) the holding body; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Operating under a name","content":"#### 4 Operating under a name\n\n  A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:\n    (a) in any case—using the name in the State or Territory;\n    (b) if the name is the body’s name—establishing a place of business, or carrying on business, within the State or Territory; or\n    (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory.","sortOrder":4},{"sectionNumber":"4A","sectionType":"section","heading":"Subsidiaries","content":"#### 4A Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.","sortOrder":5},{"sectionNumber":"6","sectionType":"section","heading":"Extension to Territories","content":"#### 6 Extension to Territories\n\n  This Act extends to every external Territory.","sortOrder":6},{"sectionNumber":"Part III","sectionType":"part","heading":"Creation of capital structure and other steps prior to conversion of ANL into public company","content":"## Part III—Creation of capital structure and other steps prior to conversion of ANL into public company","sortOrder":7},{"sectionNumber":"38","sectionType":"section","heading":"Share capital of ANL","content":"#### 38 Share capital of ANL\n\n  (1) As from the commencement of this Part, ANL shall have a share capital.\n  (2) The amount of the share capital shall be equal to the amount that subsection 39(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital shall be divided into shares of $1 each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.","sortOrder":8},{"sectionNumber":"39","sectionType":"section","heading":"Issue of shares in ANL","content":"#### 39 Issue of shares in ANL\n\n  (1) As soon as practicable after the commencement of this Part, ANL shall apply the capital that it has at that commencement in paying up, in full, shares in ANL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), ANL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full ANL’s obligations to repay the capital to the Commonwealth.\n  (5) The shares issued under subsection (3) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).\n  (6) A person is not a member of ANL at any time before the transition merely because the person holds shares in ANL.","sortOrder":9},{"sectionNumber":"40","sectionType":"section","heading":"New name of ANL","content":"#### 40 New name of ANL\n\n  (1) On the day immediately before the transition, ANL’s name is, by force of this subsection, changed to ANL Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) ANL were a company, within the meaning of that Act, when the change was made; and\n    (b) the change were made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) ANL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.","sortOrder":10},{"sectionNumber":"41","sectionType":"section","heading":"ANL to apply to be registered as company etc.","content":"#### 41 ANL to apply to be registered as company etc.\n\n  (1) ANL shall, on the day immediately before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “ANL Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for ANL.\n  (2) The application mentioned in paragraph (1)(a) shall, subject to the regulations, be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1)(c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) ANL shall be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to reserve the name “ANL Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).","sortOrder":11},{"sectionNumber":"Part IIIA","sectionType":"part","heading":"Conversion of ANL into public company","content":"## Part IIIA—Conversion of ANL into public company","sortOrder":12},{"sectionNumber":"42","sectionType":"section","heading":"ANL taken to be registered under Companies Act","content":"#### 42 ANL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to grant the application mentioned in paragraph 41(1)(a) and to register ANL as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the commencement of this Part;\n    (c) to have so registered ANL, at the commencement of this Part:\n    (i) by the name “ANL Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of that Act, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “ANL Limited” in relation to ANL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of ANL’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, ANL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.","sortOrder":13},{"sectionNumber":"43","sectionType":"section","heading":"Memorandum and articles of ANL","content":"#### 43 Memorandum and articles of ANL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 41(1)(c):\n    (a) are respectively the memorandum, and the articles, of ANL; and\n    (b) bind ANL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to ANL’s memorandum and articles as if they had been registered as such under that Act.","sortOrder":14},{"sectionNumber":"44","sectionType":"section","heading":"Membership of ANL","content":"#### 44 Membership of ANL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of ANL ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in ANL at the commencement of this Part becomes, by force of this subsection, a member of ANL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of ANL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of ANL under ANL’s memorandum and articles.","sortOrder":15},{"sectionNumber":"45","sectionType":"section","heading":"Application of certain provisions of Companies Act","content":"#### 45 Application of certain provisions of Companies Act\n\n  (1) If all the shares in ANL are beneficially owned by the Commonwealth, subsection 82(1), and paragraph 364(1)(d), of the Companies Act 1981 do not apply in relation to ANL, and subsection 244(6) of that Act applies in relation to ANL as if:\n    (a) the Commonwealth were a holding company, within the meaning of that subsection, of ANL;\n    (b) the Commonwealth held the whole of the issued shares in ANL; and\n    (c) the Minister were a representative of the Commonwealth authorised under subsection 244(3) of that Act.\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to ANL.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of ANL merely because he or she was a member of ANL, or acted as a member of ANL, before the commencement of this Part.","sortOrder":16},{"sectionNumber":"46","sectionType":"section","heading":"Accounting records","content":"#### 46 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied to ANL because of this Act) shall be taken to be accounting records kept by ANL under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.","sortOrder":17},{"sectionNumber":"47","sectionType":"section","heading":"Accounts","content":"#### 47 Accounts\n\n  (1) This section has effect for the purposes of:\n    (a) the Companies Act 1981; and\n    (b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, ANL because of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied to ANL because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of ANL that was:\n    (a) made out in relation to that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.","sortOrder":18},{"sectionNumber":"48","sectionType":"section","heading":"Operation of section 25B of Acts Interpretation Act","content":"#### 48 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to ANL.","sortOrder":19},{"sectionNumber":"49","sectionType":"section","heading":"Effect of Part—summary","content":"#### 49 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) ANL is a company registered under the Companies Act 1981;\n    (b) ANL’s name is “ANL Limited”;\n    (c) ANL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to ANL.","sortOrder":20},{"sectionNumber":"Part IV","sectionType":"part","heading":"Use of certain names","content":"## Part IV—Use of certain names","sortOrder":21},{"sectionNumber":"50","sectionType":"section","heading":"Protected body may operate under protected company name","content":"#### 50 Protected body may operate under protected company name\n\n  A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.","sortOrder":22},{"sectionNumber":"52","sectionType":"section","heading":"Other persons not to use protected names","content":"#### 52 Other persons not to use protected names\n\n  (1) A person other than a protected body shall not:\n    (a) use in relation to a business, trade, profession or occupation;\n    (b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);\n    (c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or\n    (d) use in relation to:\n    (i) goods or services; or\n    (ii) the promotion, by any means, of the supply or use of goods or services;\n  a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.\n\nPenalty: 10 penalty units.\n\n  (2) Nothing in subsection (1) limits anything else in that subsection.","sortOrder":23},{"sectionNumber":"53","sectionType":"section","heading":"Exceptions for pre‑existing rights","content":"#### 53 Exceptions for pre‑existing rights\n\n  (1) Nothing in section 52, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:\n    (a) a trade mark that is registered under the Trade Marks Act 1955; or\n    (b) a design that is registered under the Designs Act 2003;\n  and was so registered, or was registered under the Designs Act 1906, at the protection time in relation to the name.\n  (2) Nothing in section 52, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the relevant name) by a person in a particular manner if, at the protection time in relation to the protected name, the person:\n    (a) was using the relevant name in good faith in that manner; or\n    (b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as the goods or services of the first‑mentioned person.","sortOrder":24},{"sectionNumber":"54","sectionType":"section","heading":"Use of other names by protected bodies","content":"#### 54 Use of other names by protected bodies\n\n  This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.","sortOrder":25},{"sectionNumber":"55","sectionType":"section","heading":"Registration on Business Names Register","content":"#### 55 Registration on Business Names Register\n\n  This Part does not prevent a protected body from registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.","sortOrder":26},{"sectionNumber":"Part V","sectionType":"part","heading":"Staff matters","content":"An Act relating to the constitution of ANL as a public company, and for related purposes\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the ANL Act 1956.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> amount includes a nil amount.\n\n> ANL means the body corporate that, at the commencement of this section, exists, because of subsection 7(1), under the name “Australian Shipping Commission”.\n\n> articles means articles of association.\n\n> Australian Capital Territory includes the Jervis Bay Territory.\n\n> authorised person means:\n\n    (a) the Minister; or\n    (b) the holder of an authorising office.\n\n> authorising office means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition.\n\n> employment, in relation to a staff member, means employment by, or service with, ANL.\n\n> group company means:\n\n    (a) ANL; or\n    (b) a wholly‑owned subsidiary of ANL.\n\n> liability includes a debt or obligation.\n\n> member, in relation to ANL at any time before the transition, includes a Commissioner.\n\n> memorandum means memorandum of association.\n\n> operate, in relation to a name, has the meaning given by section 4.\n\n> property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description.\n\n> protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(20) of the Constitution.\n\n> protected business name means any of the following names:\n\n    (a) ANL;\n    (b) Australian National Line;\n    (c) Maritime Agencies of Australia;\n    (d) Searoad;\n    (e) such other names as are prescribed for the purposes of this definition.\n\n> protected company name means any of the following names:\n\n    (a) ANL Limited;\n    (b) such other names as are prescribed for the purposes of this definition.\n\n> protected name means a protected business name or a protected company name.\n\n> protection time, in relation to a protected name, means the time immediately before:\n\n    (a) in the case of a name prescribed for the purposes of the definition of protected business name or protected company name—the name first became so prescribed; or\n    (b) in any other case—the commencement of this section.\n\n> registered, in relation to a name, includes reserved.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n> staff member means a person who, immediately before the transition, is:\n\n    (a) the Managing Director of ANL;\n    (b) an officer of ANL; or\n    (c) a temporary or casual employee of ANL.\n\n> subsidiary has the meaning given by section 4A.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transition means the commencement of Part IIIA.\n\n> wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate:\n\n    (a) that is a subsidiary of the holding body;\n    (b) none of whose members is a person other than:\n    (i) the holding body;\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or\n    (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) the holding body; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 4 Operating under a name\n\n  A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:\n    (a) in any case—using the name in the State or Territory;\n    (b) if the name is the body’s name—establishing a place of business, or carrying on business, within the State or Territory; or\n    (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory.\n\n#### 4A Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.\n\n#### 6 Extension to Territories\n\n  This Act extends to every external Territory.\n\n## Part III—Creation of capital structure and other steps prior to conversion of ANL into public company\n\n#### 38 Share capital of ANL\n\n  (1) As from the commencement of this Part, ANL shall have a share capital.\n  (2) The amount of the share capital shall be equal to the amount that subsection 39(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital shall be divided into shares of $1 each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 39 Issue of shares in ANL\n\n  (1) As soon as practicable after the commencement of this Part, ANL shall apply the capital that it has at that commencement in paying up, in full, shares in ANL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), ANL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full ANL’s obligations to repay the capital to the Commonwealth.\n  (5) The shares issued under subsection (3) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).\n  (6) A person is not a member of ANL at any time before the transition merely because the person holds shares in ANL.\n\n#### 40 New name of ANL\n\n  (1) On the day immediately before the transition, ANL’s name is, by force of this subsection, changed to ANL Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) ANL were a company, within the meaning of that Act, when the change was made; and\n    (b) the change were made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) ANL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n#### 41 ANL to apply to be registered as company etc.\n\n  (1) ANL shall, on the day immediately before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “ANL Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for ANL.\n  (2) The application mentioned in paragraph (1)(a) shall, subject to the regulations, be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1)(c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) ANL shall be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to reserve the name “ANL Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n## Part IIIA—Conversion of ANL into public company\n\n#### 42 ANL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to grant the application mentioned in paragraph 41(1)(a) and to register ANL as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the commencement of this Part;\n    (c) to have so registered ANL, at the commencement of this Part:\n    (i) by the name “ANL Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of that Act, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “ANL Limited” in relation to ANL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of ANL’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, ANL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 43 Memorandum and articles of ANL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 41(1)(c):\n    (a) are respectively the memorandum, and the articles, of ANL; and\n    (b) bind ANL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to ANL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 44 Membership of ANL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of ANL ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in ANL at the commencement of this Part becomes, by force of this subsection, a member of ANL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of ANL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of ANL under ANL’s memorandum and articles.\n\n#### 45 Application of certain provisions of Companies Act\n\n  (1) If all the shares in ANL are beneficially owned by the Commonwealth, subsection 82(1), and paragraph 364(1)(d), of the Companies Act 1981 do not apply in relation to ANL, and subsection 244(6) of that Act applies in relation to ANL as if:\n    (a) the Commonwealth were a holding company, within the meaning of that subsection, of ANL;\n    (b) the Commonwealth held the whole of the issued shares in ANL; and\n    (c) the Minister were a representative of the Commonwealth authorised under subsection 244(3) of that Act.\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to ANL.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of ANL merely because he or she was a member of ANL, or acted as a member of ANL, before the commencement of this Part.\n\n#### 46 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied to ANL because of this Act) shall be taken to be accounting records kept by ANL under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.\n\n#### 47 Accounts\n\n  (1) This section has effect for the purposes of:\n    (a) the Companies Act 1981; and\n    (b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, ANL because of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied to ANL because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of ANL that was:\n    (a) made out in relation to that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 48 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to ANL.\n\n#### 49 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) ANL is a company registered under the Companies Act 1981;\n    (b) ANL’s name is “ANL Limited”;\n    (c) ANL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to ANL.\n\n## Part IV—Use of certain names\n\n#### 50 Protected body may operate under protected company name\n\n  A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.\n\n#### 52 Other persons not to use protected names\n\n  (1) A person other than a protected body shall not:\n    (a) use in relation to a business, trade, profession or occupation;\n    (b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);\n    (c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or\n    (d) use in relation to:\n    (i) goods or services; or\n    (ii) the promotion, by any means, of the supply or use of goods or services;\n  a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.\n\nPenalty: 10 penalty units.\n\n  (2) Nothing in subsection (1) limits anything else in that subsection.\n\n#### 53 Exceptions for pre‑existing rights\n\n  (1) Nothing in section 52, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:\n    (a) a trade mark that is registered under the Trade Marks Act 1955; or\n    (b) a design that is registered under the Designs Act 2003;\n  and was so registered, or was registered under the Designs Act 1906, at the protection time in relation to the name.\n  (2) Nothing in section 52, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the relevant name) by a person in a particular manner if, at the protection time in relation to the protected name, the person:\n    (a) was using the relevant name in good faith in that manner; or\n    (b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as the goods or services of the first‑mentioned person.\n\n#### 54 Use of other names by protected bodies\n\n  This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.\n\n#### 55 Registration on Business Names Register\n\n  This Part does not prevent a protected body from registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.\n\n## Part V—Staff matters\n\n#### 56 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues at and after the transition to be employed by ANL on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 57 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 56 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by ANL, it would have been necessary to take into account a period during which the staff member was employed by ANL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by ANL;\n  ANL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 58 Effect of sections 56 and 57\n\n  Sections 56 and 57 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 59 Variation of terms and conditions\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions;\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n#### 60 Application of Part IV of Public Service Act\n\n  For the purposes of the application, after the transition, of Part IV of the Public Service Act 1922 in relation to a staff member, ANL shall be taken to be declared, by regulations in force under that Act, to be a Commonwealth authority for the purposes of that Part.\n\n## Part VI—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 61 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 39(3);\n    (b) the change of name made by subsection 40(1);\n    (c) the reservation of name made by paragraph 41(5)(b);\n    (d) ANL’s registration as a company by force of this Act;\n    (e) the operation of this Act; or\n    (f) giving effect to a matter referred to in another paragraph of this definition or otherwise giving effect to this Act.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 62 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 63 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except so far as the contrary is established.\n\n### Division 2—Application of Income Tax Assessment Act\n\n#### 64 ANL to be taken to have had share capital\n\n  For the purposes of the Income Tax Assessment Act 1936, ANL shall be taken to have had, at all times before it complies with subsection 39(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n## Part VII—Miscellaneous\n\n#### 65 ANL not public authority etc.\n\n  ANL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 66 Additional powers and functions under State or Territory laws\n\n  (1) It is the intention of the Parliament that ANL should have such additional powers and functions as are conferred on it by or under a law of a State or Territory.\n  (2) Subsection (1) has effect subject to the regulations.\n\n#### 67 Judicial notice of ANL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of ANL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 68 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by ANL such reasonable amount of compensation as is agreed on between the person and ANL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section, acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 69 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":27},{"sectionNumber":"56","sectionType":"section","heading":"Employment of staff members continues after transition","content":"#### 56 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues at and after the transition to be employed by ANL on the terms and conditions on which he or she was employed by the body immediately before the transition.","sortOrder":28},{"sectionNumber":"57","sectionType":"section","heading":"Act not to affect certain matters relating to staff members","content":"#### 57 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 56 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by ANL, it would have been necessary to take into account a period during which the staff member was employed by ANL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by ANL;\n  ANL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.","sortOrder":29},{"sectionNumber":"58","sectionType":"section","heading":"Effect of sections 56 and 57","content":"#### 58 Effect of sections 56 and 57\n\n  Sections 56 and 57 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.","sortOrder":30},{"sectionNumber":"59","sectionType":"section","heading":"Variation of terms and conditions","content":"#### 59 Variation of terms and conditions\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions;\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.","sortOrder":31},{"sectionNumber":"60","sectionType":"section","heading":"Application of Part IV of Public Service Act","content":"#### 60 Application of Part IV of Public Service Act\n\n  For the purposes of the application, after the transition, of Part IV of the Public Service Act 1922 in relation to a staff member, ANL shall be taken to be declared, by regulations in force under that Act, to be a Commonwealth authority for the purposes of that Part.","sortOrder":32},{"sectionNumber":"Part VI","sectionType":"part","heading":"Taxation matters","content":"An Act relating to the constitution of ANL as a public company, and for related purposes\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the ANL Act 1956.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> amount includes a nil amount.\n\n> ANL means the body corporate that, at the commencement of this section, exists, because of subsection 7(1), under the name “Australian Shipping Commission”.\n\n> articles means articles of association.\n\n> Australian Capital Territory includes the Jervis Bay Territory.\n\n> authorised person means:\n\n    (a) the Minister; or\n    (b) the holder of an authorising office.\n\n> authorising office means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition.\n\n> employment, in relation to a staff member, means employment by, or service with, ANL.\n\n> group company means:\n\n    (a) ANL; or\n    (b) a wholly‑owned subsidiary of ANL.\n\n> liability includes a debt or obligation.\n\n> member, in relation to ANL at any time before the transition, includes a Commissioner.\n\n> memorandum means memorandum of association.\n\n> operate, in relation to a name, has the meaning given by section 4.\n\n> property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description.\n\n> protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(20) of the Constitution.\n\n> protected business name means any of the following names:\n\n    (a) ANL;\n    (b) Australian National Line;\n    (c) Maritime Agencies of Australia;\n    (d) Searoad;\n    (e) such other names as are prescribed for the purposes of this definition.\n\n> protected company name means any of the following names:\n\n    (a) ANL Limited;\n    (b) such other names as are prescribed for the purposes of this definition.\n\n> protected name means a protected business name or a protected company name.\n\n> protection time, in relation to a protected name, means the time immediately before:\n\n    (a) in the case of a name prescribed for the purposes of the definition of protected business name or protected company name—the name first became so prescribed; or\n    (b) in any other case—the commencement of this section.\n\n> registered, in relation to a name, includes reserved.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n> staff member means a person who, immediately before the transition, is:\n\n    (a) the Managing Director of ANL;\n    (b) an officer of ANL; or\n    (c) a temporary or casual employee of ANL.\n\n> subsidiary has the meaning given by section 4A.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transition means the commencement of Part IIIA.\n\n> wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate:\n\n    (a) that is a subsidiary of the holding body;\n    (b) none of whose members is a person other than:\n    (i) the holding body;\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or\n    (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) the holding body; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 4 Operating under a name\n\n  A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:\n    (a) in any case—using the name in the State or Territory;\n    (b) if the name is the body’s name—establishing a place of business, or carrying on business, within the State or Territory; or\n    (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory.\n\n#### 4A Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.\n\n#### 6 Extension to Territories\n\n  This Act extends to every external Territory.\n\n## Part III—Creation of capital structure and other steps prior to conversion of ANL into public company\n\n#### 38 Share capital of ANL\n\n  (1) As from the commencement of this Part, ANL shall have a share capital.\n  (2) The amount of the share capital shall be equal to the amount that subsection 39(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital shall be divided into shares of $1 each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 39 Issue of shares in ANL\n\n  (1) As soon as practicable after the commencement of this Part, ANL shall apply the capital that it has at that commencement in paying up, in full, shares in ANL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), ANL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full ANL’s obligations to repay the capital to the Commonwealth.\n  (5) The shares issued under subsection (3) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).\n  (6) A person is not a member of ANL at any time before the transition merely because the person holds shares in ANL.\n\n#### 40 New name of ANL\n\n  (1) On the day immediately before the transition, ANL’s name is, by force of this subsection, changed to ANL Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) ANL were a company, within the meaning of that Act, when the change was made; and\n    (b) the change were made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) ANL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n#### 41 ANL to apply to be registered as company etc.\n\n  (1) ANL shall, on the day immediately before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “ANL Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for ANL.\n  (2) The application mentioned in paragraph (1)(a) shall, subject to the regulations, be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1)(c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) ANL shall be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to reserve the name “ANL Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n## Part IIIA—Conversion of ANL into public company\n\n#### 42 ANL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to grant the application mentioned in paragraph 41(1)(a) and to register ANL as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the commencement of this Part;\n    (c) to have so registered ANL, at the commencement of this Part:\n    (i) by the name “ANL Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of that Act, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “ANL Limited” in relation to ANL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of ANL’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, ANL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 43 Memorandum and articles of ANL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 41(1)(c):\n    (a) are respectively the memorandum, and the articles, of ANL; and\n    (b) bind ANL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to ANL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 44 Membership of ANL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of ANL ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in ANL at the commencement of this Part becomes, by force of this subsection, a member of ANL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of ANL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of ANL under ANL’s memorandum and articles.\n\n#### 45 Application of certain provisions of Companies Act\n\n  (1) If all the shares in ANL are beneficially owned by the Commonwealth, subsection 82(1), and paragraph 364(1)(d), of the Companies Act 1981 do not apply in relation to ANL, and subsection 244(6) of that Act applies in relation to ANL as if:\n    (a) the Commonwealth were a holding company, within the meaning of that subsection, of ANL;\n    (b) the Commonwealth held the whole of the issued shares in ANL; and\n    (c) the Minister were a representative of the Commonwealth authorised under subsection 244(3) of that Act.\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to ANL.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of ANL merely because he or she was a member of ANL, or acted as a member of ANL, before the commencement of this Part.\n\n#### 46 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied to ANL because of this Act) shall be taken to be accounting records kept by ANL under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.\n\n#### 47 Accounts\n\n  (1) This section has effect for the purposes of:\n    (a) the Companies Act 1981; and\n    (b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, ANL because of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied to ANL because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of ANL that was:\n    (a) made out in relation to that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 48 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to ANL.\n\n#### 49 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) ANL is a company registered under the Companies Act 1981;\n    (b) ANL’s name is “ANL Limited”;\n    (c) ANL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to ANL.\n\n## Part IV—Use of certain names\n\n#### 50 Protected body may operate under protected company name\n\n  A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.\n\n#### 52 Other persons not to use protected names\n\n  (1) A person other than a protected body shall not:\n    (a) use in relation to a business, trade, profession or occupation;\n    (b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);\n    (c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or\n    (d) use in relation to:\n    (i) goods or services; or\n    (ii) the promotion, by any means, of the supply or use of goods or services;\n  a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.\n\nPenalty: 10 penalty units.\n\n  (2) Nothing in subsection (1) limits anything else in that subsection.\n\n#### 53 Exceptions for pre‑existing rights\n\n  (1) Nothing in section 52, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:\n    (a) a trade mark that is registered under the Trade Marks Act 1955; or\n    (b) a design that is registered under the Designs Act 2003;\n  and was so registered, or was registered under the Designs Act 1906, at the protection time in relation to the name.\n  (2) Nothing in section 52, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the relevant name) by a person in a particular manner if, at the protection time in relation to the protected name, the person:\n    (a) was using the relevant name in good faith in that manner; or\n    (b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as the goods or services of the first‑mentioned person.\n\n#### 54 Use of other names by protected bodies\n\n  This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.\n\n#### 55 Registration on Business Names Register\n\n  This Part does not prevent a protected body from registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.\n\n## Part V—Staff matters\n\n#### 56 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues at and after the transition to be employed by ANL on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 57 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 56 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by ANL, it would have been necessary to take into account a period during which the staff member was employed by ANL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by ANL;\n  ANL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 58 Effect of sections 56 and 57\n\n  Sections 56 and 57 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 59 Variation of terms and conditions\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions;\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n#### 60 Application of Part IV of Public Service Act\n\n  For the purposes of the application, after the transition, of Part IV of the Public Service Act 1922 in relation to a staff member, ANL shall be taken to be declared, by regulations in force under that Act, to be a Commonwealth authority for the purposes of that Part.\n\n## Part VI—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 61 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 39(3);\n    (b) the change of name made by subsection 40(1);\n    (c) the reservation of name made by paragraph 41(5)(b);\n    (d) ANL’s registration as a company by force of this Act;\n    (e) the operation of this Act; or\n    (f) giving effect to a matter referred to in another paragraph of this definition or otherwise giving effect to this Act.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 62 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 63 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except so far as the contrary is established.\n\n### Division 2—Application of Income Tax Assessment Act\n\n#### 64 ANL to be taken to have had share capital\n\n  For the purposes of the Income Tax Assessment Act 1936, ANL shall be taken to have had, at all times before it complies with subsection 39(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n## Part VII—Miscellaneous\n\n#### 65 ANL not public authority etc.\n\n  ANL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 66 Additional powers and functions under State or Territory laws\n\n  (1) It is the intention of the Parliament that ANL should have such additional powers and functions as are conferred on it by or under a law of a State or Territory.\n  (2) Subsection (1) has effect subject to the regulations.\n\n#### 67 Judicial notice of ANL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of ANL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 68 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by ANL such reasonable amount of compensation as is agreed on between the person and ANL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section, acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 69 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":33},{"sectionNumber":"Division 1","sectionType":"division","heading":"Exemption from certain taxes","content":"An Act relating to the constitution of ANL as a public company, and for related purposes\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the ANL Act 1956.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> amount includes a nil amount.\n\n> ANL means the body corporate that, at the commencement of this section, exists, because of subsection 7(1), under the name “Australian Shipping Commission”.\n\n> articles means articles of association.\n\n> Australian Capital Territory includes the Jervis Bay Territory.\n\n> authorised person means:\n\n    (a) the Minister; or\n    (b) the holder of an authorising office.\n\n> authorising office means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition.\n\n> employment, in relation to a staff member, means employment by, or service with, ANL.\n\n> group company means:\n\n    (a) ANL; or\n    (b) a wholly‑owned subsidiary of ANL.\n\n> liability includes a debt or obligation.\n\n> member, in relation to ANL at any time before the transition, includes a Commissioner.\n\n> memorandum means memorandum of association.\n\n> operate, in relation to a name, has the meaning given by section 4.\n\n> property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description.\n\n> protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(20) of the Constitution.\n\n> protected business name means any of the following names:\n\n    (a) ANL;\n    (b) Australian National Line;\n    (c) Maritime Agencies of Australia;\n    (d) Searoad;\n    (e) such other names as are prescribed for the purposes of this definition.\n\n> protected company name means any of the following names:\n\n    (a) ANL Limited;\n    (b) such other names as are prescribed for the purposes of this definition.\n\n> protected name means a protected business name or a protected company name.\n\n> protection time, in relation to a protected name, means the time immediately before:\n\n    (a) in the case of a name prescribed for the purposes of the definition of protected business name or protected company name—the name first became so prescribed; or\n    (b) in any other case—the commencement of this section.\n\n> registered, in relation to a name, includes reserved.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n> staff member means a person who, immediately before the transition, is:\n\n    (a) the Managing Director of ANL;\n    (b) an officer of ANL; or\n    (c) a temporary or casual employee of ANL.\n\n> subsidiary has the meaning given by section 4A.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transition means the commencement of Part IIIA.\n\n> wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate:\n\n    (a) that is a subsidiary of the holding body;\n    (b) none of whose members is a person other than:\n    (i) the holding body;\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or\n    (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) the holding body; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 4 Operating under a name\n\n  A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:\n    (a) in any case—using the name in the State or Territory;\n    (b) if the name is the body’s name—establishing a place of business, or carrying on business, within the State or Territory; or\n    (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory.\n\n#### 4A Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.\n\n#### 6 Extension to Territories\n\n  This Act extends to every external Territory.\n\n## Part III—Creation of capital structure and other steps prior to conversion of ANL into public company\n\n#### 38 Share capital of ANL\n\n  (1) As from the commencement of this Part, ANL shall have a share capital.\n  (2) The amount of the share capital shall be equal to the amount that subsection 39(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital shall be divided into shares of $1 each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 39 Issue of shares in ANL\n\n  (1) As soon as practicable after the commencement of this Part, ANL shall apply the capital that it has at that commencement in paying up, in full, shares in ANL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), ANL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full ANL’s obligations to repay the capital to the Commonwealth.\n  (5) The shares issued under subsection (3) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).\n  (6) A person is not a member of ANL at any time before the transition merely because the person holds shares in ANL.\n\n#### 40 New name of ANL\n\n  (1) On the day immediately before the transition, ANL’s name is, by force of this subsection, changed to ANL Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) ANL were a company, within the meaning of that Act, when the change was made; and\n    (b) the change were made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) ANL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n#### 41 ANL to apply to be registered as company etc.\n\n  (1) ANL shall, on the day immediately before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “ANL Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for ANL.\n  (2) The application mentioned in paragraph (1)(a) shall, subject to the regulations, be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1)(c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) ANL shall be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to reserve the name “ANL Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n## Part IIIA—Conversion of ANL into public company\n\n#### 42 ANL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to grant the application mentioned in paragraph 41(1)(a) and to register ANL as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the commencement of this Part;\n    (c) to have so registered ANL, at the commencement of this Part:\n    (i) by the name “ANL Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of that Act, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “ANL Limited” in relation to ANL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of ANL’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, ANL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 43 Memorandum and articles of ANL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 41(1)(c):\n    (a) are respectively the memorandum, and the articles, of ANL; and\n    (b) bind ANL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to ANL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 44 Membership of ANL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of ANL ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in ANL at the commencement of this Part becomes, by force of this subsection, a member of ANL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of ANL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of ANL under ANL’s memorandum and articles.\n\n#### 45 Application of certain provisions of Companies Act\n\n  (1) If all the shares in ANL are beneficially owned by the Commonwealth, subsection 82(1), and paragraph 364(1)(d), of the Companies Act 1981 do not apply in relation to ANL, and subsection 244(6) of that Act applies in relation to ANL as if:\n    (a) the Commonwealth were a holding company, within the meaning of that subsection, of ANL;\n    (b) the Commonwealth held the whole of the issued shares in ANL; and\n    (c) the Minister were a representative of the Commonwealth authorised under subsection 244(3) of that Act.\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to ANL.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of ANL merely because he or she was a member of ANL, or acted as a member of ANL, before the commencement of this Part.\n\n#### 46 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied to ANL because of this Act) shall be taken to be accounting records kept by ANL under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.\n\n#### 47 Accounts\n\n  (1) This section has effect for the purposes of:\n    (a) the Companies Act 1981; and\n    (b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, ANL because of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied to ANL because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of ANL that was:\n    (a) made out in relation to that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 48 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to ANL.\n\n#### 49 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) ANL is a company registered under the Companies Act 1981;\n    (b) ANL’s name is “ANL Limited”;\n    (c) ANL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to ANL.\n\n## Part IV—Use of certain names\n\n#### 50 Protected body may operate under protected company name\n\n  A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.\n\n#### 52 Other persons not to use protected names\n\n  (1) A person other than a protected body shall not:\n    (a) use in relation to a business, trade, profession or occupation;\n    (b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);\n    (c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or\n    (d) use in relation to:\n    (i) goods or services; or\n    (ii) the promotion, by any means, of the supply or use of goods or services;\n  a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.\n\nPenalty: 10 penalty units.\n\n  (2) Nothing in subsection (1) limits anything else in that subsection.\n\n#### 53 Exceptions for pre‑existing rights\n\n  (1) Nothing in section 52, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:\n    (a) a trade mark that is registered under the Trade Marks Act 1955; or\n    (b) a design that is registered under the Designs Act 2003;\n  and was so registered, or was registered under the Designs Act 1906, at the protection time in relation to the name.\n  (2) Nothing in section 52, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the relevant name) by a person in a particular manner if, at the protection time in relation to the protected name, the person:\n    (a) was using the relevant name in good faith in that manner; or\n    (b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as the goods or services of the first‑mentioned person.\n\n#### 54 Use of other names by protected bodies\n\n  This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.\n\n#### 55 Registration on Business Names Register\n\n  This Part does not prevent a protected body from registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.\n\n## Part V—Staff matters\n\n#### 56 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues at and after the transition to be employed by ANL on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 57 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 56 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by ANL, it would have been necessary to take into account a period during which the staff member was employed by ANL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by ANL;\n  ANL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 58 Effect of sections 56 and 57\n\n  Sections 56 and 57 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 59 Variation of terms and conditions\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions;\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n#### 60 Application of Part IV of Public Service Act\n\n  For the purposes of the application, after the transition, of Part IV of the Public Service Act 1922 in relation to a staff member, ANL shall be taken to be declared, by regulations in force under that Act, to be a Commonwealth authority for the purposes of that Part.\n\n## Part VI—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 61 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 39(3);\n    (b) the change of name made by subsection 40(1);\n    (c) the reservation of name made by paragraph 41(5)(b);\n    (d) ANL’s registration as a company by force of this Act;\n    (e) the operation of this Act; or\n    (f) giving effect to a matter referred to in another paragraph of this definition or otherwise giving effect to this Act.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 62 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 63 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except so far as the contrary is established.\n\n### Division 2—Application of Income Tax Assessment Act\n\n#### 64 ANL to be taken to have had share capital\n\n  For the purposes of the Income Tax Assessment Act 1936, ANL shall be taken to have had, at all times before it complies with subsection 39(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n## Part VII—Miscellaneous\n\n#### 65 ANL not public authority etc.\n\n  ANL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 66 Additional powers and functions under State or Territory laws\n\n  (1) It is the intention of the Parliament that ANL should have such additional powers and functions as are conferred on it by or under a law of a State or Territory.\n  (2) Subsection (1) has effect subject to the regulations.\n\n#### 67 Judicial notice of ANL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of ANL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 68 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by ANL such reasonable amount of compensation as is agreed on between the person and ANL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section, acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 69 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":34},{"sectionNumber":"61","sectionType":"section","heading":"Interpretation","content":"#### 61 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 39(3);\n    (b) the change of name made by subsection 40(1);\n    (c) the reservation of name made by paragraph 41(5)(b);\n    (d) ANL’s registration as a company by force of this Act;\n    (e) the operation of this Act; or\n    (f) giving effect to a matter referred to in another paragraph of this definition or otherwise giving effect to this Act.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.","sortOrder":35},{"sectionNumber":"62","sectionType":"section","heading":"Exemptions relating to exempt matters","content":"#### 62 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.","sortOrder":36},{"sectionNumber":"63","sectionType":"section","heading":"Authorised person may certify in relation to exemptions","content":"#### 63 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except so far as the contrary is established.","sortOrder":37},{"sectionNumber":"Division 2","sectionType":"division","heading":"Application of Income Tax Assessment Act","content":"An Act relating to the constitution of ANL as a public company, and for related purposes\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the ANL Act 1956.\n\n#### 2 Commencement\n\n  This Act shall come into operation on a date to be fixed by Proclamation.\n\n#### 3 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> amount includes a nil amount.\n\n> ANL means the body corporate that, at the commencement of this section, exists, because of subsection 7(1), under the name “Australian Shipping Commission”.\n\n> articles means articles of association.\n\n> Australian Capital Territory includes the Jervis Bay Territory.\n\n> authorised person means:\n\n    (a) the Minister; or\n    (b) the holder of an authorising office.\n\n> authorising office means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition.\n\n> employment, in relation to a staff member, means employment by, or service with, ANL.\n\n> group company means:\n\n    (a) ANL; or\n    (b) a wholly‑owned subsidiary of ANL.\n\n> liability includes a debt or obligation.\n\n> member, in relation to ANL at any time before the transition, includes a Commissioner.\n\n> memorandum means memorandum of association.\n\n> operate, in relation to a name, has the meaning given by section 4.\n\n> property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description.\n\n> protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(20) of the Constitution.\n\n> protected business name means any of the following names:\n\n    (a) ANL;\n    (b) Australian National Line;\n    (c) Maritime Agencies of Australia;\n    (d) Searoad;\n    (e) such other names as are prescribed for the purposes of this definition.\n\n> protected company name means any of the following names:\n\n    (a) ANL Limited;\n    (b) such other names as are prescribed for the purposes of this definition.\n\n> protected name means a protected business name or a protected company name.\n\n> protection time, in relation to a protected name, means the time immediately before:\n\n    (a) in the case of a name prescribed for the purposes of the definition of protected business name or protected company name—the name first became so prescribed; or\n    (b) in any other case—the commencement of this section.\n\n> registered, in relation to a name, includes reserved.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n> staff member means a person who, immediately before the transition, is:\n\n    (a) the Managing Director of ANL;\n    (b) an officer of ANL; or\n    (c) a temporary or casual employee of ANL.\n\n> subsidiary has the meaning given by section 4A.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transition means the commencement of Part IIIA.\n\n> wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate:\n\n    (a) that is a subsidiary of the holding body;\n    (b) none of whose members is a person other than:\n    (i) the holding body;\n    (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or\n    (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and\n    (c) no share in which is beneficially owned by a person other than:\n    (i) the holding body; or\n    (ii) a body of a kind referred to in subparagraph (b)(ii).\n\n#### 4 Operating under a name\n\n  A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:\n    (a) in any case—using the name in the State or Territory;\n    (b) if the name is the body’s name—establishing a place of business, or carrying on business, within the State or Territory; or\n    (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory.\n\n#### 4A Subsidiaries\n\n  For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.\n\n#### 6 Extension to Territories\n\n  This Act extends to every external Territory.\n\n## Part III—Creation of capital structure and other steps prior to conversion of ANL into public company\n\n#### 38 Share capital of ANL\n\n  (1) As from the commencement of this Part, ANL shall have a share capital.\n  (2) The amount of the share capital shall be equal to the amount that subsection 39(1) requires to be applied as mentioned in that subsection.\n  (3) The share capital shall be divided into shares of $1 each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 39 Issue of shares in ANL\n\n  (1) As soon as practicable after the commencement of this Part, ANL shall apply the capital that it has at that commencement in paying up, in full, shares in ANL.\n  (2) If the amount of the capital is not a multiple of $1, subsection (1) applies as if the amount were reduced to the nearest multiple of $1.\n  (3) As soon as practicable after complying with subsection (1), ANL shall issue the shares paid up under that subsection:\n    (a) to the Commonwealth; or\n    (b) to nominees of the Commonwealth;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full ANL’s obligations to repay the capital to the Commonwealth.\n  (5) The shares issued under subsection (3) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (4).\n  (6) A person is not a member of ANL at any time before the transition merely because the person holds shares in ANL.\n\n#### 40 New name of ANL\n\n  (1) On the day immediately before the transition, ANL’s name is, by force of this subsection, changed to ANL Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:\n    (a) ANL were a company, within the meaning of that Act, when the change was made; and\n    (b) the change were made under that Act.\n  (3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) ANL from later changing its name under section 65 of that Act; or\n    (b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.\n\n#### 41 ANL to apply to be registered as company etc.\n\n  (1) ANL shall, on the day immediately before the transition:\n    (a) apply to the National Companies and Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;\n    (b) apply to the National Companies and Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “ANL Limited”; and\n    (c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for ANL.\n  (2) The application mentioned in paragraph (1)(a) shall, subject to the regulations, be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1)(c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.\n  (4) ANL shall be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraph (1)(c) and subsection (2).\n  (5) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to reserve the name “ANL Limited” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n## Part IIIA—Conversion of ANL into public company\n\n#### 42 ANL taken to be registered under Companies Act\n\n  (1) The National Companies and Securities Commission shall be taken:\n    (a) to have been required to grant the application mentioned in paragraph 41(1)(a) and to register ANL as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the commencement of this Part;\n    (c) to have so registered ANL, at the commencement of this Part:\n    (i) by the name “ANL Limited”; and\n    (ii) in accordance with subsections 86(3) and (4) of that Act, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “ANL Limited” in relation to ANL at the commencement of this Part, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of ANL’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, ANL shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.\n\n#### 43 Memorandum and articles of ANL\n\n  (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 41(1)(c):\n    (a) are respectively the memorandum, and the articles, of ANL; and\n    (b) bind ANL and its members accordingly.\n  (2) As from the commencement of this Part, the Companies Act 1981 applies in relation to ANL’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 44 Membership of ANL\n\n  (1) A person who immediately before the commencement of this Part was, or was acting as, a member of ANL ceases at that commencement to be, or to act as, such a member.\n  (2) Each person who holds shares in ANL at the commencement of this Part becomes, by force of this subsection, a member of ANL at that commencement.\n  (3) A person referred to in subsection (2) is, in relation to membership of ANL, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of ANL under ANL’s memorandum and articles.\n\n#### 45 Application of certain provisions of Companies Act\n\n  (1) If all the shares in ANL are beneficially owned by the Commonwealth, subsection 82(1), and paragraph 364(1)(d), of the Companies Act 1981 do not apply in relation to ANL, and subsection 244(6) of that Act applies in relation to ANL as if:\n    (a) the Commonwealth were a holding company, within the meaning of that subsection, of ANL;\n    (b) the Commonwealth held the whole of the issued shares in ANL; and\n    (c) the Minister were a representative of the Commonwealth authorised under subsection 244(3) of that Act.\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to ANL.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of ANL merely because he or she was a member of ANL, or acted as a member of ANL, before the commencement of this Part.\n\n#### 46 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied to ANL because of this Act) shall be taken to be accounting records kept by ANL under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.\n\n#### 47 Accounts\n\n  (1) This section has effect for the purposes of:\n    (a) the Companies Act 1981; and\n    (b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, ANL because of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied to ANL because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of ANL that was:\n    (a) made out in relation to that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 48 Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to ANL.\n\n#### 49 Effect of Part—summary\n\n  After the commencement of this Part:\n    (a) ANL is a company registered under the Companies Act 1981;\n    (b) ANL’s name is “ANL Limited”;\n    (c) ANL is a public company, and a company limited by shares, within the meaning of that Act; and\n    (d) that Act applies, subject to this Act, in relation to ANL.\n\n## Part IV—Use of certain names\n\n#### 50 Protected body may operate under protected company name\n\n  A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.\n\n#### 52 Other persons not to use protected names\n\n  (1) A person other than a protected body shall not:\n    (a) use in relation to a business, trade, profession or occupation;\n    (b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);\n    (c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or\n    (d) use in relation to:\n    (i) goods or services; or\n    (ii) the promotion, by any means, of the supply or use of goods or services;\n  a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.\n\nPenalty: 10 penalty units.\n\n  (2) Nothing in subsection (1) limits anything else in that subsection.\n\n#### 53 Exceptions for pre‑existing rights\n\n  (1) Nothing in section 52, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:\n    (a) a trade mark that is registered under the Trade Marks Act 1955; or\n    (b) a design that is registered under the Designs Act 2003;\n  and was so registered, or was registered under the Designs Act 1906, at the protection time in relation to the name.\n  (2) Nothing in section 52, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the relevant name) by a person in a particular manner if, at the protection time in relation to the protected name, the person:\n    (a) was using the relevant name in good faith in that manner; or\n    (b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as the goods or services of the first‑mentioned person.\n\n#### 54 Use of other names by protected bodies\n\n  This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.\n\n#### 55 Registration on Business Names Register\n\n  This Part does not prevent a protected body from registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.\n\n## Part V—Staff matters\n\n#### 56 Employment of staff members continues after transition\n\n  Subject to this Part, each staff member continues at and after the transition to be employed by ANL on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 57 Act not to affect certain matters relating to staff members\n\n  (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.\n  (2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.\n  (3) Without limiting section 56 or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.\n  (4) Where:\n    (a) if the staff member had, immediately before the transition, ceased to be employed by ANL, it would have been necessary to take into account a period during which the staff member was employed by ANL or any other person to determine:\n    (i) an amount payable to the staff member; or\n    (ii) a benefit to which the staff member would have been entitled;\n    because of his or her so ceasing; and\n    (b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by ANL;\n  ANL shall treat the whole of the first‑mentioned period as a period during which the staff member was employed by it.\n\n#### 58 Effect of sections 56 and 57\n\n  Sections 56 and 57 are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 59 Variation of terms and conditions\n\n  (1) It is a term of each staff member’s employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.\n  (2) Nothing in this Part prevents the terms and conditions of a staff member’s employment after the transition from being varied:\n    (a) in accordance with those terms and conditions; or\n    (b) by or under a law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term or condition existing because of subsection (1).\n\n> vary, in relation to terms and conditions, includes vary by way of:\n\n    (a) omitting any of those terms and conditions;\n    (b) adding to those terms and conditions; or\n    (c) substituting new terms or conditions for any of those terms and conditions.\n\n#### 60 Application of Part IV of Public Service Act\n\n  For the purposes of the application, after the transition, of Part IV of the Public Service Act 1922 in relation to a staff member, ANL shall be taken to be declared, by regulations in force under that Act, to be a Commonwealth authority for the purposes of that Part.\n\n## Part VI—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 61 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 39(3);\n    (b) the change of name made by subsection 40(1);\n    (c) the reservation of name made by paragraph 41(5)(b);\n    (d) ANL’s registration as a company by force of this Act;\n    (e) the operation of this Act; or\n    (f) giving effect to a matter referred to in another paragraph of this definition or otherwise giving effect to this Act.\n\n> tax includes:\n\n    (d) stamp duty; and\n    (e) any other tax, fee, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 62 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.\n\n#### 63 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by signed writing, certify that:\n    (a) a specified matter or thing is an exempt matter; or\n    (b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except so far as the contrary is established.\n\n### Division 2—Application of Income Tax Assessment Act\n\n#### 64 ANL to be taken to have had share capital\n\n  For the purposes of the Income Tax Assessment Act 1936, ANL shall be taken to have had, at all times before it complies with subsection 39(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.\n\n## Part VII—Miscellaneous\n\n#### 65 ANL not public authority etc.\n\n  ANL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.\n\n#### 66 Additional powers and functions under State or Territory laws\n\n  (1) It is the intention of the Parliament that ANL should have such additional powers and functions as are conferred on it by or under a law of a State or Territory.\n  (2) Subsection (1) has effect subject to the regulations.\n\n#### 67 Judicial notice of ANL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of ANL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the transition.\n\n#### 68 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by ANL such reasonable amount of compensation as is agreed on between the person and ANL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section, acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.\n\n#### 69 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":38},{"sectionNumber":"64","sectionType":"section","heading":"ANL to be taken to have had share capital","content":"#### 64 ANL to be taken to have had share capital\n\n  For the purposes of the Income Tax Assessment Act 1936, ANL shall be taken to have had, at all times before it complies with subsection 39(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.","sortOrder":39},{"sectionNumber":"Part VII","sectionType":"part","heading":"Miscellaneous","content":"## Part VII—Miscellaneous","sortOrder":40},{"sectionNumber":"65","sectionType":"section","heading":"ANL not public authority etc.","content":"#### 65 ANL not public authority etc.\n\n  ANL, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown;\n  except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.","sortOrder":41},{"sectionNumber":"66","sectionType":"section","heading":"Additional powers and functions under State or Territory laws","content":"#### 66 Additional powers and functions under State or Territory laws\n\n  (1) It is the intention of the Parliament that ANL should have such additional powers and functions as are conferred on it by or under a law of a State or Territory.\n  (2) Subsection (1) has effect subject to the regulations.","sortOrder":42},{"sectionNumber":"67","sectionType":"section","heading":"Judicial notice of ANL’s seal","content":"#### 67 Judicial notice of ANL’s seal\n\n  (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of the seal of ANL appearing on a document and shall presume that it was duly affixed.\n  (2) Subsection (1) applies in relation to an imprint that was affixed, or appears to have been affixed, before the transition.","sortOrder":43},{"sectionNumber":"68","sectionType":"section","heading":"Compensation for acquisition of property","content":"#### 68 Compensation for acquisition of property\n\n  (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by ANL such reasonable amount of compensation as is agreed on between the person and ANL or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.\n  (3) In this section, acquisition of property and just terms have the same respective meanings as in paragraph 51(31) of the Constitution.","sortOrder":44},{"sectionNumber":"69","sectionType":"section","heading":"Regulations","content":"#### 69 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":45}],"analysis":{"kimi_summary":{"_metrics":{"model":"kimi-k2.5","source":"moonshot-realtime","completionTokens":1859},"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act has evolved significantly from its original 1956 purpose (establishing the Australian Shipping Commission as a statutory authority) to become a corporatization vehicle. It now primarily facilitates the conversion of the Commission into a public company limited by shares, adding complex commercial mechanisms (share capital, name protection, company registration) that were not part of the original statutory corporation framework."},"complexity_factors":["Heavy cross-referencing to external statutes (Companies Act 1981, Audit Act 1901, Income Tax Assessment Act 1936, Public Service Act 1922)","20+ defined terms including recursive definitions ('wholly-owned subsidiary' refers to itself)","Conditional application of company law provisions depending on whether Commonwealth retains 100% share ownership (section 45)","Complex transitional mechanics using the defined term 'transition' (commencement of Part IIIA) to trigger simultaneous name changes, share issues, and membership shifts","Nested exceptions in name protection provisions (section 53 protecting pre-existing trademarks and passing-off rights)","Deeming provisions that treat historical accounting records and financial statements as if prepared under company law (sections 46-47)"],"plain_english_summary":"**What this legislation does**\n\nThis Act transforms the **Australian Shipping Commission (ANL)** from a government-owned statutory corporation into a **public company limited by shares** (ANL Limited). It is essentially a privatization/corporatization law that:\n\n- **Creates a share capital structure**: Establishes $1 shares to be issued to the Commonwealth in exchange for capital, converting ANL from a commission with Commissioners into a company with shareholders.\n- **Deems registration under company law**: Automatically registers ANL under the *Companies Act 1981* without needing standard paperwork, treating it as if it had always been a corporation.\n- **Protects brand names**: Locks down names like \"ANL,\" \"Australian National Line,\" and \"Searoad\" so competitors cannot use them, while protecting existing trademarks and good-faith users.\n- **Safeguards employees**: Guarantees that staff (Managing Director, officers, and casuals) keep their jobs on existing terms after the transition, with no break in service for leave entitlements.\n- **Provides tax relief**: Exempts the conversion process from stamp duty and other taxes (though not income tax).\n- **Clarifies legal status**: States that after conversion, ANL is **not** a public authority or government agency, despite remaining Commonwealth-owned initially.\n\n**Who it affects**: Former ANL employees, the Commonwealth as initial shareholder, competitors in the shipping industry, and anyone dealing with ANL's corporate transition."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The Act changes ANL’s legal status and scope of operation: it converts ANL from the Australian Shipping Commission into a public company named ANL Limited (ss 38–44, 42–43), subjects it to the Companies Act 1981 with specified modifications (ss 43–45), and provides that, after transition, ANL is to be regarded for most Commonwealth and State purposes as not having been incorporated for a public purpose or to be a public authority or Crown instrumentality unless expressly provided otherwise (s 65). These mechanics alter the legal character and the statutory regime that applies to ANL (corporate form, membership, company law obligations, and name protections), while preserving selected continuities (staff employment terms, accounting record treatment and specific exceptions) to limit disruption (ss 56–57, 46–47)."},"complexity_factors":["Multiple cross‑references to other statutes (Companies Act 1981, Income Tax Assessment Act 1936, Audit Act 1901, Trade Marks Act 1955, Designs Act) increasing interpretive complexity (see ss 4A, 41–45, 46, 64, 53).","Transitional and conversion mechanics that treat administrative bodies as having performed steps retrospectively (ss 41–42), creating unusual legal fictions to reconcile prior administrative acts with company law.","Detailed, interlocking definitions and timing concepts (defined terms such as \"transition\", \"protection time\", \"protected name\" in s 3 and s 61) that affect when and how provisions apply.","Discretion concentrated in Ministerial or authorised‑office decisions (s 3 definition, s 39(3), s 63), requiring attention to delegated instruments and certifications.","Staff‑law continuities and exceptions (ss 56–60) that interact with employment law, awards and the Public Service Act, producing administrative obligations for ANL.","Tax exemptions that operate across Commonwealth and State/Territory laws (ss 61–63), including conclusive certification rules that affect evidentiary burdens.","Name‑protection rules with statutory penalty (s 52) and carve‑outs for existing IP rights (s 53) that require factual inquiries about prior registrations and use.","Several provisions operate by deeming or presumption (judicial notice of seal s 67; deemed registration s 42), which raises practical proof and litigation implications."],"plain_english_summary":"What this law does, in plain terms\n\n- Converts ANL (the Australian Shipping Commission) into a public company called “ANL Limited” by creating share capital, paying up that capital as $1 shares and issuing those shares to the Commonwealth or its nominees (see ss 38–41, 39(3)). The National Companies and Securities Commission is treated as having registered ANL under the Companies Act 1981 on commencement of the conversion Part (see s 42). The memorandum and articles lodged for ANL become its formal memorandum and articles (see s 43) and those who hold ANL shares at conversion become members with the rights and obligations set out in those documents (see s 44).\n\nKey mechanical effects and who does what\n\n- Share capital and ownership: The Act requires ANL to convert its existing capital into $1 shares and then issue those shares to the Commonwealth or Commonwealth nominees as the Minister directs (ss 38–39). The issuing of those shares discharges ANL’s obligations to repay its capital to the Commonwealth (s 39(4)–(5)).\n\n- Company registration and Companies Act treatment: On the relevant commencement day ANL is to be treated as registered under the Companies Act 1981 as a public company limited by shares and its lodged memorandum and articles bind the company and its members (ss 41–45, 42–43). Certain provisions of the Companies Act are expressly modified or declared not to apply to ANL in specified circumstances (see s 45).\n\n- Name and intellectual‑property protection: ANL’s name changes to “ANL Limited” immediately before the conversion (s 40). The Act protects specified business and company names (\"protected names\") by preventing other persons from using those names or closely resembling names in business, on goods, or in promotions, subject to a 10 penalty‑unit sanction (s 52). Pre‑existing registered trade mark or registered design rights, and earlier good‑faith uses, are preserved as exceptions (s 53). A protected body may operate under a protected company name in any State or Territory even if that name is not registered under local law (s 50).\n\n- Staff and employment continuity: Persons who immediately before conversion were staff (Managing Director, officers, temporary and casual employees as defined) continue employed by ANL on the same terms and conditions after conversion (s 56). The Act preserves contracts and continuous service (s 57(2)–(4)), protects accrued leave (s 57(3)), requires ANL to treat earlier periods of service as service for calculating entitlements where that would otherwise be excluded (s 57(4)), and allows terms to be varied to the same extent and manner that variation was possible before conversion (s 59). For some purposes ANL is to be treated as a Commonwealth authority under Part IV of the Public Service Act 1922 (s 60).\n\n- Tax and certification powers: A set of matters connected with the conversion are defined as \"exempt matters\" (s 61). Tax under Commonwealth, State or Territory law (other than Commonwealth income tax) is not payable in relation to an exempt matter or actions taken because of or in connection with an exempt matter (s 62). An authorised person (the Minister or a holder of an authorising office; see the definition in s 3) may certify in writing that a specified matter is an exempt matter or that an action was taken because of an exempt matter; such certificates are conclusive evidence of the facts certified unless disproved (s 63).\n\n- Income tax treatment: For the purposes of the Income Tax Assessment Act 1936, ANL is treated as having had a share capital before issuing the shares under s 39(3), the issued shares being beneficially owned by the Commonwealth (s 64).\n\n- Other administrative and protective measures: Accounting records and reports prepared under the Audit Act 1901 are treated as the company’s accounting records and profit and loss accounts for Companies Act purposes (ss 46–47). Courts must take judicial notice of ANL’s seal as presumed duly affixed for imprints made before conversion (s 67). If the operation of the Act would otherwise amount to an acquisition of property otherwise than on just terms, the Act requires ANL to pay reasonable compensation or otherwise provides for court determination (s 68). The Governor‑General may make regulations to carry the Act into effect (s 69). The Parliament states an intention that ANL should have additional State/Territory powers as conferred by State/Territory law, subject to regulations (s 66).\n\nWho pays, who decides, and the main compliance points (source sections cited)\n\n- Who pays: ANL is required to pay compensation where the Act would otherwise effect an acquisition otherwise than on just terms (s 68). Taxes that would otherwise be payable on exempt matters are not payable (s 62). The Commonwealth is recorded as beneficial owner of the issued shares for income tax purposes (s 64).\n\n- Who decides or certifies: the Minister directs to whom paid‑up shares are issued (s 39(3)); the Minister may sign a writing declaring an office an authorising office (definition of authorising office in s 3), and an authorised person (the Minister or holder of an authorising office) can issue conclusive certificates about exempt matters (s 63).\n\n- Compliance burdens and sanctions: third parties must not use protected names in business or related uses or face a penalty of 10 penalty units (s 52). Holders of pre‑existing registered trade marks or designs keep those rights (s 53). ANL must preserve staff terms and treat prior service for entitlements as set out (ss 56–59).\n\nDiscretion and implementation risk points (source sections cited)\n\n- Ministerial and delegated discretion: the Minister (and persons holding authorising offices as declared by the Minister) has power to direct to whom shares are issued (s 39(3)), to declare authorising offices (s 3), and to certify exempt matters (s 63). The Governor‑General may make regulations (s 69).\n\n- Interaction with other laws and administrative steps: the Act treats the National Companies and Securities Commission as having performed registration and name reservation steps (ss 41–42), and it modifies application of certain Companies Act provisions to ANL (s 45). Those cross‑references to other statutes create practical tasks for agencies and ANL to align records and procedures (see ss 41–47).\n\nTrade‑offs, incentives and likely behavioural effects (grounded in the Act's mechanics)\n\n- Effects on ANL and the Commonwealth: the conversion places ANL into private‑law company form while the Commonwealth can remain beneficial owner of the shares (ss 39(3), 64). That changes how ANL is treated under many laws (s 65) while preserving specific continuities (staff terms, accounting records) to limit immediate disruption (ss 56–57, 46–47).\n\n- Effects on third parties and competitors: protected name rules (ss 50, 52–53) restrict others from using specified names, which legally limits competitor or market participants’ use of those names unless they hold preserved prior rights. Tax exemptions for exempt matters (ss 61–62) remove some transaction costs associated with the conversion but also remove some tax receipts that States or the Commonwealth might otherwise receive.\n\n- Administrative and legal burdens: the Act requires a sequence of formal steps (share issue, name reservation/registration, lodging of memorandum and articles, certificate powers) and creates discretion for the Minister and authorised officers to certify or direct certain actions (ss 39–41, 63). Those mechanisms concentrate decision authority in named officials and create a need for documentary certification and record‑keeping (s 63).\n\nOfficial intention and how the Act interacts with that claim\n\n- The Act contains an express statement of parliamentary intention that ANL should have additional State/Territory powers as conferred by State or Territory law (s 66). The Act implements corporate conversion, name protection, staff continuity, specified tax exemptions, and transitional accounting and company law treatment (see Parts III–VII). The Act does not itself explain policy reasons in this text; it sets out legal mechanics and some qualifications and exceptions (for example, reserved trade mark/design rights in s 53 and Companies Act carve‑outs in s 45)."}},"importantCases":[],"_links":{"self":"/api/acts/anl-act-1956","history":"/api/acts/anl-act-1956/history","analysis":"/api/acts/anl-act-1956/analysis","conflicts":"/api/acts/anl-act-1956/conflicts","importantCases":"/api/acts/anl-act-1956/important-cases","documents":"/api/acts/anl-act-1956/documents"}}