{"id":"australia-and-new-zealand-banking-group-act-1977","name":"Australia and New Zealand Banking Group Act 1977","slug":"australia-and-new-zealand-banking-group-act-1977","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":176449,"registerId":"vic-australia-and-new-zealand-banking-group-act-1977-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Australia and New Zealand Banking Group Act 1977","content":"Victorian Legislation Parliamentary Documentsi\nVersion No. 001\nAustralia and New Zealand Banking Group\nAct 1977\nAct No. 8977/1977\nVersion as at 8 October 1999\nTABLE OF PROVISIONS\nSection Page\n1. Short title 4\n2. Definitions 4\n3. Power to each of the Companies to become a Victorian\ncompany 5\n4. Identity and continuity of each of the Companies to be\npreserved 7\n5. Each of the Companies to cease to be subject to Part XI,\nDivision 3 of No. 6839 7\n__________________\nSCHEDULES 8\nSCHEDULE 1 8\nSCHEDULE 2 11\n═══════════════\nENDNOTES 12\n1. General Information 12\n2. Table of Amendments 13\n3. Explanatory Details 14\n\nVictorian Legislation Parliamentary Documents1\nVersion No. 001\nAustralia and New Zealand Banking Group\nAct 1977\nAct No. 8977/1977\nVersion as at 8 October 1999\nAn Act to authorize each of Australia and New Zealand Banking\nGroup Limited, A.N.Z. Holdings Limited, E.S. & A. Holdings\nLimited, A.N.Z. Investments Limited, and A.N.Z. Nominees\nLimited to become a company deemed to be incorporated in\nVictoria and to preserve the identity of the companies so\nincorporated with Australia and New Zealand Banking Group\nLimited, A.N.Z. Holdings Limited, E.S. & A. Holdings Limited,\nA.N.Z. Investments Limited and A.N.Z. Nominees Limited,\nrespectively, each an existing company within the meaning of\nthe Companies Acts 1948 to 1976 of the United Kingdom and\nfor other purposes incidental thereto.\nPreamble\nWHEREAS—\n(1) Australia and New Zealand Banking Group\nLimited (hereinafter referred to as \"the\nBank\"), A.N.Z. Holdings Limited\n(hereinafter referred to as \"A.N.Z.\nHoldings\"), E.S. & A. Holdings Limited\n(hereinafter referred to as \"E.S. & A.\nHoldings\"), A.N.Z. Investments Limited\n(hereinafter referred to as \"Investments\") and\nA.N.Z. Nominees Limited (hereinafter\nreferred to as \"Nominees\") (all of which are\nhereinafter collectively referred to as \"the\nCompanies\") are companies incorporated in\nthe United Kingdom and are companies\nwithin the meaning of the Companies Acts\n1948 to 1976 of the United Kingdom and are\ncompanies limited by shares.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n2\n(2) The Bank carries on the business of banking\nin Victoria as well as elsewhere in the\nCommonwealth of Australia and overseas.\n(3) A.N.Z. Holdings is a wholly owned\nsubsidiary of the Bank and carries on the\nbusiness of property holding and investment\nin the Commonwealth of Australia and\nelsewhere.\n(4) E.S. & A. Holdings is a wholly owned\nsubsidiary of the Bank and carries on the\nbusiness of property holding and investment\nin the Commonwealth of Australia.\n(5) Investments is a wholly owned subsidiary of\nthe Bank and carries on the business of\nholding investments in the Commonwealth\nof Australia and elsewhere.\n(6) Nominees is a wholly owned subsidiary of\nthe Bank and carries on the business of\nproviding nominee services in the\nCommonwealth of Australia and elsewhere.\n(7) Having regard to the fact that the areas of\noperation of the Companies are largely in the\nCommonwealth of Australia, certain\nadvantages would accrue to the Bank if the\nCompanies were incorporated under the laws\nof Victoria, instead of under the laws of the\nUnited Kingdom, and such incorporation\nwould give the Companies greater flexibility\nin the pursuit of their objective in the\nCommonwealth of Australia.\n(8) The central management and control of each\nof the Companies was some time since\ntransferred from the United Kingdom to\nVictoria with the consent of Her Majesty's\nTreasury pursuant to section 482 of the\nIncome and Corporation Taxes Act 1970 of\nthe United Kingdom.\nPreamble\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n3\n(9) No procedure exists whereby any of the\nCompanies can be deemed to be Companies\nincorporated under the Companies Act\n1961.\n(10) Procedure by way of winding up and\ndissolution of the Companies and transfer of\nassets to a new company or companies\nincorporated in Victoria would involve loss\nof identity of the Bank and of A.N.Z.\nHoldings, E.S. & A. Holdings, Investments\nand Nominees respectively, and the\ndisturbance of their financial structures and\nexisting contracts and would interfere with\nthe continuity of their operations with\nconsiderable attendant expense and\ninconvenience.\n(11) It is expedient that the Companies should\neach be enabled to become a company\nincorporated under the Companies Act 1961\nwithout such loss of identity, disturbance,\ninterference and expense.\n(12) A Bill has been introduced into the\nParliament of the United Kingdom for an Act\nof that Parliament to be entitled the\n\"Australia and New Zealand Banking Group\nAct 1977\" by which the Companies will be\ngiven power to be incorporated under the\nlaws of the State of Victoria and provision\nwill be made for the cesser of application to\nthe Companies of provisions of the\nCompanies Acts 1948 to 1976 of the United\nKingdom (with the exception of those\nprovisions which apply to oversea\ncompanies) consequent upon such\nincorporation.\n(13) The purposes of this Act cannot be effected\nwithout the authority of Parliament:\nPreamble\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n4\nBE IT THEREFORE ENACTED by the Queen's Most\nExcellent Majesty by and with the advice and consent of the\nLegislative Council and the Legislative Assembly of Victoria\nin this present Parliament assembled and by the authority of\nthe same as follows (that is to say):\n1. Short title\nThis Act may be cited as the Australia and New\nZealand Banking Group Act 1977.\n2. Definitions\nIn this Act, unless the context or subject-matter\notherwise requires—\n\"Companies Act 1948\" means the Companies\nAct 1948 of the United Kingdom;\n\"Companies Act 1961\" means the Companies\nAct 1961 of Victoria;\n\"the Bank\" means Australia and New Zealand\nBanking Group Limited;\n\"A.N.Z. Holdings\" means A.N.Z. Holdings\nLimited;\n\"E.S. & A. Holdings\" means E.S. & A. Holdings\nLimited;\n\"Investments\" means A.N.Z. Investments\nLimited;\n\"Nominees\" means A.N.Z. Nominees Limited;\n\"the Companies\" means the Bank, A.N.Z.\nHoldings, E.S. & A. Holdings, Investments\nand Nominees collectively and \"the\nCompany\" or \"Company\" shall refer to any\none of the Companies separately;\n\"Commissioner\" means the Commissioner for\nCorporate Affairs under the Companies Act\n1961;\ns. 1\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n5\n\"Date of Assumption\" in the case of each of the\nCompanies means the date of delivery by\nthat one of the Companies to the\nCommissioner of documents pursuant to\nsection 3.\n3. Power to each of the Companies to become a\nVictorian company\n(1) At any time after the Companies have been\nauthorized by the law of the United Kingdom to\nbecome incorporated under the law of Victoria\neach Company may deliver to the Commissioner\n(who shall retain and register the same) the\ndocuments referred to in the next succeeding sub-\nsection and thereupon—\n(a) the Company shall be deemed to be a\ncompany limited by shares incorporated\nunder the Companies Act 1961;\n(b) the Commissioner shall issue a certificate of\nincorporation accordingly;\n(c) the certificate of incorporation shall be\nconclusive evidence that the requirements of\nthis section have been complied with and\nthat the Company is for all purposes deemed\nto be incorporated as a company limited by\nshares under the Companies Act 1961; and\n(d) subject to section 4(2) the Companies Act\n1961 shall apply to the Company as if the\nDate of Assumption were the date of\nincorporation.\n(2) The documents to be lodged with the\nCommissioner shall be—\n(a) a copy of the Act of the United Kingdom\nauthorizing the Companies to become\nincorporated under the law of Victoria;\ns. 3\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n6\n(b) a notice of situation of the registered office\nof the Company in Victoria;\n(c) a copy of the Memorandum of Association\nof the Company which on and from the Date\nof Assumption shall be in the form as\nalready registered under section 346 of the\nCompanies Act 1961 as amended from time\nto time by special resolution of the Company\nand in the case of each of the Companies\nsubject to the amendments and additions\nspecified in the First Schedule;\n(d) a copy of the Articles of Association of the\nCompany in such form as the Company prior\nto the Date of Assumption shall have\nadopted as its Articles of Association to take\neffect on and from the Date of Assumption;\n(e) a statement specifying—\n(i) the nominal share capital of the\nCompany in Australian currency and\nthe number and classes of shares into\nwhich it is divided; and\n(ii) the number of shares issued and the\namount paid on each share.\n(3) The documents required to be lodged under the\nlast preceding sub-section shall be verified by\nstatutory declaration of any two or more directors\nof the Company.\n(4) On the lodging by the Company with the\nCommissioner of the documents referred to in\nsub-section (2) there shall be paid to the\nCommissioner the fee specified in the Second\nSchedule but no other fee shall be payable by the\nCompany in connexion with the Company\nbecoming a company deemed to be incorporated\nunder the Companies Act 1961.\ns. 3\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n7\n4. Identity and continuity of each of the Companies to\nbe preserved\n(1) The Companies as deemed to be incorporated\nunder the Companies Act 1961 shall for all\npurposes be and be deemed to be the same\ncompanies respectively as the Companies existing\nunder the Companies Act 1948 and the continuity\nstatus and operation of the Companies shall not in\nany way be affected nor shall any property,\npowers, rights, authorities, duties, functions,\nliabilities or obligations of the Companies or any\nlegal or other proceedings instituted or to be\ninstituted by or against the Companies or any of\nthem be affected.\n(2) Without limiting the generality of the foregoing\nprovisions of this section it is hereby declared that\nsections 50, 52(2) and 135 of the Companies Act\n1961 do not apply to the Companies.\n5. Each of the Companies to cease to be subject to\nPart XI, Division 3 of No. 6839\nOn the issue to a Company of a certificate of\nincorporation by the Commissioner pursuant to\nthis Act the Company shall cease to be a\nCompany registered under Division 3 of Part XI\nof the Companies Act 1961 and the provisions of\nthat Division shall cease to apply to the Company\nand (subject to section 4(2)) the Companies Act\n1961 shall apply to the Company in all respects as\nif it were a company originally incorporated in\nVictoria as a company limited by shares.\n__________________\ns. 4\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n8\nSCHEDULES\nFIRST SCHEDULE\nAmendments and additions to the Memorandum of Association of each of the\nCompanies\nProvisions to be\namended Amendment\nThe Bank—\nHeading For the expression \"The Companies Acts 1948 to\n1967\" there shall be substituted the expression\n\"The Companies Act 1961\".\nClause 2 For the word \"England\" there shall be substituted\nthe word \"Victoria\".\nClause 3 In paragraph (E) for the words \"the Public\nTrustee Act 1925 as subsequently amended\"\nthere shall be substituted the words \"the Public\nTrustee Act 1958 as subsequently amended or\nunder any corresponding or similar legislation for\nthe time being in force in any State or Territory\nof the Commonwealth of Australia or in any\nother place in which the Company carries on\nbusiness\".\nIn paragraph (J) after the word \"supreme\" there\nshall be inserted the words \"national, state,\".\nIn paragraph (M) after the word \"national\" there\nshall be inserted the word \"state,\".\nIn paragraph (W) for the word \"England\" there\nshall be substituted the word \"Victoria\".\nIn the last paragraph for the words \"United\nKingdom\" there shall be substituted the word\n\"Victoria\".\nClause 5 The following new clause shall be substituted—\n\"The capital of the Company is $75 000 000\ndivided into 75 000 000 shares of $1 each.\".\nA.N.Z. Holdings—\nHeading For the expression \"The Companies Acts 1948 to\n1967\" there shall be substituted the expression\n\"The Companies Act 1961\".\nSection 3(2).\nSch. 1\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n9\nProvisions to be\namended Amendment\nClause 2 For the word \"England\" there shall be substituted\nthe word \"Victoria\".\nClause 3 In paragraph (2) for the word \"Sterling\" there\nshall be substituted the word \"Australian\". In\nparagraph (16) for the word \"England\" there shall\nbe substituted the word \"Victoria\". The proviso\nat the end of the clause shall be deleted.\nClause 5 The following new clause shall be substituted—\n\"The Capital of the Company is $33 750 000\ndivided into 33 750 000 shares of $1 each.\".\nE.S. & A. Holdings—\nHeading For the expression \"The Companies Acts 1862 to\n1890 and the Companies Acts 1948 to 1967\"\nthere shall be substituted the expression\n\"The Companies Act 1961\".\nClause 2 For the word \"England\" there shall be substituted\nthe word \"Victoria\".\nClause 3 In paragraph (2) for the word \"sterling\" there\nshall be substituted the word \"Australian\". In\nparagraph (16) for the word \"England\" there shall\nbe substituted the word \"Victoria\". The proviso\nat the end of the clause shall be deleted.\nClause 5 The following new clause shall be substituted—\n\"The Capital of the Company is $18 000 000\ndivided into 18 000 000 shares of $1 each.\".\nInvestments—\nHeading For the expression \"The Companies Acts 1948\"\nthere shall be substituted the expression\n\"The Companies Act 1961\".\nClause 2 For the word \"England\" there shall be substituted\nthe word \"Victoria\".\nClause 3 The word \"Victoria\" shall be substituted for the\nword \"England\" in paragraphs (A)(i), (N) and\n(P).\nIn paragraph (Q) after the word \"national\" there\nshall be inserted the word \"state\".\nSch. 1\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n10\nProvisions to be\namended Amendment\nClause 5 The following new clause shall be substituted—\n\"The Capital of the Company is $150 divided\ninto 150 shares of $1 each.\".\nNominees—\nHeading For the expression \"The Companies Acts 1948\"\nthere shall be substituted the expression\n\"The Companies Act 1961\".\nClause 2 For the word \"England\" there shall be substituted\nthe word \"Victoria\".\nClause 3 In paragraphs (1) and (3) after the word\n\"supreme\" there shall be inserted the words\n\"national, state,\".\nClause 5 The following new clause shall be substituted—\n\"The Capital of the Company is $1500 divided\ninto 1500 shares of $1 each.\".\n_______________\nSch. 1\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n11\nSECOND SCHEDULE\nCompany\nFee payable\nunder section 3(4)\nAustralia and New Zealand Banking Group Limited\nA.N.Z. Holdings Limited\nE.S. & A. Holdings Limited\nA.N.Z. Investments Limited\nA.N.Z. Nominees Limited\n$\n16 800\n10 500\n2 500\n100\n100\n═══════════════\nSection 3(4).\nSch. 2\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n12\nENDNOTES\n1. General Information\nThe Australia and New Zealand Banking Group Act 1977 was assented to\non 3 May 1977 and came into operation on 3 May 1977.\nEndnotes\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n13\n2. Table of Amendments\nThere are no amendments made to the Australia and New Zealand Banking\nGroup Act 1977 by Acts and subordinate instruments.\nEndnotes\n\nVictorian Legislation Parliamentary DocumentsAct No. 8977/1977\nAustralia and New Zealand Banking Group Act 1977\n14\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act implements the purpose stated in its preamble: to enable the named UK companies to be treated as companies incorporated under Victoria’s Companies Act 1961 while preserving their identity and continuity, and to provide the procedure and fees for doing so (preamble; s.3–5; First and Second Schedules). The text accomplishes that objective directly and contains no provisions that extend or narrow that stated purpose beyond the preamble and operative sections."},"complexity_factors":["Cross‑jurisdiction dependency: UK authorisation required before Victorian re‑incorporation can proceed (s.3(1); preamble).","Deeming fiction: Companies are 'deemed' to be incorporated in Victoria with continuity preserved rather than by standard incorporation mechanisms (s.3(1)(a); s.4(1)).","Interplay with Companies Act 1961: the Act makes the 1961 Act apply 'as if' originally incorporated, but carves out specific sections (s.4(2); s.5).","Documentary and verification requirements: prescribed documents, statutory declarations by directors, and retention by the Commissioner (s.3(2)–(3)).","Amendments to constitutional documents: First Schedule prescribes particular textual and capital changes to each Company’s Memorandum (First Schedule).","Fixed administrative fees varying by company (Second Schedule), creating a small but concrete cost (s.3(4); Second Schedule).","Conclusive evidentiary effect of the Commissioner’s certificate limits procedural dispute about whether requirements have been met (s.3(1)(c))."],"plain_english_summary":"This Act deems five named UK companies to be incorporated in Victoria once they lodge specified documents, supply director statutory declarations and pay the prescribed fee, whereupon the Commissioner issues a conclusive certificate. It preserves each company’s legal identity, property, contracts and proceedings, subjects them to the Companies Act 1961 (with certain carve‑outs) and enables re‑domiciliation without winding up."},"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"Based on the available metadata, there is no clear evidence that the scope of the Act changed from its original intent. The Act appears to have been a targeted corporate continuation instrument for ANZ's establishment, and the version history suggests it has remained largely as made rather than being substantially amended over time."},"complexity_factors":["Insufficient substantive legislative text provided — only metadata and version history visible, preventing analysis of operative provisions","Corporate continuation statutes can involve complex transitional provisions about transfer of rights, liabilities, and contracts","Intersection of state and federal banking law adds a layer of jurisdictional complexity","Historical legislation (1977) may use older drafting conventions less familiar to modern readers"],"plain_english_summary":"## Australia and New Zealand Banking Group Act 1977\n\nThis is a **Victorian state law** that deals with the legal establishment or continuation of the Australia and New Zealand Banking Group (ANZ Bank) as a corporate entity in Australia.\n\n**What it does:**\nThis Act appears to be a corporate restructuring or continuation statute — the type of law used to formally recognise a merged or restructured bank as a single legal entity. In plain terms, it likely gave ANZ Bank its legal 'birth certificate' in Victoria, confirming it could operate as a company, own property, enter contracts, and conduct banking business.\n\n**Who it affects:**\n- **ANZ Bank** as an institution (its legal existence and powers)\n- **ANZ customers and shareholders** (their rights and accounts would have been carried over under this legal framework)\n- **Creditors and counterparties** of the bank (their existing agreements would remain valid)\n\n**Why it matters:**\nWithout legislation like this, a bank merger or restructure could create legal uncertainty — for example, who owns existing loans, accounts, or property? This Act resolved that by giving the merged entity clear legal standing.\n\n**Note:** The available text is largely structural/metadata rather than substantive provisions, which significantly limits detailed analysis of the Act's specific operative clauses."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly scoped to its original purpose. It was always intended as a one-off statutory mechanism to facilitate the reincorporation of five specific ANZ Group companies from the UK to Victoria. The Act has not been amended since 1977, and its scope has not expanded beyond these five named entities."},"complexity_factors":["Short statute with only 5 operative sections plus schedules","Minimal cross-referencing — primarily refers to the Companies Act 1961 (Vic) and Companies Act 1948 (UK) with specific section numbers (50, 52(2), 135) explicitly excluded","Straightforward conditional logic: trigger is UK authorisation + document lodgement → automatic deemed incorporation","8 defined terms in section 2, all standard entity definitions or legislative citations","Schedules contain mechanical amendments (find-and-replace style changes to constitutional documents) rather than substantive legal innovation","No nested exceptions or complex temporal provisions — single effective date mechanism","Legislation is complete, self-contained, and purpose-specific with no delegated powers or regulations"],"plain_english_summary":"This is a Victorian law from 1977 that allowed five companies related to the Australia and New Zealand Banking Group (ANZ Bank) to move their legal home from the United Kingdom to Victoria, Australia.\n\n**What it does:**\n- **The problem:** ANZ Bank and four related companies were legally incorporated (registered) in the UK under British company law, even though they operated mainly in Australia. Their head offices had already moved to Victoria, but legally they were still British companies. Normally, to become Victorian companies, they would have to wind up (close down) the UK companies and create new ones in Victoria — which would break contracts, disturb finances, and cause major disruption.\n- **The solution:** This Act creates a special legal pathway for these five specific companies to \"reincorporate\" in Victoria without closing down. They keep their exact same legal identity — all contracts, debts, assets, and court cases continue uninterrupted — but they become Victorian companies governed by Victorian law instead of UK law.\n\n**Who it affects:**\n- Australia and New Zealand Banking Group Limited (the main bank)\n- A.N.Z. Holdings Limited (property investment)\n- E.S. & A. Holdings Limited (property investment)\n- A.N.Z. Investments Limited (investment holding)\n- A.N.Z. Nominees Limited (nominee services — holding assets on behalf of others)\n\n**How it works:**\n- Once authorised by UK law (which happened via a matching UK Act), each company files specific documents with the Victorian Commissioner for Corporate Affairs.\n- The Commissioner issues a certificate of incorporation, and from that moment, the company is treated as if it had always been a Victorian company.\n- The companies' founding documents (Memorandum and Articles of Association) are amended to reflect Victorian law — for example, changing \"England\" to \"Victoria\" and converting share capital from British pounds to Australian dollars.\n- Special fees apply (ranging from $100 to $16,800 depending on the company).\n\n**Why it matters:**\nThis was a one-off, bespoke piece of legislation for a major Australian bank. It allowed ANZ to align its legal structure with its actual operations without disrupting customers, shareholders, or contracts. It reflects a historical period when major Australian companies were shifting from British to Australian incorporation as their economic centre of gravity moved to Australia."}},"importantCases":[],"_links":{"self":"/api/acts/australia-and-new-zealand-banking-group-act-1977","history":"/api/acts/australia-and-new-zealand-banking-group-act-1977/history","analysis":"/api/acts/australia-and-new-zealand-banking-group-act-1977/analysis","conflicts":"/api/acts/australia-and-new-zealand-banking-group-act-1977/conflicts","importantCases":"/api/acts/australia-and-new-zealand-banking-group-act-1977/important-cases","documents":"/api/acts/australia-and-new-zealand-banking-group-act-1977/documents"}}