{"id":"nsw:act-1988-047","name":"Australian Mutual Provident Society Act 1988","slug":"australian-mutual-provident-society-act-1988","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"47 of 1988","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107142,"registerId":"nsw-act-1988-047-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act may be cited as the [Australian Mutual Provident Society Act 1988](/view/html/inforce/current/act-1988-047).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> > (1) Sections 1 and 2 commence on the date of assent to this Act.\n> \n> > (2) Except as provided by subsection (1), this Act commences on a day or days to be appointed by proclamation.\n> \n> > (3) A proclamation shall not be made under this section unless:\n> > \n> > > (a) AMP has lodged with the Corporate Affairs Commission proposed by-laws that have been approved by the Minister, and\n> > \n> > > (b) the Corporate Affairs Commission has issued a certificate stating that the proposed by-laws have been lodged with it.\n> \n> > (4) Subject to section 11 (2) of the [Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997](/view/html/inforce/current/act-1997-056), AMP’s proposed by-laws shall be divided into:\n> > \n> > > (a) Part 1 which contains only matter of a type appropriate for inclusion in a memorandum of association, and\n> > \n> > > (b) Part 2 which contains only matter of a type appropriate for inclusion in articles of association.\n> \n> > (5) The Corporate Affairs Commission is required to accept the proposed by-laws lodged in accordance with this section and to issue a certificate for the purposes of this section.\n> \n> **s 2:** Am 1997 No 56, Sch 1 \\[1\\].","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Act:\n> > \n> > AMP means Australian Mutual Provident Society continued as a body corporate by the [Australian Mutual Provident Society’s Act 1910](/view/pdf/asmade/act-1910-amp).\n> > \n> > Code means the [Companies (New South Wales) Code](/view/pdf/asmade/act-1981-122a).\n> > \n> > Code regulations means the provisions applying as regulations made under the Code because of section 7 of the [Companies (Application of Laws) Act 1981](/view/html/repealed/current/act-1981-122).\n> > \n> > member means a member of AMP.\n> > \n> > officer has the same meaning as it has in the Code.\n> \n> > (2) In this Act, a reference to the Code or the Code regulations is a reference to that Code or those regulations:\n> > \n> > > (a) as in force on the commencement of section 4, or\n> > \n> > > (b) if the regulations under this Act so provide, as in force at a later specified time.","sortOrder":3},{"sectionNumber":"Part 2","sectionType":"part","heading":"Application of Code","content":"# Part 2 Application of Code\n\nPart 2 Application of Code","sortOrder":4},{"sectionNumber":"4","sectionType":"section","heading":"Code to apply generally","content":"#### 4 Code to apply generally\n\n4 Code to apply generally\n\n> > (1) Subject to this Act, the Code and the Code regulations apply:\n> > \n> > > (a) to AMP as if it were a company that had been duly registered under the name “Australian Mutual Provident Society” and had been duly incorporated, in each case under the Code and on the commencement of this section, and\n> > \n> > > (b) to the members and officers of AMP as if they were members and officers, respectively, of such a company.\n> \n> > (2) Part 80 of the Supreme Court Rules applies to AMP and to its members and officers in the same way that the Code and the Code regulations apply under subsection (1).","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Provisions of Code that do not apply","content":"#### 5 Provisions of Code that do not apply\n\n5 Provisions of Code that do not apply\n\n> The provisions of the Code that are listed in Schedule 1 do not apply to AMP.","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"AMP not a company","content":"#### 6 AMP not a company\n\n6 AMP not a company\n\n> Nothing in this Act is to be taken as constituting AMP as a company for the purposes of any law, or previous law, of the State relating to companies.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Conversion and directors","content":"#### 7 Conversion and directors\n\n7 Conversion and directors\n\n(Code ss 69, 226 (9))\n\n> Sections 69 and 226 (9) of the Code apply to AMP as if it were a company limited by guarantee.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Rights of classes of members","content":"#### 8 Rights of classes of members\n\n8 Rights of classes of members\n\n(Code s 127)\n\n> A member shall not be taken to be in a class of members having special rights for the purposes of section 127 of the Code just because the member holds a life insurance policy or other policy, annuity or contract issued by AMP with terms or conditions that differ from the terms or conditions of another life insurance policy or other policy, annuity or contract issued by AMP.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Annual returns","content":"#### 9 Annual returns\n\n9 Annual returns\n\n(Code reg 56A)\n\n> The only documents regulation 56A (b) (ii) of the Code regulations requires to accompany an annual return of AMP are those section 52 of the [Life Insurance Act 1945](http://www.legislation.gov.au/) of the Commonwealth requires to be lodged for the relevant financial year.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"By-laws","content":"#### 10 By-laws\n\n10 By-laws\n\n> > (1) On and from the commencement of section 4, the by-laws of AMP are those by-laws lodged with the Corporate Affairs Commission in accordance with section 2, as altered or added to from time to time in accordance with this section.\n> \n> > (2) Parts 1 and 2 of the by-laws of AMP:\n> > \n> > > (a) shall, for the purposes of the application of the Code and of the Code regulations to AMP and to its members and officers, be taken to be the memorandum of association and articles of association, respectively, of AMP, and\n> > \n> > > (b) bind AMP, and the persons who are from time to time its members, accordingly.\n> \n> > (3) The by-laws (including the by-laws as taken to be amended under section 11 (2) of the [Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997](/view/html/inforce/current/act-1997-056)) may be altered or added to only in accordance with the Code and the Code regulations applying to memoranda and articles of association.\n> \n> **s 10:** Am 1997 No 56, Sch 1 \\[2\\].","sortOrder":11},{"sectionNumber":"Part 3","sectionType":"part","heading":"Membership of AMP","content":"# Part 3 Membership of AMP\n\nPart 3 Membership of AMP","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Membership criteria","content":"#### 11 Membership criteria\n\n11 Membership criteria\n\n> Subject to section 11 (2) and (3) of the [Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997](/view/html/inforce/current/act-1997-056), membership of AMP shall be in accordance with the by-laws of AMP.\n> \n> **s 11:** Am 1997 No 56, Sch 1 \\[3\\].","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Members’ liability","content":"#### 12 Members’ liability\n\n12 Members’ liability\n\n> > (1) Subject to subsection (3), if AMP is wound up:\n> > \n> > > (a) a person is not, as a present or past member, liable to contribute to the property of AMP for the purposes of payment of AMP’s debts or liabilities or of the costs, charges or expenses of the winding up or for the purposes of the adjustment of the rights of such members among themselves, and\n> > \n> > > (b) the property of AMP alone is liable for those purposes.\n> \n> > (2) In this section:\n> > \n> > past member includes a person who ceased to be a member before the commencement of section 4.\n> \n> > (3) Section 360 of the Code applies to every present and past member of AMP who holds or has held shares in AMP.\n> \n> **s 12:** Am 1997 No 56, Sch 1 \\[4\\] \\[5\\].","sortOrder":14},{"sectionNumber":"Part 4","sectionType":"part","heading":"Miscellaneous","content":"# Part 4 Miscellaneous\n\nPart 4 Miscellaneous","sortOrder":15},{"sectionNumber":"13","sectionType":"section","heading":"Regulations","content":"#### 13 Regulations\n\n13 Regulations\n\n> > (1) The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n> \n> > (2) Without affecting the generality of subsection (1), the regulations may provide that specified provisions of the Code, or the Code regulations, do not apply to AMP or to its members or officers.\n> \n> > (3) The [Subordinate Legislation Act 1989](/view/html/inforce/current/act-1989-146) does not apply to the regulations.\n> \n> **s 13:** Am 1996 No 30, Sch 1.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":null,"content":"#### 14\n\n14 (Repealed)","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Savings and transitional provisions","content":"#### 15 Savings and transitional provisions\n\n15 Savings and transitional provisions\n\n> Schedule 2 has effect.","sortOrder":19},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Provisions that do not apply to AMP","content":"# Schedule 1 Provisions that do not apply to AMP\n\nSchedule 1 Provisions that do not apply to AMP\n\n(Section 5)\n\nSections 35 (6)–(9), 37, 39, 82, 217 (1) and (2), 274 and 360 of the Code.","sortOrder":20},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Savings and transitional provisions","content":"# Schedule 2 Savings and transitional provisions\n\nSchedule 2 Savings and transitional provisions\n\n(Section 15)","sortOrder":21}],"analysis":{"summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"The Act's original scope was to provide an ongoing governance framework for AMP as a mutual provident society. That purpose became redundant after AMP's demutualisation in 1997 under separate legislation, fundamentally changing the Act from an active regulatory instrument to a dormant legal relic pending formal repeal."},"complexity_factors":["Involves interaction between multiple pieces of legislation (the 1910 Act, the 1988 Act, and the 1997 Demutualisation Act), requiring cross-referencing to understand the full picture","The concept of demutualisation (converting from a member-owned mutual to a shareholder-owned company) is unfamiliar to most people","Ambiguity around whether the Act has been effectively superseded or formally repealed, creating confusion about its current legal status","Limited substantive content visible in the provided text, making it difficult to assess what the Act actually contained","References to the now-replaced 'Corporations Law' (superseded by the Corporations Act 2001) add a layer of historical complexity"],"plain_english_summary":"## Australian Mutual Provident Society Act 1988 (NSW)\n\nThis is a **NSW State law** that was created to govern the **Australian Mutual Provident Society** — better known as **AMP**, one of Australia's oldest and largest financial services companies.\n\n### What was AMP originally?\nAMP started as a *mutual society* — meaning it was owned by its members (policyholders), not shareholders. This Act, along with an earlier 1910 Act, provided the legal framework for how AMP operated under that structure.\n\n### What changed?\nIn 1997, AMP *demutualised* — that is, it converted from a member-owned society into a regular company listed on the stock exchange. This was a massive change: members received shares in the new company instead of their old membership rights. A separate law — the **Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997** — managed that process.\n\n### What does this Act do now?\nVery little. This Act is essentially a **legal shell** kept technically 'in force' but with almost no practical content visible in the available text. The 1997 demutualisation law included a provision (Section 26) allowing the NSW Governor to **repeal** this Act once AMP was registered as a company — but as of the version shown (last updated November 2003), that full repeal had not yet occurred.\n\n### Who does this affect?\nIn practical terms, **almost no one today**. AMP has long since operated as a publicly listed company. This Act is a historical artifact with no meaningful current impact on ordinary Australians, AMP customers, or AMP shareholders.\n\n### Why does it still appear 'in force'?\nBecause the Governor's proclamation to formally repeal it either hadn't been made by late 2003 (the last update shown) or the website hasn't been updated to reflect a repeal. Either way, it carries no practical weight for everyday people."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The supplied text shows the Act’s core design: to apply the NSW Companies Code (with specific exclusions) to AMP, convert lodged by-laws into a memorandum/articles regime, and preserve continuity through savings and transitional provisions (Schedule 2). The Act itself contains procedural gates for commencement (s 2) and delegated regulation-making powers (s 13). The material provided does not indicate any subsequent expansion or contraction of scope beyond these provisions."},"complexity_factors":["Extensive cross-references to an external statute (the Companies (New South Wales) Code) and to its regulations (s 3, s 4), requiring readers to consult multiple instruments to know the full legal effect.","A list of explicit Code provisions excluded from application (s 5; Schedule 1), which creates a mixed regime rather than a straight importation.","Transitional and savings clauses that carry forward existing appointments, meetings and membership while replacing prior by-laws (Schedule 2 cls 3–7), adding layered temporal rules.","Delegated regulation power with the ability to disapply specified Code provisions and an express exclusion of the usual subordinate legislation oversight (s 13(2)–(3)), increasing administrative discretion and legal uncertainty.","Pre-commencement administrative conditions (Minister approval of by-laws; Corporate Affairs Commission certificate; s 2(3)–(5)) that gate when the main provisions take effect.","Conversion of by-laws into memorandum and articles of association for Code purposes and the restriction that alterations follow Code procedures, which changes internal governance mechanics (s 10(1)–(3)).","Interaction with Commonwealth law for certain reporting requirements (s 9 referencing the Life Insurance Act 1945) and with a separate Demutualisation Act (amendment references), creating inter-jurisdictional statutory links.","A preserved statement that AMP is not a company for other State company laws (s 6), which creates a potential interpretive boundary requiring attention."],"plain_english_summary":"What this law does (mechanically)\n\n- Applies the Companies (New South Wales) Code and its regulations to the Australian Mutual Provident Society (AMP) so that, for most legal purposes under that Code, AMP is treated as if it were a company incorporated under the Code from the commencement of the relevant section (s 4).  Part 80 of the Supreme Court Rules is also made to apply in the same way (s 4(2)).\n\n- Preserves a set of exceptions: specified provisions of the Code do not apply to AMP (s 5; Schedule 1).  The Act also preserves that AMP is not to be regarded as a company for other State company laws (s 6).\n\n- Makes AMP’s by-laws (lodged with the Corporate Affairs Commission under the Act) operate as its memorandum and articles of association for the purposes of the Code (s 10(1)–(2)).  Those by-laws must be divided into material appropriate to a memorandum and material appropriate to articles (s 2(4)).  By-laws may be altered only in the ways the Code permits for memorandum/articles (s 10(3)).\n\n- Sets membership, liability and governance rules:\n  - Membership is governed by the by-laws (s 11).\n  - Members are not liable to contribute to AMP’s assets on winding up (creditors are to rely on AMP’s property), except that Code section 360 applies to present and past members who hold or have held shares (s 12).\n  - Certain Code provisions about conversion and directors apply to AMP as if it were a company limited by guarantee (s 7).\n  - A member’s holding of life insurance or other policies with differing terms does not by itself place that member in a special-rights class of members for the Code’s section dealing with class rights (s 8).\n\n- Limits some administrative burdens and coordinates reporting: the only documents required alongside AMP’s annual return under the Code regulations are those that the Commonwealth Life Insurance Act 1945 requires (s 9).\n\n- Provides transition and continuity rules (Schedule 2): existing membership continues subject to the new by-laws (cl 4); existing directors, officers and auditors are taken to have been appointed in accordance with the Code and continue subject to the Code and by-laws (cls 5–6); prior meetings and adjourned meetings are treated as valid for Code purposes (cl 7); and existing by-laws cease and are replaced by the lodgements made under s 2 (cl 3, cl 8).\n\nWho this affects\n\n- AMP itself: the Act changes what statutory corporate governance and company law provisions apply to AMP by importing most of the NSW Code into its legal regime (s 4).\n- AMP’s members: membership rules are set by the by-laws and members’ financial liability on winding up is generally limited to AMP’s assets (s 11, s 12).\n- AMP’s officers, directors and auditors: they become subject to the Code’s duties and procedural rules to the extent those Code provisions are applied (s 4, s 7; Schedule 2 cls 5–6).\n- Regulators and administrative actors: the Minister must approve proposed by-laws before a proclamation bringing the Act into force (s 2(3)(a)); the Corporate Affairs Commission must accept lodged by-laws and issue a certificate (s 2(3)(b); s 2(5)); the Governor may make regulations, including regulations that exclude specified Code provisions (s 13).\n\nWhy it matters (mechanisms, incentives, costs and decision points)\n\n- Mechanism: importing the Code imposes company-governance rules and formal corporate procedures on AMP by reference (s 4).  That changes the legal framework governing officers’ duties, meetings, alteration of governing rules and certain conversion processes (s 7; s 10(3)).\n\n- Incentive and compliance effects: AMP and its officers must comply with Code requirements and with by-laws that are treated as AMP’s memorandum and articles (s 10).  Compliance may require administrative work (lodging by-laws, making notices, keeping registers and complying with Code procedure) and will constrain how AMP can change its internal rules (s 2(3); s 10(3); Schedule 2 cl 8).\n\n- Allocation of financial risk: members do not generally contribute to creditors’ claims on winding up — the liability is to be met from AMP’s property — except for persons who hold or held shares, to whom Code s 360 applies (s 12).  This determines who ultimately bears insolvency risk.\n\n- Decision-makers and discretion: the Governor may make regulations (s 13), and those regulations may specify that particular Code provisions do not apply (s 13(2)).  The Subordinate Legislation Act 1989 is expressly excluded from applying to those regulations (s 13(3)), which affects the ordinary procedural controls that apply to delegated legislation.\n\n- Transition and operational risk: the Act requires AMP to lodge approved by-laws and obtain a certificate from the Corporate Affairs Commission before proclamation can bring the main operative provisions into force (s 2(3)–(5)).  That creates a concrete administrative gate that must be cleared before the Code’s application to AMP becomes effective.\n\nTrade-offs and concrete implementation considerations\n\n- The Act standardises AMP’s governance by reference to the Code (s 4), which can increase clarity and consistency with company-law processes but also imports compliance costs and limits some internal flexibility (s 10(3)).\n- The Governor’s power to exclude Code provisions by regulation (s 13(2)), together with the exclusion of the Subordinate Legislation Act (s 13(3)), gives substantial executive discretion over how far the Code applies in practice; that discretion changes which rules will be mandatory versus optional for AMP.\n- The conversion of AMP’s by-laws into the memorandum and articles for Code purposes (s 10) means that private ordering through by-laws becomes the primary instrument for defining membership, voting and internal governance, but changes to those instruments must follow Code procedures (s 10(3)).\n\nKey provisions cited: ss 2–3, 4–5, 6–7, 8–12, 13; Schedule 1; Schedule 2 (cls 2–8)."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":true,"description":"The original 1988 Act was designed to modernise AMP's governance while keeping it as a mutual society. However, amendments made in 1997 (and referenced throughout) fundamentally transformed the legislation's purpose to facilitate AMP's demutualisation—converting it from member-owned to shareholder-owned. The Act now serves as a transitional framework that preserves AMP's corporate continuity while enabling its reconstruction as a conventional company. The original 'mutual' character has been largely superseded by provisions enabling share capital and shareholder structures."},"complexity_factors":["Extensive cross-referencing to the repealed Companies (New South Wales) Code and its regulations, requiring knowledge of historical corporate law","Nested conditional logic in section 2 regarding commencement triggers (proclamation, ministerial approval, Corporate Affairs Commission certification)","Dual-status provisions: AMP is treated 'as if' it were a company for some purposes but explicitly declared 'not a company' for others (section 6)","Multiple amendments incorporating the 1997 demutualisation legislation, creating layered temporal references","Schedule 1 lists specific Code sections that don't apply, requiring cross-checking against external legislation","Transitional provisions in Schedule 2 that validate pre-existing appointments and meetings under old rules while subjecting them to new rules"],"plain_english_summary":"This legislation converted Australia's largest life insurer, the Australian Mutual Provident Society (AMP), from an old-style mutual society into a modern corporate structure governed by company law—while keeping it technically 'not a company' for certain purposes.\n\n**What it does:**\n- **Applies company law to AMP**: The Companies (New South Wales) Code (the predecessor to modern corporations law) applies to AMP as if it were a registered company, even though it technically remains a body corporate created by its own special Act of Parliament.\n- **Creates a hybrid structure**: AMP gets the benefits of corporate governance (directors, annual meetings, auditors, member rights) without formally becoming a company under general company law.\n- **Protects members**: Members of AMP (mostly life insurance policyholders) are shielded from personal liability if AMP collapses—their liability is limited to what they've already paid or agreed to pay.\n- **Sets up by-laws as constitutional documents**: AMP's internal rules are divided into two parts that function like a company's 'memorandum of association' (core purpose and powers) and 'articles of association' (internal governance rules).\n\n**Who it affects:**\n- **AMP itself**: The organisation gets corporate-style governance while retaining its historical legal identity.\n- **Policyholders/members**: People who hold AMP life insurance policies or other products become members with rights and protections similar to company shareholders.\n- **Directors and officers**: They become subject to company law duties and liabilities.\n\n**Why it matters:**\nThis was a major structural reform that allowed AMP to operate like a modern financial institution while preserving its mutual heritage. It paved the way for AMP's later demutualisation (conversion to a shareholder-owned company) in 1997—hence the amendments referencing the 1997 Demutualisation Act. The Act solved a practical problem: how to apply standard corporate governance rules to a unique institution that predated modern company law."}},"importantCases":[],"_links":{"self":"/api/acts/australian-mutual-provident-society-act-1988","history":"/api/acts/australian-mutual-provident-society-act-1988/history","analysis":"/api/acts/australian-mutual-provident-society-act-1988/analysis","conflicts":"/api/acts/australian-mutual-provident-society-act-1988/conflicts","importantCases":"/api/acts/australian-mutual-provident-society-act-1988/important-cases","documents":"/api/acts/australian-mutual-provident-society-act-1988/documents"}}