{"id":"C2015A00027","name":"Australian River Co. Limited Act 2015","slug":"australian-river-co-limited-act-2015","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"27 of 2015","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":8534,"registerId":"commonwealth-C2015A00027-current","compilationNumber":null,"startDate":"2026-03-30","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n This Act may be cited as the Australian River Co. Limited Act 2015.","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.\n\n```html\n

Commencement information

Column 1

Column 2

Column 3

Provisions

Commencement

Date/Details

1. Sections 1 to 4 and anything in this Act not elsewhere covered by this table

The day this Act receives the Royal Assent.

1 April 2015

2. Schedule 1

A single day to be fixed by Proclamation.

However, if the provisions do not commence within the period of 12 months beginning on the day this Act receives the Royal Assent, the provisions are repealed on the day after the end of that period.

24 April 2015

(F2015L00575)

\n```\n\n> Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.\n\n (2) Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Schedules","content":"#### 3 Schedules\n\n Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Extended geographic application of this Act","content":"#### 4 Extended geographic application of this Act\n\n This Act applies both within and outside Australia.\n\nSchedule 1—The Australian River Co. Limited\n\nPart 1—Preliminary\n\n1 Definitions\n\nIn this Schedule:\n\nARCo means the Australian River Co. Limited (ACN 008 654 206).\n\nasset means:\n\n (a) any legal or equitable estate or interest in real or personal property, whether actual, contingent or prospective; and\n (b) any right, power, privilege or immunity, whether actual, contingent or prospective.\n\nassets official, in relation to an asset other than land, means the person or authority who, under a law of the Commonwealth, a State or a Territory, under a trust instrument or otherwise, has responsibility for keeping a register in relation to assets of the kind concerned.\n\ninstrument:\n\n (a) includes:\n (i) a contract, deed, undertaking or agreement; and\n (ii) a notice, authority, order or instruction; and\n (iii) an instrument made under an Act or instrument; but\n (b) does not include:\n (i) an Act; or\n (ii) instruments made under this Act.\n\nland means any legal or equitable estate or interest in real property, whether actual, contingent or prospective.\n\nland registration official, in relation to land, means the Registrar of Titles or other proper officer of the State or Territory in which the land is situated.\n\nliability means any liability, duty or obligation, whether actual, contingent or prospective.\n\nrules means rules made under item 15.\n\ntransfer time means the commencement of this Schedule.\n\nPart 2—Transfer of assets and liabilities of ARCo\n\n2 Transfer of assets and liabilities of ARCo\n\n(1) This item applies to assets and liabilities of ARCo immediately before the transfer time.\n\n(2) At the transfer time the assets and liabilities cease to be assets and liabilities of ARCo and become assets and liabilities of the Commonwealth without any conveyance, transfer or assignment. The Commonwealth becomes the successor in law in relation to those assets and liabilities.\n\n3 Certificates relating to vesting of land\n\n(1) This item applies if:\n\n (a) any land vests in the Commonwealth under item 2; and\n (b) there is lodged with a land registration official a certificate that:\n (i) is signed by the Minister; and\n (ii) identifies the land, whether by reference to a map or otherwise; and\n (iii) states that the land has become vested in the Commonwealth under this Act.\n\n(2) The land registration official may:\n\n (a) register the matter in a way that is the same as, or similar to, the way in which dealings in land of that kind are registered; and\n (b) deal with, and give effect to, the certificate.\n\n(3) A certificate made under subitem (1) is not a legislative instrument.\n\n4 Certificates for vesting of assets other than land\n\n(1) This item applies if:\n\n (a) an asset other than land becomes an asset of the Commonwealth under item 2; and\n (b) there is lodged with an assets official a certificate that:\n (i) is signed by the Minister; and\n (ii) identifies the asset; and\n (iii) states that the asset has become vested in the Commonwealth under this Act.\n\n(2) The assets official may:\n\n (a) deal with, and give effect to, the certificate as if it were a proper and appropriate instrument for transactions in relation to assets of that kind; and\n (b) make such entries in the register in relation to assets of that kind as are necessary, having regard to the effect of this Part.\n\n(3) A certificate made under subitem (1) is not a legislative instrument.\n\nPart 3—Transfer of other matters relating to ARCo\n\n5 Things done by, or in relation to, ARCo\n\n(1) This item applies to a thing done by, or in relation to, ARCo before the transfer time.\n\n(2) The Minister may determine, in writing, that the thing is taken, at and after the transfer time, to have been done by, or in relation to, the Commonwealth.\n\n(3) A determination made under subitem (2) has effect accordingly.\n\n(4) The Minister may make a determination under subitem (2) before or after the transfer time.\n\n(5) A determination made under subitem (2) is not a legislative instrument.\n\n(6) This item does not limit the operation of item 2.\n\n6 References in instruments to ARCo\n\n(1) This item applies to an instrument that:\n\n (a) is in force immediately before the transfer time; and\n (b) contains a reference to ARCo.\n\n(2) If the instrument relates to:\n\n (a) an asset or liability of ARCo that, as a result of the operation of item 2, becomes an asset or liability of the Commonwealth; or\n (b) a thing done by, or in relation to, ARCo, that, as a result of the operation of item 5, is taken to have been done by, or in relation to, the Commonwealth;\n\nthen the reference to ARCo has effect, at and after the transfer time, as if it were a reference to the Commonwealth.\n\n(3) If subitem (2) does not apply to the instrument, then the Minister may determine, in writing, that the reference to ARCo has effect, at and after the transfer time, as if it were a reference to the Commonwealth.\n\n(4) A determination made under subitem (3) has effect accordingly.\n\n(5) The Minister may make a determination under subitem (3) before or after the transfer time.\n\n(6) A determination made under subitem (3) is not a legislative instrument.\n\n7 Legal proceedings of ARCo\n\n(1) This item applies to any proceedings to which ARCo was a party that were pending in any court or tribunal immediately before the transfer time.\n\n(2) If the proceedings related, in whole or part, to an asset or liability that, as a result of the operation of item 2, becomes an asset or liability of the Commonwealth, then the Commonwealth is taken, at and after the transfer time, to be substituted for ARCo as a party to the proceedings.\n\n(3) If subitem (2) does not apply to the proceedings, then the Minister may determine, in writing, that the Commonwealth is taken, at and after the transfer time, to be substituted for ARCo as a party to the proceedings.\n\n(4) A determination made under subitem (3) has effect accordingly.\n\n(5) The Minister may make a determination under subitem (3) before or after the transfer time.\n\n(6) A determination made under subitem (3) is not a legislative instrument.\n\n8 Transfer of custody of records of ARCo\n\n(1) This item applies to a record or document that, immediately before the transfer time, is in the custody of ARCo.\n\n(2) After the transfer time, the record or document is to be transferred into the custody of the Commonwealth.\n\nNote: The record or document is a Commonwealth record for the purposes of the Archives Act 1983 (see the definition of Commonwealth record in section 3 of that Act).\n\nPart 4—Other matters\n\n9 Additional function of specified Commonwealth entities\n\n(1) The rules may provide that a specified Commonwealth entity (within the meaning of the Public Governance, Performance and Accountability Act 2013) has the function of managing any liabilities that:\n\n (a) as a result of the operation of this Schedule are liabilities of the Commonwealth; and\n (b) the entity has agreed to manage on the Commonwealth’s behalf.\n\n(2) An entity specified in rules made for the purposes of subitem (1) has the function referred to in that subitem.\n\n10 Directors’ obligations—ARCo’s books\n\nSubsection 601AD(5) of the Corporations Act 2001 has effect in relation to ARCo’s books (within the meaning of that Act) at and after the transfer time as if the reference to the directors of the company immediately before deregistration were a reference to the Commonwealth.\n\n11 Exemption from stamp duty and other State or Territory taxes\n\n(1) No stamp duty or other tax is payable under a law of a State or Territory in relation to an exempt matter, or anything connected with an exempt matter.\n\n(2) For the purposes of this item, an exempt matter is:\n\n (a) the vesting of an asset or liability under item 2; or\n (b) the operation of this Schedule (including rules made for the purpose of this Schedule) in any other respect.\n\n(3) The Minister may certify in writing that:\n\n (a) a specified matter is an exempt matter; or\n (b) a specified thing was connected with a specified exempt matter.\n\n(4) In all courts, and for all purposes (other than for the purposes of criminal proceedings), a certificate made under subitem (3) is prima facie evidence of the matters stated in the certificate.\n\n(5) A certificate made under subitem (3) is not a legislative instrument.\n\n12 Certificates taken to be authentic\n\nA document that appears to be a certificate made under item 3, 4 or 11:\n\n (a) is taken to be such a certificate; and\n (b) is taken to have been properly given;\n\nunless the contrary is established.\n\n13 Compensation for acquisition of property\n\n(1) If the operation of this Act would result in an acquisition of property (within the meaning of paragraph 51(xxxi) of the Constitution) from a person otherwise than on just terms (within the meaning of that paragraph), the Commonwealth is liable to pay a reasonable amount of compensation to the person.\n\n(2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court of Australia for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.\n\n14 Delegation by Minister\n\n(1) The Minister may delegate, in writing, all or any of his or her powers and functions under this Act (other than item 15) to:\n\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n(2) In exercising powers or functions under a delegation, the delegate must comply with any directions of the Minister.\n\n15 Rules\n\n(1) The Minister may, by legislative instrument (and subject to subitem (5)), make rules prescribing matters:\n\n (a) required or permitted by this Act to be prescribed by the rules; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n\n(2) The rules may prescribe matters relating to any one or more of the following:\n\n (a) the deregistration of ARCo under the Corporations Act 2001;\n (b) matters that occur after the transfer time that relate to ARCo;\n (c) a report, return or document that any of the following persons is required, by or under a law of the Commonwealth, to prepare or lodge in relation to ARCo after the transfer time:\n (i) ARCo;\n (ii) a director or former director of ARCo;\n (iii) any other officer or member of the staff, or former officer or member of the staff, of ARCo;\n (d) the enactment of this Act.\n\n(3) Subsection 12(2) (retrospective application of legislative instruments) of the Legislation Act 2003 does not apply to rules made for the purposes of paragraph (2)(a) or (b) of this item.\n\n(4) The rules may provide that provisions of this Schedule are taken to be modified as set out in the rules. Those provisions then have effect as if they were so modified.\n\n(5) To avoid doubt, the rules may not do the following:\n\n (a) create an offence or civil penalty;\n (b) provide powers of:\n (i) arrest or detention; or\n (ii) entry, search or seizure;\n (c) impose a tax;\n (d) set an amount to be appropriated from the Consolidated Revenue Fund under an appropriation in this Act;\n (e) amend this Act.\n\n(6) This Act does not limit the rules that may be made under this item.","sortOrder":3}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"The Act appears tightly focused on its stated purpose: transferring all assets, liabilities, records, and legal proceedings of Australian River Co. Limited to the Commonwealth. The scope is narrow and specific — there is no evidence of mission creep or unrelated provisions being added. All provisions logically serve the single goal of effecting and administering this corporate absorption."},"complexity_factors":["Multiple interlocking legal mechanisms (automatic vesting, ministerial determinations, certificate systems) that must be read together","References to and interaction with several other Acts (Corporations Act 2001, Public Governance Performance and Accountability Act 2013, Archives Act 1983, Legislation Act 2003, Constitutional provisions)","Distinction between automatic transfers (item 2) and discretionary ministerial determinations (items 5, 6, 7) requires careful reading","Staged commencement provisions with a 12-month proclamation window and automatic repeal mechanism","Rule-making framework with explicit carve-outs and limitations on ministerial power","Constitutional compensation clause referencing paragraph 51(xxxi) adds a layer of constitutional law context","Broad geographic application (within and outside Australia) with unclear practical implications"],"plain_english_summary":"This Act vests all of Australian River Co. Limited’s property, debts, contracts, legal proceedings and records in the Commonwealth at a set transfer time, so the federal government automatically steps into ARCo’s rights and obligations. It bars stamp duty on the transfer, enables winding‑up and deregistration under the Corporations Act, preserves constitutional compensation remedies in Federal Court, and lets the Minister make limited rules to implement the transfer.\n\nIt chiefly affects ARCo, its counterparties and employees, and State/Territory revenue authorities."},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation appears focused on its original purpose of transferring ARCo's assets and liabilities to the Commonwealth and winding up the company. The rule-making power in item 15 is broad but specifically tied to matters related to the transfer, deregistration, and post-transfer administrative matters. No significant scope creep is evident."},"complexity_factors":["Standard commencement table with conditional commencement (Schedule 1 must commence within 12 months or be repealed)","7 defined terms in Part 1, including broad definitions of 'asset' and 'liability' covering actual, contingent and prospective interests","Cross-reference to Corporations Act 2001 (subsection 601AD(5)) for directors' obligations regarding books","Cross-reference to Public Governance, Performance and Accountability Act 2013 for definition of 'Commonwealth entity'","Cross-reference to Archives Act 1983 regarding custody of records","Constitutional safeguard provision (section 13) referencing paragraph 51(xxxi) for just terms compensation","Nested conditional logic in items 6 and 7 (automatic substitution vs Ministerial determination pathways)","Explicit exclusions from legislative instrument status for Ministerial certificates (items 3, 4, 5, 7, 11)","Rule-making power with specific limitations list (item 15(5)) and modification power (item 15(4))","Retrospective application exclusion for specific rule types (item 15(3))"],"plain_english_summary":"**What this law does:**\n\nThis Act winds up a government-owned company called **Australian River Co. Limited (ARCo)** and transfers all its assets and liabilities to the Commonwealth government.\n\n**Key things it does:**\n\n- **Transfers everything automatically**: At a specific time (the \"transfer time\"), all of ARCo's property, debts, contracts, and legal obligations instantly become the Commonwealth's. No paperwork or signatures are needed for this to happen.\n\n- **Fixes the paperwork afterwards**: The Minister can issue certificates to update land titles and asset registers to show the Commonwealth now owns things. These certificates aren't formal laws (legislative instruments) but are treated as proof of ownership.\n\n- **Sorts out ongoing legal matters**: Any court cases ARCo was involved in automatically transfer to the Commonwealth if they're about the transferred assets or debts. The Minister can also transfer other cases by written decision.\n\n- **Updates contracts and records**: References to ARCo in existing contracts and documents automatically change to the Commonwealth where relevant. The Minister can fix other references manually. ARCo's records become Commonwealth records.\n\n- **Tax break**: No stamp duty or state/territory taxes apply to any of these transfers.\n\n- **Safety net**: If anyone loses property unfairly because of this transfer, the Commonwealth must pay compensation (determined by the Federal Court if there's a dispute).\n\n- **Rule-making power**: The Minister can make rules about winding up the company, handling post-transfer matters, and modifying how this Schedule works.\n\n**Who it affects:**\n\n- ARCo itself (which gets deregistered)\n- The Commonwealth government (which takes on the company's obligations)\n- Anyone who had contracts, legal disputes, or property dealings with ARCo\n- State and territory governments (who lose stamp duty revenue on these transfers)\n\n**Why it matters:**\n\nThis is a corporate cleanup operation. ARCo appears to have been a government business enterprise that is no longer needed. Rather than selling it or liquidating it through normal corporate processes, Parliament is using special legislation to instantly transfer its entire legal existence to the Commonwealth. This ensures continuity of obligations (debts don't disappear, contracts remain enforceable) while allowing the corporate shell to be shut down."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The text contains no indication that the Act's operative scope was altered from its enacted terms. The Schedule as drafted vests ARCo's assets, liabilities and related rights in the Commonwealth and provides mechanisms for certification, substitution in instruments and proceedings, ministerial rule‑making and limited delegations (see Schedule items 2–15). The commencement table notes concern only original enactment timing and does not expand substantive scope (section 2)."},"complexity_factors":["Automatic vesting of all ARCo assets and liabilities in the Commonwealth without conveyance, transfer or assignment (Schedule, item 2) increases legal-technical complexity because property law and contract interests shift by statute rather than transaction.","Ministerial determinations can substitute the Commonwealth for ARCo in deeds, instruments and proceedings and may be made before or after transfer time (items 5, 6, 7), creating wide executive discretion and timing uncertainty for counterparties.","Certificates for vesting (land and other assets) are not legislative instruments and are prima facie evidence (items 3, 4, 11, 12), which simplifies practical registration but raises questions about review and evidentiary effect.","Rules made by the Minister as legislative instruments may modify Schedule provisions, regulate deregistration and post‑transfer reporting, and are exempt from a retrospective‑application constraint in specified cases (item 15), adding delegated‑law complexity and potential retroactive operation.","Cross‑jurisdictional interactions: land registration officials and asset registers in States/Territories must record vestings (items 3–4), and State/Territory taxes are expressly exempted for covered matters (item 11), creating coordination and administrative burdens across jurisdictions.","Statutory interaction with other laws: application to Corporations Act obligations (item 10), archives custody rules (item 8), and the compensation mechanism for acquisitions under section 51(xxxi) of the Constitution (item 13) require cross‑reference analysis by practitioners.","Delegation and internal control: Minister may delegate powers (other than rule‑making) to Departmental SES officers and must direct delegates (item 14), which centralises decision‑making but layers administrative controls and compliance obligations."],"plain_english_summary":"This Act vests all assets, liabilities and related legal rights of Australian River Co. Limited (ARCo) in the Commonwealth at a specified transfer time, makes the Commonwealth the successor in law, and permits the Minister to certify and register those vestings and substitutions. It also exempts the vesting and operation of the Schedule from State/Territory stamp duty, allows rules to manage post‑transfer matters, and makes the Commonwealth liable to pay compensation where the transfer amounts to an acquisition not on just terms."}},"importantCases":[],"_links":{"self":"/api/acts/australian-river-co-limited-act-2015","history":"/api/acts/australian-river-co-limited-act-2015/history","analysis":"/api/acts/australian-river-co-limited-act-2015/analysis","conflicts":"/api/acts/australian-river-co-limited-act-2015/conflicts","importantCases":"/api/acts/australian-river-co-limited-act-2015/important-cases","documents":"/api/acts/australian-river-co-limited-act-2015/documents"}}