{"id":"C2004A03599","name":"Australian Airlines (Conversion to Public Company) Act 1988","slug":"australian-airlines-conversion-to-public-company-act-1988","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"6 of 1988","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":7571,"registerId":"commonwealth-C2004A03599-current","compilationNumber":null,"startDate":"2026-03-30","status":"InForce","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 [see Note 1]","content":"#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement [see Note 1]","content":"#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Extension to Territories","content":"#### 3 Extension to Territories\n\n  This Act extends to all external Territories.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"This Act has effect despite Airlines Act","content":"#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.","sortOrder":4},{"sectionNumber":"Part II","sectionType":"part","heading":"Interpretation","content":"## Part II—Interpretation","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Interpretation","content":"#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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":6},{"sectionNumber":"6","sectionType":"section","heading":"Minister may nominate holding company","content":"#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"New group companies","content":"#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.","sortOrder":8},{"sectionNumber":"9","sectionType":"section","heading":"Subsidiaries","content":"#### 9 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":9},{"sectionNumber":"Part III","sectionType":"part","heading":"Capital structure of the Australian Airlines group","content":"## Part III—Capital structure of the Australian Airlines group","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Share capital of transferring body","content":"#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.","sortOrder":11},{"sectionNumber":"11","sectionType":"section","heading":"Issue of shares in transferring body","content":"#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.","sortOrder":12},{"sectionNumber":"Part IV","sectionType":"part","heading":"Conversion of Australian Airlines to public company","content":"## Part IV—Conversion of Australian Airlines to public company","sortOrder":13},{"sectionNumber":"15","sectionType":"section","heading":"Deemed registration under Companies Act","content":"#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.","sortOrder":14},{"sectionNumber":"16","sectionType":"section","heading":"New name of transferring body","content":"#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.","sortOrder":15},{"sectionNumber":"17","sectionType":"section","heading":"Memorandum and articles of transferring body","content":"#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.","sortOrder":16},{"sectionNumber":"18","sectionType":"section","heading":"Membership of transferring body","content":"#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.","sortOrder":17},{"sectionNumber":"19","sectionType":"section","heading":"Application of certain provisions of Companies Act","content":"#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.","sortOrder":18},{"sectionNumber":"20","sectionType":"section","heading":"Accounting records","content":"#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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":19},{"sectionNumber":"21","sectionType":"section","heading":"Accounts","content":"#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.","sortOrder":20},{"sectionNumber":"22","sectionType":"section","heading":"Operation of section 25B of Acts Interpretation Act","content":"#### 22 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 the transferring body.","sortOrder":21},{"sectionNumber":"Part VI","sectionType":"part","heading":"Staff matters","content":"## Part VI—Staff matters","sortOrder":22},{"sectionNumber":"29","sectionType":"section","heading":"Employment of staff members continues after transition","content":"#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.","sortOrder":23},{"sectionNumber":"30","sectionType":"section","heading":"This Act not to affect certain matters relating to staff members","content":"#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.","sortOrder":24},{"sectionNumber":"31","sectionType":"section","heading":"Effect of sections 29 and 30","content":"#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.","sortOrder":25},{"sectionNumber":"32","sectionType":"section","heading":"Variation of terms and conditions","content":"#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.","sortOrder":26},{"sectionNumber":"Part VII","sectionType":"part","heading":"Taxation matters","content":"An Act relating to the conversion of the Australian National Airlines Commission to a public company, to repeal all but certain provisions of the Australian National Airlines Act 1945, and for other purposes\n\n## Part I—Preliminary\n\n#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.\n\n#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.\n\n#### 3 Extension to Territories\n\n  This Act extends to all external Territories.\n\n#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.\n\n  \n\n## Part II—Interpretation\n\n#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.\n\n#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.\n\n#### 9 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  \n\n## Part III—Capital structure of the Australian Airlines group\n\n#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.\n\n  \n\n## Part IV—Conversion of Australian Airlines to public company\n\n#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.\n\n#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.\n\n#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.\n\n#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.\n\n#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 22 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 the transferring body.\n\n  \n\n## Part VI—Staff matters\n\n#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.\n\n#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.\n\n  \n\n## Part VII—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.\n\n#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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  \n\n### Division 2—Application of various Tax Act provisions\n\n#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(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#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).\n\n#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n\n#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.\n\n  \n\n### Division 3—Investment allowance not affected by certain transactions\n\n#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.\n\n#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.\n\n#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.\n\n#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.\n\n  \n\n### Division 4—Application of capital gains tax provisions\n\n#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.\n\n#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.\n\n#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.\n\n#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.\n\n#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.\n\n#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.\n\n#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.\n\n  \n\n## Part VIII—Amendments of the Airlines Act\n\n#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.\n\n#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.\n\n#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.\n\n#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.\n\n#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.\n\n#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.\n\n#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.\n\n  \n\n## Part IX—Miscellaneous\n\n#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.\n\n#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":27},{"sectionNumber":"Division 1","sectionType":"division","heading":"Exemption from certain taxes","content":"An Act relating to the conversion of the Australian National Airlines Commission to a public company, to repeal all but certain provisions of the Australian National Airlines Act 1945, and for other purposes\n\n## Part I—Preliminary\n\n#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.\n\n#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.\n\n#### 3 Extension to Territories\n\n  This Act extends to all external Territories.\n\n#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.\n\n  \n\n## Part II—Interpretation\n\n#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.\n\n#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.\n\n#### 9 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  \n\n## Part III—Capital structure of the Australian Airlines group\n\n#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.\n\n  \n\n## Part IV—Conversion of Australian Airlines to public company\n\n#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.\n\n#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.\n\n#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.\n\n#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.\n\n#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 22 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 the transferring body.\n\n  \n\n## Part VI—Staff matters\n\n#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.\n\n#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.\n\n  \n\n## Part VII—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.\n\n#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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  \n\n### Division 2—Application of various Tax Act provisions\n\n#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(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#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).\n\n#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n\n#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.\n\n  \n\n### Division 3—Investment allowance not affected by certain transactions\n\n#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.\n\n#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.\n\n#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.\n\n#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.\n\n  \n\n### Division 4—Application of capital gains tax provisions\n\n#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.\n\n#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.\n\n#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.\n\n#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.\n\n#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.\n\n#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.\n\n#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.\n\n  \n\n## Part VIII—Amendments of the Airlines Act\n\n#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.\n\n#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.\n\n#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.\n\n#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.\n\n#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.\n\n#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.\n\n#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.\n\n  \n\n## Part IX—Miscellaneous\n\n#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.\n\n#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":28},{"sectionNumber":"34","sectionType":"section","heading":"Interpretation","content":"#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.","sortOrder":29},{"sectionNumber":"35","sectionType":"section","heading":"Exemptions relating to exempt matters","content":"#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.","sortOrder":30},{"sectionNumber":"36","sectionType":"section","heading":"Authorised person may certify in relation to exemptions","content":"#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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":31},{"sectionNumber":"Division 2","sectionType":"division","heading":"Application of various Tax Act provisions","content":"An Act relating to the conversion of the Australian National Airlines Commission to a public company, to repeal all but certain provisions of the Australian National Airlines Act 1945, and for other purposes\n\n## Part I—Preliminary\n\n#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.\n\n#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.\n\n#### 3 Extension to Territories\n\n  This Act extends to all external Territories.\n\n#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.\n\n  \n\n## Part II—Interpretation\n\n#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.\n\n#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.\n\n#### 9 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  \n\n## Part III—Capital structure of the Australian Airlines group\n\n#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.\n\n  \n\n## Part IV—Conversion of Australian Airlines to public company\n\n#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.\n\n#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.\n\n#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.\n\n#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.\n\n#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 22 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 the transferring body.\n\n  \n\n## Part VI—Staff matters\n\n#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.\n\n#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.\n\n  \n\n## Part VII—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.\n\n#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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  \n\n### Division 2—Application of various Tax Act provisions\n\n#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(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#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).\n\n#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n\n#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.\n\n  \n\n### Division 3—Investment allowance not affected by certain transactions\n\n#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.\n\n#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.\n\n#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.\n\n#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.\n\n  \n\n### Division 4—Application of capital gains tax provisions\n\n#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.\n\n#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.\n\n#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.\n\n#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.\n\n#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.\n\n#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.\n\n#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.\n\n  \n\n## Part VIII—Amendments of the Airlines Act\n\n#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.\n\n#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.\n\n#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.\n\n#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.\n\n#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.\n\n#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.\n\n#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.\n\n  \n\n## Part IX—Miscellaneous\n\n#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.\n\n#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":32},{"sectionNumber":"37","sectionType":"section","heading":"Deemed share capital of transferring body","content":"#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(3) of this Act, a share capital all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.","sortOrder":33},{"sectionNumber":"38","sectionType":"section","heading":"Holding company deemed non‑existent before issue of shares in transferring body","content":"#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).","sortOrder":34},{"sectionNumber":"39","sectionType":"section","heading":"Application of section 25A of the Tax Act","content":"#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.","sortOrder":35},{"sectionNumber":"40","sectionType":"section","heading":"Application of section 26AAA of the Tax Act","content":"#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.","sortOrder":36},{"sectionNumber":"Division 3","sectionType":"division","heading":"Investment allowance not affected by certain transactions","content":"An Act relating to the conversion of the Australian National Airlines Commission to a public company, to repeal all but certain provisions of the Australian National Airlines Act 1945, and for other purposes\n\n## Part I—Preliminary\n\n#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.\n\n#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.\n\n#### 3 Extension to Territories\n\n  This Act extends to all external Territories.\n\n#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.\n\n  \n\n## Part II—Interpretation\n\n#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.\n\n#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.\n\n#### 9 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  \n\n## Part III—Capital structure of the Australian Airlines group\n\n#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.\n\n  \n\n## Part IV—Conversion of Australian Airlines to public company\n\n#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.\n\n#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.\n\n#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.\n\n#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.\n\n#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 22 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 the transferring body.\n\n  \n\n## Part VI—Staff matters\n\n#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.\n\n#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.\n\n  \n\n## Part VII—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.\n\n#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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  \n\n### Division 2—Application of various Tax Act provisions\n\n#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(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#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).\n\n#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n\n#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.\n\n  \n\n### Division 3—Investment allowance not affected by certain transactions\n\n#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.\n\n#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.\n\n#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.\n\n#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.\n\n  \n\n### Division 4—Application of capital gains tax provisions\n\n#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.\n\n#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.\n\n#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.\n\n#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.\n\n#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.\n\n#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.\n\n#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.\n\n  \n\n## Part VIII—Amendments of the Airlines Act\n\n#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.\n\n#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.\n\n#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.\n\n#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.\n\n#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.\n\n#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.\n\n#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.\n\n  \n\n## Part IX—Miscellaneous\n\n#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.\n\n#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":37},{"sectionNumber":"41","sectionType":"section","heading":"Interpretation","content":"#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.","sortOrder":38},{"sectionNumber":"42","sectionType":"section","heading":"Disposal of property to new group company","content":"#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.","sortOrder":39},{"sectionNumber":"43","sectionType":"section","heading":"Substitution of new group company as lessee of property","content":"#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.","sortOrder":40},{"sectionNumber":"44","sectionType":"section","heading":"Lease assigned to new group company","content":"#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.","sortOrder":41},{"sectionNumber":"Division 4","sectionType":"division","heading":"Application of capital gains tax provisions","content":"An Act relating to the conversion of the Australian National Airlines Commission to a public company, to repeal all but certain provisions of the Australian National Airlines Act 1945, and for other purposes\n\n## Part I—Preliminary\n\n#### 1 Short title \\[see Note 1\\]\n\n  This Act may be cited as the Australian Airlines (Conversion to Public Company) Act 1988.\n\n#### 2 Commencement \\[see Note 1\\]\n\n  (1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent.\n  (2) Sections 15 and 16, subsection 52(2), sections 55, 57 and 60 and subsection 69(2) shall come into operation on a day to be fixed by Proclamation.\n  (3) Subsection 52(1) shall come into operation on the day after subsection 11(3) is complied with.\n  (4) Subsection 52(3) shall come into operation immediately after the commencement of section 15.\n\n#### 3 Extension to Territories\n\n  This Act extends to all external Territories.\n\n#### 4 This Act has effect despite Airlines Act\n\n  Except as expressly provided in this Act, this Act has effect despite anything in the Airlines Act.\n\n  \n\n## Part II—Interpretation\n\n#### 5 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> Airlines Act means the Australian National Airlines Act 1945.\n\n> amount includes a nil amount.\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) a person who is declared, by writing signed by the Minister, to be an authorised person for the purposes of section 36.\n\n> continuing provision means:\n\n    (a) section 19A of the Airlines Act; or\n    (b) a repealed provision of, or of regulations under, the Airlines Act, as that provision continues, by virtue of this or any other Act, to have effect.\n\n> employment, in relation to a staff member, means employment by, or service with, the transferring body.\n\n> group company means:\n\n    (a) the transferring body; or\n    (b) a wholly‑owned subsidiary of the transferring body.\n\n> holding company means the body corporate (if any) nominated under section 6.\n\n> liability includes a debt or obligation.\n\n> memorandum means memorandum of association.\n\n> new group company has the meaning given by section 7.\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 and, without limiting the generality of the foregoing, includes any asset within the meaning of Part IIIA of the Tax Act.\n\n> reorganisation means the period beginning on the day after this Act receives the Royal Assent and ending immediately before the transition.\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, was:\n\n    (a) the general manager of the transferring body;\n    (b) an officer of the transferring body appointed under subsection 17(1) of the Airlines Act; or\n    (c) a temporary or casual employee of the transferring body appointed under section 18 of the Airlines Act.\n\n> subsidiary has the meaning given by section 9.\n\n> Tax Act means the Income Tax Assessment Act 1936.\n\n> transfer includes a sale, conveyance or assignment.\n\n> transferring body means the body corporate that, before the commencement of this section, existed, by virtue of section 6 of the Airlines Act, under the name “Australian National Airlines Commission”.\n\n> transition means the commencement of section 15.\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, by virtue of 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#### 6 Minister may nominate holding company\n\n  During the reorganisation, the Minister may nominate in writing as the holding company for the purposes of this Act a body corporate:\n    (a) that is incorporated (whether before, at or after the commencement of this section) under the Companies Act 1981;\n    (b) that is a public company, and a company limited by shares, within the meaning of that Act; and\n    (c) all the shares in which are beneficially owned by the Commonwealth.\n\n#### 7 New group companies\n\n    For the purposes of this Act, a body corporate (other than the transferring body) is a new group company at a particular time (in this section called the relevant time) if, and only if:\n    (a) the body corporate became a group company after 31 December 1987 and was still a group company at the relevant time; and\n    (b) at no time before 1 January 1988 was the body corporate a subsidiary of the transferring body.\n\n#### 9 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  \n\n## Part III—Capital structure of the Australian Airlines group\n\n#### 10 Share capital of transferring body\n\n  (1) As from the commencement of this section, the transferring body shall have a share capital.\n  (2) Subject to sections 13 and 14, the amount of the share capital shall be equal to the amount that subsection 11(1) requires to be applied as mentioned in that subsection.\n  (3) Subject to section 13, the share capital shall be divided into shares of 50 cents each.\n  (4) As from the transition, this section has effect subject to the Companies Act 1981.\n\n#### 11 Issue of shares in transferring body\n\n  (1) As soon as practicable after the commencement of this section, the transferring body shall apply the capital it has by virtue of section 30 of the Airlines Act in paying up in full shares in the body.\n  (2) If the amount of the capital referred to in subsection (1) is not a multiple of 50 cents, that subsection applies as if that amount were reduced to the nearest multiple of 50 cents.\n  (3) As soon as practicable after complying with subsection (1), the transferring body shall issue the shares paid up in full under that subsection:\n    (a) to the Commonwealth;\n    (b) to nominees of the Commonwealth; or\n    (c) to the holding company;\n  as the Minister directs in writing.\n  (4) The issue of shares under subsection (3) discharges in full the transferring body’s obligations to repay to the Commonwealth the capital referred to in subsection (1).\n  (5) The shares issued in accordance with subsection (3) shall be deemed 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 the transferring body at any time before the transition merely because the person holds shares in the body.\n\n  \n\n## Part IV—Conversion of Australian Airlines to public company\n\n#### 15 Deemed registration under Companies Act\n\n  (1) The transferring body shall be deemed:\n    (a) to have made, immediately before the transition, an application under section 85 of the Companies Act 1981 to be registered as a company; and\n    (b) to have been entitled to make the application.\n  (2) The National Companies and Securities Commission shall be deemed:\n    (a) to have been required to grant the application referred to in subsection (1) and to register the transferring body as a company under subsection 86(2) of the Companies Act 1981;\n    (b) to have granted the application at the transition; and\n    (c) to have so registered the transferring body, at the transition:\n    (i) by the name “Australian Airlines 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.\n  (3) The date of commencement of the transferring body’s registration as a company under Division 4 of Part III of the Companies Act 1981 shall be deemed to be the day on which this section comes into operation.\n  (4) The transferring body shall be deemed to have been, immediately before the transition, and to be, at the transition, a corporation within the meaning of the Companies Act 1981.\n  (5) The transferring body, as it exists after the transition, shall not be taken for the purposes of a law of the Commonwealth, of a State or of a Territory:\n    (a) to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; or\n    (b) 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, or of that State or Territory, as the case may be.\n\n#### 16 New name of transferring body\n\n  (1) At the transition, the transferring body’s name is changed to the name Australian Airlines Limited.\n  (2) Subsection 65(5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) of this section as if it had been made under that Act.\n  (3) The name Australian Airlines Limited shall be deemed to have been registered in respect of the transferring body, immediately after the transition, under subsection 55(4) of the Companies Act 1981.\n  (4) This section has effect notwithstanding anything in the Companies Act 1981, but nothing in this section prevents:\n    (a) the transferring body from changing its name in accordance with section 65 of that Act; or\n    (b) the cancellation, in accordance with Division 2 of Part III of that Act, of the registration of a name.\n\n#### 17 Memorandum and articles of transferring body\n\n  (1) The transferring body shall, before the transition, lodge with the Corporate Affairs Commission for the Australian Capital Territory a proposed memorandum, and proposed articles, of Australian Airlines Limited.\n  (2) As from the transition, the proposed memorandum, and the proposed articles, lodged under subsection (1):\n    (a) are respectively the memorandum, and the articles, of the company; and\n    (b) bind the company and its members accordingly.\n  (3) As from the transition, the Companies Act 1981 applies in relation to the company’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 18 Membership of transferring body\n\n  (1) A person who immediately before the transition was, or was acting as, a member of the transferring body ceases at the transition to be, or to act as, such a member.\n  (2) By force of this subsection, each person who holds shares in the transferring body at the transition becomes a member of the transferring body at the transition.\n  (3) A person of the kind referred to in subsection (2) is, in respect of membership of the transferring body, 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 the body in accordance with the body’s memorandum and articles.\n\n#### 19 Application of certain provisions of Companies Act\n\n  (2) Paragraph 86(6)(b) and subsections 87(4) and 90(5) of the Companies Act 1981 do not apply in relation to the transferring body.\n  (3) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of the transferring body merely because he or she was a member of it, or acted as a member of it, before the transition.\n\n#### 20 Accounting records\n\n  For the purposes of the Companies Act 1981, accounts and records kept under section 35 of the Airlines Act shall be deemed to be accounting records kept by the transferring body 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#### 21 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 to, and to persons and matters associated with, the transferring body by virtue of subsection 90(6) of the Companies Act 1981.\n  (2) A report and financial statements that were prepared under section 40 of the Airlines Act in respect of a period and furnished to the Minister on a particular day shall be deemed to be a profit and loss account of the transferring body that was:\n    (a) made out in respect of that period; and\n    (b) laid before the body at an annual general meeting of the body held on that day.\n\n#### 22 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 the transferring body.\n\n  \n\n## Part VI—Staff matters\n\n#### 29 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 the transferring body on the terms and conditions on which he or she was employed by the body immediately before the transition.\n\n#### 30 This 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 the generality of section 29 or subsection (2) of this section, this Act does not affect any accrued rights that he or she had immediately before the transition in respect of any kind of leave.\n  (4) Where:\n    (a) if he or she had, immediately before the transition, ceased to be employed by the transferring body, a period during which he or she was employed by the body or by any other person would have had to be taken into account in determining an amount payable to him or her, or a benefit to which he or she would have been entitled, 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 he or she was employed by the body;\n  the body shall treat the whole of the first‑mentioned period as a period during which he or she was employed by it.\n\n#### 31 Effect of sections 29 and 30\n\n  Sections 29 and 30 are enacted only for the avoidance of doubt and, in particular, do not limit the generality of subsection 65(5) or 87(2) of the Companies Act 1981.\n\n#### 32 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 section 17 or 18 of the Airlines 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 an applicable law, award, determination or agreement.\n  (3) In this section:\n\n> terms and conditions includes a term 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 the first‑mentioned terms and conditions.\n\n  \n\n## Part VII—Taxation matters\n\n### Division 1—Exemption from certain taxes\n\n#### 34 Interpretation\n\n  In this Division:\n\n> exempt matter means:\n\n    (a) an issue of shares under subsection 11(3) or 12(1), other than an issue to the holding company made after the transition;\n    (b) a transfer of property, during the reorganisation, by the transferring body to a group company;\n    (c) an issue of shares, during the reorganisation, by a group company to the transferring body;\n    (d) the assumption by a group company, during the reorganisation, of a liability of the transferring body;\n    (e) the transferring body’s deemed registration as a company under subsection 86(2) of the Companies Act 1981;\n    (f) the change of name made by subsection 16(1) of this Act;\n    (g) the operation of this Act; or\n    (h) giving effect to a matter referred to in another paragraph of this definition.\n\n> tax includes:\n\n    (a) sales tax;\n    (b) tax imposed by the Debits Tax Act 1982;\n    (c) stamp duty; and\n    (d) any other tax, duty, levy or charge;\n  but does not include income tax imposed as such by a law of the Commonwealth.\n\n#### 35 Exemptions relating to exempt matters\n\n  Tax under a law of the Commonwealth or of a State or Territory is not payable in respect of:\n    (a) an exempt matter; or\n    (b) anything done (including, for example, a transaction entered into or an instrument or document made, executed or given) because of, or for a purpose connected with, or arising out of, an exempt matter.\n\n#### 36 Authorised person may certify in relation to exemptions\n\n  (1) An authorised person may, by writing signed by him or her, 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 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  \n\n### Division 2—Application of various Tax Act provisions\n\n#### 37 Deemed share capital of transferring body\n\n  For the purposes of the Tax Act, the transferring body shall be deemed to have had, at all times before it complies with subsection 11(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#### 38 Holding company deemed non‑existent before issue of shares in transferring body\n\n  (1) This section has effect for the purposes of the Tax Act if:\n    (a) shares in the transferring body are issued under subsection 11(3) of this Act to the holding company; and\n    (b) the holding company was dormant, within the meaning of Part VI of the Companies Act 1981, throughout the period beginning when it was incorporated and ending immediately before the shares are so issued.\n  (2) For the purposes of determining whether the holding company is a group company in relation to a body corporate in relation to a period, the holding company shall be deemed not to have been in existence at any time during the period referred to in paragraph (1)(b).\n\n#### 39 Application of section 25A of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2) and (3) have effect for the purposes of section 25A of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n\n#### 40 Application of section 26AAA of the Tax Act\n\n  (1) Where, during the reorganisation, the transferring body transfers property to a body corporate (in this section called the group company) that is, at the time of the transfer, a new group company, subsections (2), (3) and (4) have effect for the purposes of section 26AAA of the Tax Act.\n  (2) The transfer shall be disregarded.\n  (3) In relation to a time at or after the transfer, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same body as the body that owned the property immediately before the transfer.\n  (4) If, as consideration for the transfer, the group company issues shares in the group company to the transferring body, the transferring body shall be deemed to have purchased the shares at the time when the transferring body would be taken or deemed for the purposes of section 26AAA of the Tax Act to have purchased the property if that section applied in relation to the transfer.\n  (5) If, at the transition, the holding company holds all the issued shares in the transferring body, section 26AAA of the Tax Act does not apply in relation to the holding company in relation to, or in relation to an interest in, any of those shares.\n\n  \n\n### Division 3—Investment allowance not affected by certain transactions\n\n#### 41 Interpretation\n\n  Except so far as the contrary intention appears, expressions have the same meaning in this Division as in Subdivision B of Division 3 of Part III of the Tax Act.\n\n#### 42 Disposal of property to new group company\n\n  Paragraph 82AG(1)(a) of the Tax Act does not apply in relation to a disposal of property by the transferring body before the end of a particular period of 12 months if:\n    (a) the disposal took place during the reorganisation;\n    (b) the disposal was to a body corporate that was, at the time of the disposal, a new group company;\n    (c) the property was not, at any time during that period, owned by a person other than the transferring body or a body corporate that was a new group company at that time; and\n    (d) at no time during that period did a person who owned the property:\n    (i) lease it, let it on hire under a hire‑purchase agreement or otherwise grant to another person a right to use it; or\n    (ii) use it outside Australia or for a purpose other than the purpose of producing assessable income.\n\n#### 43 Substitution of new group company as lessee of property\n\n  (1) Where:\n    (a) a lease (in this section called the old lease) of property by a leasing company to the transferring body is terminated during the reorganisation; and\n    (b) immediately after the termination, a new lease of the property takes effect, being a lease by the leasing company to a body corporate (in this section called the group company) that is, immediately after the termination, a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The termination of the old lease shall be disregarded.\n  (3) The new lease shall be deemed to be a continuation of the old lease.\n  (4) In relation to a time at or after the termination, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the lessee under the old lease.\n  (5) A contract or arrangement entered into by the transferring body with the group company shall be disregarded in so far as it related to the termination of the old lease or the entering into of the new lease.\n\n#### 44 Lease assigned to new group company\n\n  (1) Where:\n    (a) during the reorganisation, the transferring body assigns to a body corporate (in this section called the group company) the benefit of a lease of property by a leasing company to the transferring body; and\n    (b) at the time of the assignment, the group company is a new group company;\n  this section has effect for the purposes of subsection 82AG(3) of the Tax Act.\n  (2) The assignment shall be disregarded.\n  (3) In relation to a time at or after the assignment, the group company shall be deemed to be, and the transferring body shall be deemed not to be, the same person as the original lessee under the lease.\n\n  \n\n### Division 4—Application of capital gains tax provisions\n\n#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.\n\n#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.\n\n#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.\n\n#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.\n\n#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.\n\n#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.\n\n#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.\n\n  \n\n## Part VIII—Amendments of the Airlines Act\n\n#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.\n\n#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.\n\n#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.\n\n#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.\n\n#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.\n\n#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.\n\n#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.\n\n  \n\n## Part IX—Miscellaneous\n\n#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.\n\n#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":42},{"sectionNumber":"45","sectionType":"section","heading":"Interpretation","content":"#### 45 Interpretation\n\n  Expressions have the same meaning in this Division as in Part IIIA of the Tax Act, except so far as the contrary intention appears.","sortOrder":43},{"sectionNumber":"46","sectionType":"section","heading":"Consideration","content":"#### 46 Consideration\n\n  In determining for the purposes of this Division what is the consideration in respect of a disposal of an asset to a person, the following shall be disregarded:\n    (a) an interest or right, by way of security, subject to which the asset is acquired by the person;\n    (b) the assumption by the person of a liability.","sortOrder":44},{"sectionNumber":"47","sectionType":"section","heading":"Relevant market value in relation to disposal","content":"#### 47 Relevant market value in relation to disposal\n\n  For the purposes of this Division, the relevant market value in relation to a disposal of an asset is the market value of the asset at the time of the disposal.","sortOrder":45},{"sectionNumber":"48","sectionType":"section","heading":"Notional assumed liability in relation to disposal","content":"#### 48 Notional assumed liability in relation to disposal\n\n  (1) Where, during the reorganisation, the transferring body disposes of an asset (in this section called the relevant asset) to a body corporate, this section has effect for the purposes of this Division.\n  (2) If, as at the transition, the body corporate has assumed (whether before, at or after the commencement of this section) a liability wholly or partly attributable to the relevant asset, or 2 or more such liabilities, whether or not the body corporate has also assumed other liabilities, the notional assumed liability in relation to the disposal is the amount equal to:\n    (a) so much of the amount of the liability when it is assumed as is attributable to the relevant asset; or\n    (b) the aggregate of so much of each of the amounts of the liabilities when they are respectively assumed as is attributable to the relevant asset;\n  as the case may be.\n  (3) Otherwise, the notional assumed liability in relation to the disposal is a nil amount.\n  (4) For the purposes of subsection (2), to the extent that, apart from this subsection, a liability is attributable to no asset disposed of by the transferring body to the body corporate before the transition, the liability shall be deemed to be attributable to the relevant asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.002.png)\n\n  where:\n\n> General Liability is so much of the amount of the liability as, apart from this subsection, is attributable to no asset so disposed of.\n\n> RMV of Relevant Assets is the number of dollars in the relevant market value in relation to the disposal of the relevant asset; and\n\n> RMV of All Assets is the number of dollars in the sum of the respective relevant market values in relation to all disposals of assets by the transferring body to the body corporate before the transition.","sortOrder":46},{"sectionNumber":"49","sectionType":"section","heading":"Disposal of asset by transferring body to new group company","content":"#### 49 Disposal of asset by transferring body to new group company\n\n  (1) This section has effect for the purposes of Part IIIA of the Tax Act where:\n    (a) during the reorganisation, the transferring body disposes of an asset to a body corporate (in this section called the group company) that is, at the time of the disposal, a new group company;\n    (b) because of section 160ZZO of the Tax Act, Part IIIA of that Act does not apply in respect of the disposal;\n    (c) the consideration in respect of the disposal consists only of shares in the group company issued to the transferring body;\n    (d) the notional assumed liability in relation to the disposal is less than the relevant market value in relation to the disposal;\n    (e) if the transferring body acquired the asset after 19 September 1985—the notional assumed liability is also less than the amount that would have been:\n    (i) if the disposal occurs within 12 months after the day on which the transferring body acquired the asset—the cost base; or\n    (ii) in any other case—the indexed cost base;\n    of the asset to the transferring body for the purposes of that Part if it had applied in respect of the disposal;\n    (f) the market value of the shares when issued is as nearly as practicable equal to the amount by which the notional assumed liability is less than the relevant market value; and\n    (g) the transferring body, by notice in writing accompanying the notice referred to in paragraph 160ZZO(1)(d) of the Tax Act, elects that this section is to apply to the shares and specifies the shares in the notice.\n  (2) If the transferring body acquired the asset before 20 September 1985, the body shall be deemed to have acquired the shares before that date.\n  (3) If the transferring body acquired the asset after 19 September 1985, then, for the purpose of:\n    (a) ascertaining whether a capital gain accrued to the body; or\n    (b) ascertaining whether the body incurred a capital loss;\n  in the event of a later disposal of the shares by the body, the body shall be deemed to have acquired the shares for a consideration equal to:\n    (c) if the amount that would have been:\n    (i) if the later disposal occurs within 12 months after the day on which the body acquired the asset—the cost base, or the reduced cost base, as the case may be; or\n    (ii) in any other case—the indexed cost base, or the reduced cost base, as the case may be;\n    to the body of the asset for the purposes of Part IIIA of the Tax Act if that Part had applied in respect of the disposal of the asset by the body to the group company exceeds the notional assumed liability—the amount of the excess; or\n    (d) in any other case—a nil amount.","sortOrder":47},{"sectionNumber":"50","sectionType":"section","heading":"Cancellation of shares under section 14","content":"#### 50 Cancellation of shares under section 14\n\n  Part IIIA of the Tax Act does not apply in respect of a disposal of shares in the transferring body if the disposal was effected by the cancellation of the shares under section 14 of this Act.","sortOrder":48},{"sectionNumber":"51","sectionType":"section","heading":"Treatment of shares in transferring body as at transition","content":"#### 51 Treatment of shares in transferring body as at transition\n\n  (1) In this section:\n\n> asset means an asset, as at the transition, of the transferring body.\n\n> issued shares means the issued shares, as at the transition, in the transferring body.\n\n> liability means a liability, as at the transition, of the transferring body.\n\n> market value means market value as at the transition.\n\n  (2) This section has effect for the purposes of Part IIIA of the Tax Act if:\n    (a) at the transition, the holding company holds all the issued shares;\n    (b) assets (in this section called the pre‑CGT assets) were acquired by the transferring body before 20 September 1985;\n    (c) the holding company, by written notice given to the Commissioner on or before the day on which the holding company lodges its return of income for the year of income in which the transition occurs, or within such further period as the Commissioner allows, nominates as pre‑CGT shares such of the issued shares as are specified in the notice; and\n    (d) the number of shares nominated does not exceed the number calculated in accordance with the formula:\n\n![](image.003.png)\n\n    where:\n    Shares is the number of issued shares.\n    Net Value of Pre‑CGT Assets is the number of dollars in the market value of the pre‑CGT assets reduced by the number of dollars in the liabilities, to the extent that the liabilities are attributable to the pre‑CGT assets; and\n    Net Value of Total Assets is the number of dollars in the market value of the assets reduced by the number of dollars in the liabilities.\n  (3) The holding company shall be deemed to have acquired before 20 September 1985 the shares nominated under paragraph (2)(c).\n  (4) The rest of the issued shares are post‑CGT shares for the purposes of subsection (5).\n  (5) For the purpose of:\n    (a) ascertaining whether a capital gain accrued to the holding company; or\n    (b) ascertaining whether the holding company incurred a capital loss;\n  in the event of a later disposal of a post‑CGT share by the holding company, the holding company shall be deemed to have acquired the share for a consideration equal to the amount calculated in accordance with the formula:\n\n![](image.004.png)\n\n  where:\n\n> Relevant Cost Bases is the sum of the respective amounts that would have been, for the purposes of Part IIIA of the Tax Act:\n\n    (a) if the later disposal occurs within 12 months after the day on which the holding company acquired the share—the cost bases, or the reduced cost bases, as the case may be; or\n    (b) in any other case—the indexed cost bases, or the reduced cost bases, as the case may be;\n  to the transferring body of the assets (other than the pre‑CGT assets) if the body had disposed of those assets at the transition.\n\n> Attributable Liabilities is the amount of the liabilities, to the extent that they are attributable to the assets (other than the pre‑CGT assets); and\n\n> Post‑CGT Shares is the number of post‑CGT shares.\n\n  (6) For the purposes of this section, to the extent that, apart from this subsection, they are not attributable to the assets, the liabilities shall be deemed to be attributable to a particular asset to the extent of the amount calculated in accordance with the formula:\n\n![](image.005.png)\n\n  where:\n\n> General liabilities is the amount of the liabilities, to the extent that, apart from this subsection, they are not attributable to the assets.\n\n> MV of particular asset is the number of dollars in the market value of the particular asset; and\n\n> MV of total assets is the number of dollars in the market value of the assets.","sortOrder":49},{"sectionNumber":"Part VIII","sectionType":"part","heading":"Amendments of the Airlines Act","content":"## Part VIII—Amendments of the Airlines Act","sortOrder":50},{"sectionNumber":"52","sectionType":"section","heading":"Repeal of certain provisions","content":"#### 52 Repeal of certain provisions\n\n  (1) Sections 30 and 30A of the Airlines Act are repealed.\n  (2) The Airlines Act (other than sections 1, 5 to 18, inclusive, 19A, 30 and 30A of that Act) is repealed.\n  (3) Sections 5 to 18, inclusive, of the Airlines Act are repealed.","sortOrder":51},{"sectionNumber":"53","sectionType":"section","heading":"Reference of powers by States: transferring body","content":"#### 53 Reference of powers by States: transferring body\n\n  Section 19A of the Airlines Act is amended by adding at the end the following subsection:\n  “(3) Without prejudice to its effect apart from this subsection, this section also has, by force of this subsection, the effect it would have if:\n    (a) a reference in subsection (1D) or (2) to the Commission were a reference to a body corporate that is a group company for the purposes of the Australian Airlines (Conversion to Public Company) Act 1988;\n    (b) a reference in subsection (1D) to a State in relation to which this section applies were a reference to a State in relation to which this section applies by virtue of subsection (1C); and\n    (c) all the words after ‘that State’ were omitted from subsection (1D).”.","sortOrder":52},{"sectionNumber":"54","sectionType":"section","heading":"Reference of powers by States: group companies","content":"#### 54 Reference of powers by States: group companies\n\n  (1) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which the matter of air transport is referred to the Parliament of the Commonwealth, subsection (4) applies to each group company in relation to that State.\n  (2) Where there is in force an Act of the Parliament of a State that was enacted after the commencement of this section and adopts this section, subsection (4) applies to each group company in relation to that State.\n  (3) Where there is in force an Act of the Parliament of a State (whether enacted before, at or after the commencement of this section) by which there is referred to the Parliament of the Commonwealth a matter (other than the matter of air transport) that is such that, because of the reference, it is within the power of the Parliament of the Commonwealth to make exercisable in that State by a group company the powers conferred by subsection (4), subsection (4) applies to that group company in relation to that State.\n  (4) Where this subsection applies to a group company in relation to a State, the group company may transport passengers and goods, for reward, by air between any place in that State and any other place in that State, but shall not do so otherwise than in accordance with any law of that State applicable to that transport.\n  (5) This section has effect without prejudice to the effect of section 19A of the Airlines Act.","sortOrder":53},{"sectionNumber":"55","sectionType":"section","heading":"Interpretation of continuing provisions","content":"#### 55 Interpretation of continuing provisions\n\n  (1) Despite the repeals effected by subsection 52(2), section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions (including that section).\n  (2) A reference in a continuing provision to the Australian National Airlines Commission shall be deemed to be a reference to the transferring body.","sortOrder":54},{"sectionNumber":"56","sectionType":"section","heading":"Judicial notice of Commission’s seal","content":"#### 56 Judicial notice of Commission’s seal\n\n  Despite the repeals effected by subsection 52(3), subsection 6(3) of the Airlines Act continues to have effect in relation to a document or notice to which the transferring body’s seal was affixed, or appears to have been affixed, before the transition.","sortOrder":55},{"sectionNumber":"57","sectionType":"section","heading":"Limitation of certain actions","content":"#### 57 Limitation of certain actions\n\n  Despite the repeals effected by subsection 52(2), section 63 of the Airlines Act continues to apply in relation to actions for, or arising out of, things done, or purporting to have been done, under that Act before the repeal of that section.","sortOrder":56},{"sectionNumber":"58","sectionType":"section","heading":"Repeal of Australian National Airlines Regulations","content":"#### 58 Repeal of Australian National Airlines Regulations\n\n  (1) The Australian National Airlines Regulations are repealed.\n  (2) Despite the repeal effected by subsection (1), regulation 4 of those Regulations continues to have effect for the purposes of proceedings in respect of a liability arising under that regulation before the repeal.","sortOrder":57},{"sectionNumber":"Part IX","sectionType":"part","heading":"Miscellaneous","content":"## Part IX—Miscellaneous","sortOrder":58},{"sectionNumber":"60","sectionType":"section","heading":"Application of Superannuation Acts","content":"#### 60 Application of Superannuation Acts\n\n  (1) Section 145 of the Superannuation Act 1922 does not apply in relation to the transferring body.\n  (2) The transferring body is not an approved authority for the purposes of the Superannuation Act 1976 unless the body is specified in regulations as mentioned in paragraph (a) of the definition of approved authority in subsection 3(1) of that Act.\n  (3) Subsection 159(1) or (1A) of the Superannuation Act 1976 does not apply to the transferring body so as to render it liable to pay to the Commonwealth, in respect of an amount paid out of the Consolidated Revenue Fund on or after 1 July 1987, an amount exceeding the amount calculated in accordance with the formula:\n\n![](image.006.png)\n\n  where:\n\n> P is the amount paid out of the Consolidated Revenue Fund; and\n\n> CS is the fraction that represents the part of the period of contributory service of the eligible employee within the meaning of that Act to whom the last‑mentioned amount relates that is after 30 June 1987.","sortOrder":59},{"sectionNumber":"62","sectionType":"section","heading":"Compensation for acquisition of property","content":"#### 62 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 the transferring body such reasonable amount of compensation as is agreed upon between the person and the transferring body 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 by virtue of 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":60}],"analysis":{"summary":{"complexity_score":8,"scope_assessment":{"changed":false,"description":"The Act's scope is consistent with its stated purpose: converting the Australian National Airlines Commission into a public company (Australian Airlines Limited), repealing most of the Australian National Airlines Act 1945, protecting staff entitlements, and managing the tax consequences of the restructure. There is no evidence of scope creep beyond this core purpose. The detailed taxation and capital structure provisions are a necessary (if complex) implementation of that purpose rather than an expansion of it."},"complexity_factors":["Multiple interlocking transition concepts ('reorganisation', 'transition', 'transferring body') that all have precise technical meanings dependent on each other","Staged commencement provisions — different sections came into force on different dates (Royal Assent, Proclamation, or triggered by compliance with other subsections)","Extensive deemed/fictional legal constructs — the Act repeatedly uses 'shall be deemed' to create legal fictions (e.g., treating the company as if it had always been registered, or as if certain transfers never happened)","Four separate divisions of taxation provisions covering: general tax exemptions, income tax rules, investment allowance rules, and capital gains tax — each with its own defined terms and interaction with the Income Tax Assessment Act 1936","Capital gains tax provisions involve mathematical formulae for apportioning pre-CGT and post-CGT assets to shares, requiring multi-step calculations across sections 48–51","Interaction between Commonwealth, State, and Territory law — including constitutional referral of powers by States for intrastate air transport","Cross-references to numerous other Acts: Companies Act 1981, Income Tax Assessment Act 1936, Superannuation Act 1922, Superannuation Act 1976, Acts Interpretation Act 1901, Debits Tax Act 1982","The document itself is duplicated multiple times in the source material, adding structural confusion","Distinction between 'group company', 'new group company', 'holding company', and 'wholly-owned subsidiary' requires careful tracking throughout","Partial repeal structure of the Airlines Act 1945 — different provisions repealed at different times, with some surviving provisions continuing to operate"],"plain_english_summary":"## What This Law Does\n\nThis Act converted **Australian Airlines** from a government-owned statutory body (called the Australian National Airlines Commission) into a **public company** called *Australian Airlines Limited*. Think of it like changing a government department into a regular private company — same business, different legal structure.\n\n## Who It Affects\n\n**Employees (staff members):** If you worked for Australian Airlines before the changeover (called \"the transition\"), your job continued on the same terms and conditions. Your leave entitlements, service history, and employment contract were all preserved — the conversion didn't break your employment or reset your entitlements.\n\n**The Commonwealth (Australian Government):** The government held all the shares in the new company. It could also set up a separate \"holding company\" (a parent company) to own those shares on its behalf.\n\n**Former members of the Commission's governing board:** They lost their positions at the moment of transition — the new company's shareholders (i.e., the Commonwealth) became its members instead.\n\n**Anyone with property rights affected by the conversion:** A compensation mechanism existed if the Act's operation unfairly took property from someone without fair payment (a constitutional requirement under section 51(xxxi) of the Constitution).\n\n## Key Things That Happened\n\n1. **Name change:** The body became \"Australian Airlines Limited\" automatically at the transition date.\n2. **Company registration:** The body was legally treated *as if* it had applied for and been granted company registration — without having to go through the normal process.\n3. **Share capital created:** The government's existing capital investment in the airline was converted into shares, issued to the Commonwealth or its nominees.\n4. **Tax exemptions:** The conversion itself — including share issues, property transfers within the group, and the name change — was **exempt from stamp duty and most other taxes** (but not income tax). This prevented the restructure from triggering massive tax bills.\n5. **Capital gains tax (CGT) rules:** Detailed rules ensured that moving assets around during the reorganisation didn't accidentally trigger CGT liabilities. Some assets acquired before September 1985 (when CGT was introduced) were treated as pre-CGT assets to preserve their tax-free status.\n6. **Most of the old Airlines Act was repealed:** The 1945 legislation that originally created the Commission was largely abolished, though some provisions (like rules about intrastate air transport powers and certain legal actions) were kept alive.\n7. **Superannuation:** The new company was removed from government superannuation schemes, with capped obligations for past contributions.\n\n## Why It Matters\n\nThis was part of the Hawke Government's broader economic reforms in the late 1980s to commercialise government-owned enterprises. Converting Australian Airlines to a public company structure was a step toward potential privatisation (which eventually happened when Qantas and Australian Airlines merged in 1992). The Act was carefully designed to make the legal changeover seamless — no new registration process, no broken contracts, no accidental tax hits."},"issue_detection":{"absurdities":[{"type":"self_contradicting","section":"s36(2)","severity":"high","reasoning":"Section 36(2) provides that a certificate by an authorised person 'is conclusive evidence of the matters certified, except so far as the contrary is established.' This is a direct logical contradiction: if evidence is conclusive, by definition it cannot be rebutted by contrary evidence. The section simultaneously declares the certificate to be conclusive and then carves out an exception that destroys the conclusiveness. A certificate cannot be both irrebuttable and rebuttable at the same time.","confidence":0.95,"description":"Conclusive evidence that can be rebutted is not conclusive evidence"},{"type":"impossible_compliance","section":"s2(3) and s11(3)","severity":"medium","reasoning":"Section 2(3) provides that subsection 52(1) commences the day after subsection 11(3) is complied with. Subsection 11(3) requires the transferring body to issue shares 'as the Minister directs in writing.' If the Minister never issues such a direction, subsection 11(3) is never complied with and subsection 52(1) — which repeals sections 30 and 30A of the Airlines Act — never commences. This creates a potentially permanent suspension of a repeal provision contingent entirely on ministerial action with no deadline or obligation imposed on the Minister.","confidence":0.82,"description":"Commencement of subsection 52(1) depends on compliance with subsection 11(3), but subsection 11(3) itself requires a ministerial direction which may never be given, creating a potentially indefinitely suspended commencement"},{"type":"retroactive_impossibility","section":"s15(1) and s15(4)","severity":"medium","reasoning":"Section 15(4) deems the transferring body to have been 'immediately before the transition' a corporation within the meaning of the Companies Act 1981. Section 15(1) deems it to have made an application under section 85 of the Companies Act 1981 immediately before the transition. However, the application to register under s85 could only validly be made by a corporation, and the body only becomes a corporation by virtue of this very deemed registration. The Act thus retroactively deems something to have been true (corporate status) in order to justify a legal step (the application) which is the precondition for that very status — a bootstrapping circularity.","confidence":0.78,"description":"The transferring body is deemed to have been a corporation immediately before the transition for the purpose of making an application, yet it only becomes a corporation at the transition — a retroactive legal fiction applied to a moment that has already passed by the time the Act operates"},{"type":"other","section":"s11(6) and s18(2)","severity":"medium","reasoning":"Section 11(6) states that a person is not a member of the transferring body before the transition merely because they hold shares. Section 18(2) makes shareholders members at the transition. This means there is a period — potentially extended — during which shares are validly issued and held (s11(3)), but shareholders have no membership rights whatsoever. The body during this period has share capital and shareholders but no members, which is a legally anomalous state inconsistent with ordinary corporate concepts and creates uncertainty about the legal relationship between the body and its shareholders during the reorganisation.","confidence":0.8,"description":"Shares are issued before the transition but shareholders are not members until the transition, creating a class of shareholders with no membership rights or obligations in a body that is not yet a company"},{"type":"retroactive_impossibility","section":"s21(2)","severity":"medium","reasoning":"Section 21(2) deems reports prepared under s40 of the Airlines Act and furnished to the Minister to be profit and loss accounts laid before the body at an annual general meeting held on the day they were furnished. However, the Australian National Airlines Commission was a statutory body, not a company, had no members, and held no annual general meetings. The fiction of an AGM being 'held' on the date reports were given to a Minister — with no members present, no notice, no quorum — is a legal absurdity. The section creates a deemed meeting that could never have occurred.","confidence":0.85,"description":"Reports furnished to the Minister are deemed to have been laid before annual general meetings of a body that had no members and held no AGMs"},{"type":"circular_definition","section":"s34 definition of 'exempt matter' (g) and s35","severity":"medium","reasoning":"Section 34 defines 'exempt matter' to include at paragraph (g) 'the operation of this Act' and at paragraph (h) 'giving effect to a matter referred to in another paragraph of this definition.' Section 35 then exempts from tax anything done 'because of, or for a purpose connected with, or arising out of, an exempt matter.' Since paragraph (g) makes the entire operation of the Act an exempt matter, and paragraph (h) makes giving effect to any exempt matter also an exempt matter, and section 35 covers anything done 'arising out of' an exempt matter, the exemption potentially cascades without limit. Any transaction that can be connected to the Act's operation — no matter how remotely — could be argued to be tax-exempt.","confidence":0.75,"description":"The exemption from tax extends to 'the operation of this Act' itself — creating a potentially unlimited and circular tax exemption"},{"type":"retroactive_impossibility","section":"s38(2)","severity":"low","reasoning":"Section 38(2) deems the holding company 'not to have been in existence' during the period it was incorporated but dormant, for Tax Act group company determination purposes. This requires third parties and the Commissioner to treat a legally existing, incorporated company as non-existent for certain purposes — a legal fiction that conflicts with the basic corporate law principle that a company exists from the moment of its incorporation. While legislative deeming provisions are common, deeming a company's entire existence to be a nullity creates interpretive difficulties for any provision that depends on corporate existence during that period.","confidence":0.65,"description":"A company is deemed not to have existed during a period when it actually did exist and was incorporated, for the purpose of determining group company status"},{"type":"impossible_compliance","section":"s52(1), (2) and (3)","severity":"medium","reasoning":"Section 52(2) comes into operation on a Proclamation day and repeals the Airlines Act other than ss1, 5-18, 19A, 30 and 30A. Section 52(1) comes into operation the day after s11(3) is complied with and repeals ss30 and 30A. Section 52(3) commences immediately after s15 and repeals ss5-18. The sequencing problem is that s52(2) could commence before s52(1) (since s52(1)'s commencement depends on ministerial action), leaving ss30 and 30A in force but with the rest of the Act repealed. More critically, if s52(2) commences before s52(3), the bulk of the Airlines Act is gone before ss5-18 are separately repealed — making s52(3)'s separate operation redundant and potentially creating interpretive conflict about the applicable repeal mechanism for ss5-18.","confidence":0.72,"description":"The repeal sequencing in section 52 creates a window where provisions of the Airlines Act are partially repealed by s52(2) before s52(1) operates, potentially repealing provisions that s52(1) relies on"},{"type":"other","section":"s2(2) — reference to s69(2)","severity":"high","reasoning":"Section 2(2) lists 'subsection 69(2)' as one of the provisions to come into operation by Proclamation. However, the Act as provided contains no section 69. This is either a reference to a section that was omitted from the text, repealed before commencement, or is a drafting error — all of which create a commencement provision that refers to a non-existent provision. A Proclamation would purport to bring into force a provision that does not exist, which is legally meaningless.","confidence":0.88,"description":"Section 2(2) refers to subsection 69(2) as a provision to be proclaimed, but section 69 does not appear anywhere in the Act as reproduced"},{"type":"retroactive_impossibility","section":"s60(3)","severity":"low","reasoning":"Section 60(3) limits the transferring body's liability under the Superannuation Act 1976 in respect of amounts paid from the Consolidated Revenue Fund 'on or after 1 July 1987.' The Act received Royal Assent in 1988. The formula's CS variable (fraction of contributory service after 30 June 1987) applies retroactively to payments made before the Act existed. While this may be intentional transitional drafting, it creates a situation where the liability cap applies to events that occurred before the legislation existed, raising questions about whether obligations already assessed or settled before Royal Assent are affected.","confidence":0.6,"description":"A formula limiting the transferring body's superannuation liability references amounts paid on or after 1 July 1987 — approximately a year before the Act received Royal Assent — creating a retroactive financial obligation cap"}],"contradictions":[{"severity":"medium","section_a":"s15(1)(a) and s15(4)","section_b":"s15(2)(b) and s15(3)","confidence":0.7,"description":"Section 15 simultaneously deems the registration application to have been granted 'at the transition' and deems the date of commencement of registration to be 'the day on which this section comes into operation' — these are the same moment defined twice, which is consistent, but section 15(1)(a) deems the application to have been made 'immediately before the transition' while s15(4) deems corporate status to exist 'immediately before the transition' — creating a circularity where corporate status is needed to make the application but is only granted by the deemed registration that the application produces"},{"severity":"low","section_a":"s29","section_b":"s32(1)","confidence":0.65,"description":"Section 29 continues employment on existing terms and conditions, while section 32(1) implies those terms and conditions are variable under the pre-transition Airlines Act regime — creating tension between the continuity guarantee and the variability mechanism"},{"severity":"low","section_a":"s36(2)","section_b":"s35","confidence":0.6,"description":"Section 35 creates an objective tax exemption for exempt matters, while section 36(2) makes a ministerial certificate conclusive (but rebuttable) evidence that something is an exempt matter. If the exemption under s35 is objective, a certificate under s36 is unnecessary and its 'conclusive' status is misleading — a court could find something is an exempt matter without a certificate, and could find it is not despite a certificate"},{"severity":"medium","section_a":"s15(5)","section_b":"s54(4)","confidence":0.68,"description":"Section 15(5) provides that after the transition the transferring body shall not be taken to be a public authority or instrumentality of the Crown. Section 54(4) grants group companies (including the transferring body per the s5 definition) the power to transport passengers and goods by air within a State — a power that derives from Commonwealth legislative power obtained through State referrals, which is typically exercised by Commonwealth instrumentalities. The Act thus strips the body of its public authority status while simultaneously exercising it as if it retained that status for the purposes of intrastate air transport."},{"severity":"low","section_a":"s52(2)","section_b":"s55(1)","confidence":0.72,"description":"Section 52(2) repeals the Airlines Act other than specified provisions including section 4. Section 55(1) provides that despite the s52(2) repeal, section 4 of the Airlines Act continues to have effect for the purposes of the continuing provisions. This creates an odd situation where section 4 is simultaneously not repealed (being carved out of s52(2)'s operation) and also saved from repeal by s55(1) — the saving provision is redundant as to s4, suggesting either a drafting error or that section 4 was intended to be repealed by s52(2) and s55(1) was meant to save it, but the carve-out in s52(2) means it was never repealed in the first place."},{"severity":"low","section_a":"s11(3)(c)","section_b":"s6","confidence":0.58,"description":"Section 11(3) allows shares to be issued to the holding company as directed by the Minister, but section 6 provides that the holding company is optional ('if any'). If no holding company is nominated, s11(3)(c) is a dead letter. More critically, s11(3) requires the Minister to direct the issue but provides no default mechanism if no direction is given and no holding company exists, leaving the transferring body with paid-up shares and no lawful recipient if the Commonwealth and its nominees are also not directed."},{"severity":"medium","section_a":"s17(1)","section_b":"s16(1) and s15(2)(c)(i)","confidence":0.78,"description":"Section 17(1) requires the transferring body to lodge a proposed memorandum and articles of 'Australian Airlines Limited' before the transition. However, the body is only renamed 'Australian Airlines Limited' at the transition by s16(1), and only deemed registered under that name at the transition by s15(2)(c)(i). The body must therefore lodge documents in the name of a company that does not yet legally exist under that name — it is lodging a memorandum for a company whose name has not yet been legally acquired."}]},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":false,"description":"The Act’s substantive scope in the text is the conversion of the Australian National Airlines Commission into a public company and the consequential corporate, staff, tax and statutory clean‑up measures (see Parts IV, VI, VII and VIII). The instrument implements that stated purpose by: (a) deeming company registration and changing the name (ss 15–16); (b) creating and allocating share capital (ss 10–11); (c) preserving staff continuity while allowing permitted variations (ss 29–32); (d) providing tax exemptions and special CGT treatments for reorganisational transfers (ss 34–51); and (e) repealing and saving specified parts of the Airlines Act (ss 52–58). The Act text does not expand beyond that conversion and associated transitional matters; it therefore does not change scope from the expressed purpose in the Act itself."},"complexity_factors":["Extensive cross‑referencing to the Companies Act 1981 and the Income Tax Assessment Act 1936 (Tax Act) creating multi‑statute interaction","Detailed tax and capital gains transitional rules with valuation formulas and notional liability allocations (Divisions 2–4 of Part VII; ss 46–51; ss 48–51)","Staged commencement provisions and dependence on specific procedural steps (s 2; ss 11(3), 15–16)","Ministerial discretions and conclusive certification powers that affect legal outcomes (ss 6; 11(3); 36)","Repeal of large parts of the existing Airlines Act while preserving 'continuing provisions' and specific saved effects (ss 52–56), increasing interpretive complexity","Multiple administrative actions required (lodgement of memorandum/articles, notices to Commissioner, valuations, and possible proclamation timings) (ss 17; 51(2)(c); s 2)","Interplay with State law powers and references (ss 53–54) creating federal–state complexity","Staff continuity and contractual variation rules that need to be read alongside prior awards, agreements and Companies Act transitional provisions (ss 29–32)"],"plain_english_summary":"- What this law does, mechanically\n  - Converts the Australian National Airlines Commission (the existing statutory body, called the \"transferring body\" in the Act) into a public company called Australian Airlines Limited by treating the Commission as if it had applied for and been registered under the Companies Act 1981 and by changing its name (ss 15–16).  \n  - Gives the transferring body a share capital divided into 50-cent shares and requires the body to use its existing capital to pay up those shares and then issue them to the Commonwealth, to Commonwealth nominees, or to a holding company as the Minister directs (ss 10–11).  \n  - Allows the Minister to nominate, during the reorganisation, a Commonwealth‑owned public holding company to hold the shares (s 6).  \n  - Preserves staff employment on existing terms at and after the transition, protects accrued entitlements and continuity of service, and makes certain post‑transition variations lawful in the same ways they could have been varied previously (ss 29–32).  \n  - Repeals most of the Australian National Airlines Act 1945 but preserves specified provisions (including continuing effect for certain provisions and references) and keeps the legal effect of some pre-transition actions and seals (ss 52–58, 55–56).  \n  - Provides a package of taxation and capital gains tax transitional rules and exemptions to treat a range of transactions done during the reorganisation as tax‑neutral or to apply special tax treatments (including explicit exemptions from sales tax, stamp duty and similar charges, and deemed treatments for CGT purposes) (Divisions 1–4 of Part VII; see ss 34–51).  \n  - Limits application of particular Superannuation Act provisions to the new company, and provides a mechanism for compensation where the operation of the Act would otherwise acquire property otherwise than on just terms (ss 60, 62).\n\n- Who this affects (who pays and who decides)\n  - The Commonwealth: remains the beneficial owner of shares initially, and the Minister (Commonwealth executive) makes key decisions — including nomination of a holding company and directions about issuance of shares (s 6; s 11(3)).  \n  - The transferring body / Australian Airlines Limited: becomes a company, issues and holds shares, inherits or has altered tax and CGT treatments for assets transferred during the reorganisation, is responsible for paying any compensatory amounts required under s 62, and may lose certain statutory characterisations (s 15(5)).  \n  - A holding company (if nominated): may be the recipient of issued shares and is given special tax and CGT treatment in the Act (ss 6; 37–38; 51).  \n  - Group companies and new group companies (subsidiaries): subject to the reorganisation rules for in‑group transfers, issues and assumed liabilities (ss 7; 39–40; 42–44).  \n  - Staff members: employment continuity and accrued rights are preserved; the company may vary terms to the extent permitted previously (ss 29–32).  \n  - States and Territories: the Act repeals or preserves certain intergovernmental references and enables group companies to operate under state laws where references of power apply (ss 53–54; s 3).  \n  - Revenue authorities and third parties: must apply the statutory tax exemptions and deemed treatments where the Act prescribes them; an \"authorised person\" (Minister or nominee) can certify exempt matters and that certificate is conclusive evidence in proceedings (ss 34–36).\n\n- Why it matters (official purpose and operational effects)\n  - Official purpose claim (from Act text): to convert the Australian National Airlines Commission into a public company, to repeal most provisions of the old Airlines Act, and to provide consequential staff, corporate and tax transitional arrangements (preamble; Parts IV, VIII, VII).  \n  - Tested against costs, incentives and trade‑offs:  \n    - Incentives created: the Act creates legal certainty for a corporate conversion by deeming registration and by prescribing share issuance and tax treatments (ss 15; 11; 35–51). That reduces transactional tax friction for asset transfers inside the newly formed group during the reorganisation (ss 35, 39–44).  \n    - Who benefits: recipients of the exemption and deemed treatments (the Commonwealth, the holding company and group companies) avoid sales/stamp taxes and receive favourable CGT timing and valuation rules for reorganisational transfers (ss 34–35; ss 46–51).  \n    - Who bears costs: Commonwealth (by owning and directing share outcomes and by forgoing some state/territory taxes), the transferring body (which assumes procedural and compliance costs and which is the entity required to pay compensation where property acquisition would otherwise breach the Constitution) (s 11(3); s 62).  \n    - Trade‑offs and opportunity cost: tax exemptions and deemed neutral treatment reduce immediate tax receipts to States/Territories and the Commonwealth (s 35) in return for a simplified, administratively certain reorganisation of ownership and asset allocation within the group.  \n    - Compliance and implementation risk: the Act requires valuations, nomination notices to the Commissioner for CGT status, lodgement of memorandum/articles and coordination of staged commencements by proclamation — all of which impose administrative burdens and rely on accurate valuation and timing (ss 2; 17; 51(2)(c)).  \n    - Bureaucratic discretion: the Minister has formal powers to nominate the holding company and to direct how shares are issued (s 6; s 11(3)), and an authorised person (Minister or nominee) may issue conclusive certificates about exemption status (s 36). Those powers allocate significant implementation control to the executive.  \n    - Effects on private enterprise and contract freedom: the Act moves the statutory airline from a statutory commission to a company governed by the Companies Act (s 15). From the transition, corporate governance, membership, share capital and company law rules apply (ss 10, 15–19). This changes how the entity contracts and is regulated for corporate matters, while preserving continuity of staff contracts (ss 29–32).  \n\n- Practical mechanics likely to matter to users\n  - Timing: several provisions start on Royal Assent and others only on proclamation or after specific steps (ss 2(1)–(4); ss 15–16 have special commencement rules).  \n  - Documentation and filings: memorandum/articles must be lodged before transition (s 17); accounting records and previously prepared financial statements are carried over for company law purposes (ss 20–21).  \n  - Tax paperwork: to secure specified CGT treatments, the holding company must give written notice to the Commissioner within prescribed filing timeframes (s 51(2)(c)).  \n  - Certification: an authorised person’s written certificate is conclusive in court unless overturned (s 36(2)).\n\n- Immediate, observable changes in behaviour the law compels\n  - The transferring body will adopt a share capital, pay up and issue shares as directed (ss 10–11).  \n  - The organisation will prepare and lodge a memorandum and articles to become a company under Companies Act rules (s 17).  \n  - Group‑internal transfers and lease assignments done during the reorganisation will be treated as disregarded or as deemed continuations for tax/CGA purposes where the Act prescribes that result (ss 39–44; ss 48–51).  \n  - Staff will continue employment without break and with their accrued entitlements preserved, though their terms may be varied within previously available statutory mechanisms (ss 29–32).\n\n- Key implementation and legal risk points to watch (sections cited above):\n  - Ministerial direction and nomination (s 6; s 11(3)) concentrate decision power and determine share allocation.  \n  - Authorised‑person certification is conclusive unless disproved (s 36).  \n  - Complex CGT valuation and allocation formulas (ss 48–51) require precise market valuations and allocation of liabilities; errors will affect tax outcomes.  \n  - Multiple staged commencements and repeals create sequencing risk (s 2; ss 52–58)."},"kimi_summary":{"_metrics":{"completionTokens":516},"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: converting the Australian National Airlines Commission to a public company. While it contains extensive technical provisions (particularly for tax treatment), these all serve the core conversion objective rather than expanding into unrelated policy areas."},"complexity_factors":["Extensive cross-referencing to the Companies Act 1981, Airlines Act 1945 and Income Tax Assessment Act 1936","Multiple defined terms with recursive definitions (e.g., 'wholly-owned subsidiary')","Complex conditional commencement provisions with interdependent triggers","Detailed tax provisions with multiple formulas for apportioning liabilities and calculating cost bases","Nested deeming provisions that create fictional legal histories","Seven separate Parts with four Divisions in Part VII alone, each with distinct technical purposes","Extensive use of 'deemed' language creating artificial legal constructs for tax and corporate law purposes"],"plain_english_summary":"This Act converted the **Australian National Airlines Commission** (a government-owned statutory corporation) into **Australian Airlines Limited**, a public company under the *Companies Act 1981*.\n\n**What it does:**\n- **Creates a corporate structure**: The former Commission gets share capital divided into 50-cent shares, issued to the Commonwealth or a nominated holding company\n- **Deems registration**: The body is automatically treated as having applied for and received company registration under the name \"Australian Airlines Limited\"\n- **Protects employees**: Staff keep their jobs on existing terms and conditions, with preserved leave entitlements and continuous service\n- **Provides tax relief**: Exempts various transactions (share issues, property transfers, liability assumptions) from sales tax, stamp duty and other taxes during the reorganisation\n- **Handles complex tax matters**: Contains detailed rules for capital gains tax, investment allowances and income tax treatment of the conversion\n- **Repeals most of the old Airlines Act**: Keeps only certain provisions about state references of powers and judicial notice of seals\n\n**Who it affects:**\n- The airline itself and its employees\n- The Commonwealth as shareholder\n- Any holding company nominated by the Minister\n- Group companies (wholly-owned subsidiaries) involved in the reorganisation\n\n**Why it matters:**\nThis was a major privatisation step — transforming a government commission into a company structure that could later be sold or floated. The Act carefully manages the transition to avoid triggering tax liabilities, protect workers' rights, and ensure legal continuity of operations."}},"importantCases":[],"_links":{"self":"/api/acts/australian-airlines-conversion-to-public-company-act-1988","history":"/api/acts/australian-airlines-conversion-to-public-company-act-1988/history","analysis":"/api/acts/australian-airlines-conversion-to-public-company-act-1988/analysis","conflicts":"/api/acts/australian-airlines-conversion-to-public-company-act-1988/conflicts","importantCases":"/api/acts/australian-airlines-conversion-to-public-company-act-1988/important-cases","documents":"/api/acts/australian-airlines-conversion-to-public-company-act-1988/documents"}}