{"id":"C2004A04285","name":"Bank Integration Act 1991","slug":"bank-integration-act-1991","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"210 of 1991","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":7619,"registerId":"commonwealth-C2004A04285-current","compilationNumber":null,"startDate":"2026-03-30","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"## Part 1—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n  This Act may be cited as the Bank Integration Act 1991.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n  This Act commences on the day on which it receives the Royal Assent.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Extension to external Territories","content":"#### 3 Extension to external Territories\n\n  This Act extends to all external Territories.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Crown to be bound","content":"#### 4 Crown to be bound\n\n  This Act binds the Crown in right of the Commonwealth, of each of the States, of the Northern Territory and of the Australian Capital Territory.","sortOrder":4},{"sectionNumber":"5","sectionType":"section","heading":"Interpretation","content":"#### 5 Interpretation\n\n  (1) In this Act, unless the contrary intention appears:\n\n> asset means property, or a right, of any kind, and includes:\n\n    (a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and\n    (b) any chose in action; and\n    (c) any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and\n    (e) a CGT asset within the meaning of the Income Tax Assessment Act 1997.\n\n> authorised person, in relation to a particular provision, a particular receiving bank and the relevant transferring bank, means:\n\n    (a) the Treasurer; or\n    (b) if the Treasurer designates, in writing:\n    (i) the chief executive officer or another senior executive of the receiving bank; or\n    (ii) an SES employee or acting SES employee;\n    as an authorised officer in relation to that provision and those banks—the officer so designated.\n\n> BNZ means Bank of New Zealand.\n\n> BNZ Savings means Bank of New Zealand Savings Bank Limited.\n\n> business, in relation to a bank, includes the assets and liabilities of the bank.\n\n> chief executive officer, in relation to a receiving bank, means the officer having the day to day management of the affairs of the bank and includes an officer acting from time to time in that capacity.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> Commonwealth Savings Bank means the Commonwealth Savings Bank of Australia.\n\n> complementary legislation, in relation to the operation of this Act in respect of a particular receiving bank (other than the Commonwealth Bank or the BNZ) and the relevant transferring bank, means legislation of the kind referred to in subsection 11(1) in relation to those banks.\n\n> incorporating State means:\n\n    (a) in relation to a receiving bank other than the Commonwealth Bank, the Westpac Banking Corporation or BNZ—the State in which the bank was incorporated; and\n    (b) in relation to the Westpac Banking Corporation—New South Wales.\n\n> instrument includes a document and an oral agreement.\n\n> interest, in relation to land, includes:\n\n    (a) a legal or equitable estate or interest in the land; or\n    (b) a right, power or privilege over, or in relation to, the land.\n\n> liability includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective).\n\n> parallel New Zealand legislation, in relation to the operation of this Act in respect of BNZ and BNZ Savings, means a law of New Zealand to vest the undertaking of BNZ Savings in BNZ and to enable the subsequent dissolution of BNZ Savings.\n\n> proceeding to which this Act applies, in relation to a receiving bank, means a legal proceeding (including a proceeding before an administrative tribunal or an arbitration) that relates to business that becomes transferred business in relation to that bank.\n\n> receiving bank means a bank whose name is included in Column 1 of Schedule 1.\n\n> relevant receiving bank, in relation to a transferring bank, means the receiving bank whose name is included in Column 1 of Schedule 1 opposite the name of the transferring bank in Column 2 of that Schedule.\n\n> relevant transferring bank, in relation to a receiving bank, means a transferring bank whose name is included in Column 2 of Schedule 1 opposite the name of the receiving bank in Column 1 of that Schedule.\n\n> security, in relation to payment of a debt or other liability, includes an agreement to give such a security on demand or otherwise.\n\n> succession day, in relation to a receiving bank and a relevant transferring bank, means the day fixed under section 9 as the succession day for those banks.\n\n> tax includes:\n\n    (b) stamp duty; and\n    (c) any other tax, duty, levy or charge; and\n    (d) any fee (however described) that is not a tax.\n\n> transferred asset, in relation to a receiving bank, means an asset that has become, under this Act, an asset of the receiving bank.\n\n> transferred business, in relation to a receiving bank, means the business that has become, under this Act, business of the receiving bank.\n\n> transferred liability, in relation to a receiving bank, means a liability that has become, under this Act, a liability of the receiving bank.\n\n> transferring bank means a bank whose name is included in Column 2 of Schedule 1.\n\n> translated instrument, in relation to a particular transferring bank, means an instrument (including a legislative instrument other than this Act) subsisting immediately before the succession day for that bank and the relevant receiving bank:\n\n    (a) to which the transferring bank is a party; or\n    (b) that was given to, by or in favour of, the transferring bank; or\n    (c) that refers to the transferring bank; or\n    (d) under which money is, or may become, payable, or other property is, or may become, liable to be transferred, to or by the transferring bank.\n  (2) Where reference is made in this Act to anything done for a purpose connected with, or arising out of, the operation or effect of this Act or of any complementary legislation or any parallel New Zealand legislation, that reference is taken to include any transaction entered into, or any instrument or document made, executed, lodged or given, for that purpose.","sortOrder":5},{"sectionNumber":"6","sectionType":"section","heading":"Extra‑territorial operation of Act","content":"#### 6 Extra‑territorial operation of Act\n\n  (1) It is the intention of the Parliament that this Act should apply, as far as possible, in relation to the following:\n    (a) land outside Australia;\n    (b) things outside Australia;\n    (c) acts, transactions and matters done, entered into or occurring outside Australia;\n    (d) land, things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of a foreign country.\n  (2) Subsection (1) applies to BNZ and BNZ Savings only in so far as the extraterritorial operation of the Act is necessary to deal with the business of BNZ Savings that relates to its Australian operations.","sortOrder":6},{"sectionNumber":"Part 2","sectionType":"part","heading":"Steps leading to bank reorganisations","content":"## Part 2—Steps leading to bank reorganisations","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Notice of proposed bank reorganisation","content":"#### 7 Notice of proposed bank reorganisation\n\n  (1) Where, having regard to Commonwealth Government policy concerning integration of banks, a receiving bank (other than BNZ) and the relevant transferring bank agree to seek the statutory vesting of the business of the transferring bank in the receiving bank, the receiving bank may give notice in writing of their agreement:\n    (a) to the Reserve Bank; and\n    (b) to the Treasurer.\n  (2) Where, having regard to Commonwealth Government policy concerning integration of banks, BNZ and BNZ Savings agree to seek the statutory vesting of the business of BNZ Savings that relates to its Australian operations in BNZ, BNZ may give notice in writing of their agreement:\n    (a) to the Reserve Bank; and\n    (b) to the Treasurer.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Reserve Bank certification","content":"#### 8 Reserve Bank certification\n\n  (1) Where the Reserve Bank receives notice of a proposal under paragraph 7(1)(a) from a receiving bank, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of both the receiving bank and of the relevant transferring bank would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.\n  (2) Where the Reserve Bank receives a notice of a proposal under paragraph 7(2)(a) from BNZ, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of BNZ in its Australian operations and of BNZ Savings in its Australian operations would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Treasurer may fix succession day for a particular receiving bank and transferring bank","content":"#### 9 Treasurer may fix succession day for a particular receiving bank and transferring bank\n\n  (1) Subject to sections 10 and 11, where the Treasurer receives notice of a proposal under paragraph 7(1)(b) from a receiving bank, he or she may:\n    (a) if the receiving bank is the Commonwealth Bank—in consultation with the chief executive officer of the bank; and\n    (b) if the receiving bank is another bank—in consultation with the Treasurer (however described) of the incorporating State and the chief executive officer of the bank;\n  by notice published in the Gazette, fix a day on which the business of the relevant transferring bank is to vest in the receiving bank.\n  (2) Subject to section 10, where the Treasurer receives notice of a proposal under paragraph 7(2)(b) from BNZ, he or she may, in consultation with the Minister of Finance of New Zealand and the chief executive officer of BNZ, by notice published in the Gazette, fix a day on which the business of BNZ Savings that relates to its Australian operations is to vest in BNZ.\n  (3) The day fixed in a notice under subsection (1) or (2) is to be called the succession day for the receiving bank and the relevant transferring bank referred to in the notice and must not be a day occurring before the day of publication of the notice.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Interests of depositors of transferring banks to be protected","content":"#### 10 Interests of depositors of transferring banks to be protected\n\n  The Treasurer must not fix a succession day for a receiving bank and a relevant transferring bank unless the Treasurer is satisfied, having regard to the certificate given to the Treasurer by the Reserve Bank under section 8 and to any other relevant matter of which the Treasurer is aware, that the interests of the depositors of the receiving and transferring banks are adequately protected.","sortOrder":11},{"sectionNumber":"11","sectionType":"section","heading":"Complementary legislation to be enacted","content":"#### 11 Complementary legislation to be enacted\n\n  (1) The Treasurer must not fix a succession day for a receiving bank (other than the Commonwealth Bank or BNZ) and the relevant transferring bank unless he or she is satisfied that legislation has been enacted in the State in which both the transferring bank and the receiving bank are established to facilitate the proposed vesting of the business of the transferring bank in the receiving bank.\n  (2) Complementary legislation under subsection (1) must include provision:\n    (a) to ensure that the receiving bank is taken, on the succession day, to be the successor in law to the transferring bank; and\n    (b) without limiting the generality of the concept of successor in law, to ensure that, on the succession day:\n    (i) the assets of the transferring bank vest in, or are otherwise available for the use of, the receiving bank; and\n    (ii) the liabilities of the transferring bank become liabilities of the receiving bank; and\n    (c) to secure exemption from any tax imposed under the law of that State in respect of:\n    (i) the operation or effect of this Act or that complementary legislation; or\n    (ii) anything done for a purpose connected with, or arising out of, that operation or effect; and\n    (d) to provide for the dissolution on the succession day of the company that operated as the transferring bank.\n  (3) In subsection (2):\n\n> tax, in relation to the complementary legislation of a particular State, does not include any fee or tax prescribed by the Corporations Regulations of that State.","sortOrder":12},{"sectionNumber":"Part 3","sectionType":"part","heading":"Bank reorganisations","content":"## Part 3—Bank reorganisations","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Consequence of succession day","content":"#### 12 Consequence of succession day\n\n  (1) On the succession day for a receiving bank (other than BNZ) and the relevant transferring bank, the receiving bank becomes the successor in law of the transferring bank.\n  (2) On the succession day for BNZ and BNZ Savings, the business of BNZ Savings that relates to its Australian operations ceases to be the business of that bank and becomes the business of BNZ.","sortOrder":14},{"sectionNumber":"13","sectionType":"section","heading":"Assets and liabilities","content":"#### 13 Assets and liabilities\n\n  (1) Without limiting, by implication, the operation of subsection 12(1), on the succession day for a receiving bank and the relevant transferring bank:\n    (a) all assets of the transferring bank, wherever located, vest in, or are otherwise available for the use of, the receiving bank; and\n    (b) all liabilities of the transferring bank, wherever located, become liabilities of the receiving bank.\n  (2) Without limiting, by implication, the operation of subsection 12(2), on the succession day for BNZ and BNZ Savings:\n    (a) all assets of BNZ Savings, wherever located, acquired in respect of the business of BNZ Savings that relates to its Australian operations:\n    (i) vest in, or are otherwise available for the use of, BNZ; and\n    (ii) are to be treated as assets acquired in respect of the business of BNZ that relates to its Australian operations; and\n    (b) all liabilities of BNZ Savings, wherever located, incurred in respect of the business of BNZ Savings that relates to its Australian operations:\n    (i) become liabilities of BNZ; and\n    (ii) are to be treated as liabilities incurred in respect of the business of BNZ that relates to its Australian operations.","sortOrder":15},{"sectionNumber":"14","sectionType":"section","heading":"Translated instruments","content":"#### 14 Translated instruments\n\n  (1) Subject to subsection (2), each translated instrument in respect of a particular transferring bank continues to have effect, according to its tenor, on and after the succession day for that bank and the relevant receiving bank, as if a reference in the instrument to the transferring bank were a reference to the receiving bank.\n  (2) In its application to translated instruments in respect of BNZ Savings, subsection (1) applies to those instruments only in so far as they relate to business of the bank relating to its Australian operations.","sortOrder":16},{"sectionNumber":"15","sectionType":"section","heading":"Places of business","content":"#### 15 Places of business\n\n  (1) Subject to subsection (2), on and after the succession day for a receiving bank and the relevant transferring bank, a place that, immediately before that day, was a place of business for the transferring bank is taken to be a place of business for the receiving bank.\n  (2) In its application to BNZ and BNZ Savings, subsection (1) applies only to places of business in Australia or the external Territories.","sortOrder":17},{"sectionNumber":"16","sectionType":"section","heading":"Transferring banks to lose authority to carry on banking business","content":"#### 16 Transferring banks to lose authority to carry on banking business\n\n  On the succession day for a receiving bank (other than the Commonwealth Bank) and the relevant transferring bank, the authority to carry on banking business in Australia that was granted to the transferring bank under section 9 of the Banking Act 1959 is revoked.","sortOrder":18},{"sectionNumber":"17","sectionType":"section","heading":"Legal proceedings and evidence","content":"#### 17 Legal proceedings and evidence\n\n  (1) Subject to subsection (2), where, immediately before the succession day for a receiving bank and the relevant transferring bank, proceedings (including arbitration proceedings) to which the transferring bank was a party were pending or existing in any court or tribunal, the receiving bank is, on that day, substituted for the transferring bank as a party to the proceedings and has the same rights in the proceedings as the transferring bank had.\n  (2) Subsection (1) only applies to proceedings to which BNZ Savings was a party if those proceedings relate to the business of that bank that relates to its Australian operations.\n  (3) Where, before the succession day for a receiving bank and the relevant transferring bank, documentary or other evidence would have been admissible for or against the interests of the transferring bank, that evidence is admissible, on or at any time after that day, for or against the interests of the receiving bank.","sortOrder":19},{"sectionNumber":"18","sectionType":"section","heading":"Permitted business names","content":"#### 18 Permitted business names\n\n  (1) For a period of 6 months beginning on the succession day in relation to a transferring bank whose name is included in Column 1 of Schedule 2, the relevant receiving bank may operate in a State or Territory under any name (in this section called a permitted business name in relation to that receiving bank) that is included in Column 2 of that Schedule opposite the name of that transferring bank.\n  (2) This section does not prevent a receiving bank from:\n    (a) operating in a State or Territory under a name other than a permitted business name; or\n    (b) registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.","sortOrder":20},{"sectionNumber":"19","sectionType":"section","heading":"Employment unaffected","content":"#### 19 Employment unaffected\n\n  (1) This section applies to every person who, immediately before the succession day fixed for a receiving bank and a relevant transferring bank, was performing duty in the transferring bank.\n  (2) The terms and conditions of employment (including any accrued entitlement to employment benefits) of each person to whom this section applies are not affected by the operation or effect of this Act or of any complementary legislation.","sortOrder":21},{"sectionNumber":"20","sectionType":"section","heading":"Receiving banks to do what is necessary to carry out reorganisation","content":"#### 20 Receiving banks to do what is necessary to carry out reorganisation\n\n  Each receiving bank must do whatever is necessary to ensure that this Part is fully effective, particularly in relation to its business outside Australia.","sortOrder":22},{"sectionNumber":"Part 4","sectionType":"part","heading":"Taxation matters","content":"## Part 4—Taxation matters","sortOrder":23},{"sectionNumber":"21","sectionType":"section","heading":"Exemptions from certain taxes and charges","content":"#### 21 Exemptions from certain taxes and charges\n\n  (1) Tax is not payable under a law of the Commonwealth or of a State or Territory in respect of:\n    (a) the operation or effect of this Act or of any complementary legislation in its application to the vesting of the business of a transferring bank in the relevant receiving bank; or\n    (b) anything done for a purpose connected with, or arising out of, that operation or effect.\n  (2) In its application to BNZ Savings and BNZ, subsection (1) only applies to the business of BNZ Savings that relates to its Australian operations.\n  (3) In subsection (1):\n\n> complementary legislation includes parallel New Zealand legislation.\n\n> tax does not include:\n\n    (a) any tax assessed under the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997; or\n    (b) any fee or tax prescribed by the Corporations Regulations of the Australian Capital Territory, of the Northern Territory or of any State other than Western Australia; or\n    (c) any fee prescribed by the Corporations Regulations of Western Australia or any tax imposed by the Corporations (Taxing) Act 1990 of Western Australia.","sortOrder":24},{"sectionNumber":"22","sectionType":"section","heading":"Application of the Income Tax Assessment Acts","content":"#### 22 Application of the Income Tax Assessment Acts\n\n  (1) Where a succession day is fixed for a receiving bank and the relevant transferring bank, this section applies to the business of that transferring bank that becomes, on that day, the transferred business of the receiving bank.\n  (2) It is the intention of the Parliament:\n    (a) that, on and after the succession day for a receiving bank and the relevant transferring bank, the receiving bank should, for all purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, be placed in the same position in relation to the business to which this section applies as the transferring bank would have been apart from the operation or effect of this Act and of any complementary legislation and from anything done for a purpose connected with, or arising out of, that operation or effect; and\n    (b) that the operation or effect of this Act and of any complementary legislation and anything done for a purpose connected with, or arising out of, that operation or effect in relation to the business to which this section applies should, for all purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, be revenue neutral, that is to say that no assessable income, deduction, capital gain or capital loss should be derived, or incurred, or should accrue, by or to the transferring bank or the receiving bank in relation to that business merely because of the operation or effect of this Act and of any complementary legislation or of anything done for a purpose connected with, or arising out of, that operation or effect.\n  (3) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, nothing in this Act affects the continuity of any partnership in which a transferring bank was a partner immediately before the succession day.\n  (4) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997:\n    (a) all assessable income derived or taken to be derived by the transferring bank; and\n    (b) all allowable deductions and capital losses incurred or taken to be incurred by the transferring bank; and\n    (c) all other consequences (including the balances of tax losses that are carried forward) for the transferring bank;\n  are taken to have been derived or incurred by, or to have occurred in relation to, the receiving bank and not the transferring bank.\n  (5) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of Part 3‑6 of the Income Tax Assessment Act 1997 (about the imputation system):\n    (a) if the transferring bank has a franking surplus at the end of the day before the succession day, then, at the beginning of the succession day:\n    (i) a franking debit equal to that franking surplus arises in the transferring bank; and\n    (ii) a franking credit equal to that franking surplus arises in the receiving bank; and\n    (b) if the transferring bank has a franking deficit at the end of the day before the succession day and the succession day is not the first day of the transferring bank’s income year, then, at the beginning of the succession day:\n    (i) a franking credit equal to that franking deficit arises in the transferring bank; and\n    (ii) a franking debit equal to that franking deficit arises in the receiving bank.\n  (6) Subsections (3), (4) and (5) do not limit the generality of subsection (2).\n  (7) If, in any respect, the operation of subsection (2) requires further clarification, regulations may be made modifying or adapting the application of particular provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 for that purpose.\n  (8) For the purposes of subsection (2), where the dissolution of a transferring bank under complementary legislation involves any cancellation or other disposal of the shareholding in that bank, that cancellation or other disposal of a transferring bank is to be regarded as an effect of the complementary legislation.\n  (9) This section applies to BNZ and BNZ Savings only in so far as the business of BNZ Savings relating to its Australian operations vests in BNZ.\n  (10) In this section, complementary legislation includes parallel New Zealand legislation.","sortOrder":25},{"sectionNumber":"Part 5","sectionType":"part","heading":"Miscellaneous","content":"## Part 5—Miscellaneous","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"Certificates evidencing operation of Act etc.","content":"#### 23 Certificates evidencing operation of Act etc.\n\n  (1) An authorised person may, by certificate signed by that person, certify any matter in relation to the operation or effect of this Act, and, in particular may certify that:\n    (a) specified matter or thing relevant to a receiving bank is an aspect of the operation or effect of this Act; or\n    (b) a specified thing was done for a purpose connected with, or arising out of, the operation or effect of this Act in relation to that receiving bank; or\n    (c) a specified asset of a relevant transferring bank has become a transferred asset of that receiving bank; or\n    (d) a specified liability of a relevant transferring bank has become a transferred liability of the receiving bank.\n  (2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except to the extent that the contrary is established.","sortOrder":27},{"sectionNumber":"24","sectionType":"section","heading":"Certificates in relation to land and interests in land","content":"#### 24 Certificates in relation to land and interests in land\n\n  Where:\n    (a) a receiving bank becomes, under this Act, the owner of land, or of an interest in land, that is situated in a State or Territory; and\n    (b) there is lodged with the Registrar of Titles or other appropriate officer of the State or Territory in which the land is situated a certificate that:\n    (i) is signed by an authorised person; and\n    (ii) identifies the land or interest; and\n    (iii) states that the receiving bank has, under this Act, become the owner of that land or interest;\n  the officer with whom the certificate is lodged may:\n    (c) register the matter in the same manner as dealings in land or interests in land of that kind are registered; and\n    (d) deal with, and give effect to, the certificate.","sortOrder":28},{"sectionNumber":"25","sectionType":"section","heading":"Certificates in relation to other assets","content":"#### 25 Certificates in relation to other assets\n\n  (1) Where:\n    (a) an asset (other than an interest in land) becomes, under this Act, an asset of a receiving bank; and\n    (b) there is lodged with the person or authority who has, under a law of the Commonwealth, a State or a Territory, responsibility for keeping a register in respect of assets of that kind a certificate that:\n    (i) is signed by an authorised person; and\n    (ii) identifies the asset; and\n    (iii) states that the asset has, under this Act, become an asset of the receiving bank;\n  that person or authority may:\n    (c) register the matter in the same manner as transactions in relation to assets of that kind are registered; and\n    (d) deal with, and give effect to, the certificate.\n  (2) This section does not affect the operations of the Corporations Act 2001.","sortOrder":29},{"sectionNumber":"26","sectionType":"section","heading":"Documents purporting to be certificates","content":"#### 26 Documents purporting to be certificates\n\n  A document purporting to be a certificate given under this Part is, unless the contrary is established, taken to be such a certificate and to have been properly given.","sortOrder":30},{"sectionNumber":"27","sectionType":"section","heading":"Compensation for acquisition of property","content":"#### 27 Compensation for acquisition of property\n\n  (1) Where, apart from this section, the operation or effect of this Act in relation to a particular receiving bank would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by the receiving bank such reasonable amount of compensation as is agreed on between the person and the receiving bank or, failing agreement, as is determined by a court of competent jurisdiction.\n  (2) Any damages or compensation recovered or other remedy given in a proceeding that is commenced otherwise than under this section is to be taken into account in assessing compensation payable in a proceeding that is commenced under this section and that arises out of the same event or transaction.\n  (3) In this section:\n\n> acquisition of property and just terms have the same respective meanings as in paragraph 51(xxxi) of the Constitution.","sortOrder":31},{"sectionNumber":"28","sectionType":"section","heading":"Act to have effect despite other laws","content":"#### 28 Act to have effect despite other laws\n\n  (1) This Act has effect in spite of anything in any contract, deed, undertaking, agreement or other instrument.\n  (2) Nothing done by or under this Act:\n    (a) places a receiving bank, the relevant transferring bank or another person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong; or\n    (b) places a receiving bank, the relevant transferring bank or another person in breach of:\n    (i) any law of the Commonwealth or of a State or Territory; or\n    (ii) any contractual provision prohibiting, restricting or regulating the assignment or transfer of any asset or liability or the disclosure of any information; or\n    (c) releases any surety, wholly or partly, from all or any of the surety’s obligations.\n  (3) Without limiting subsection (1), where, apart from this section, the advice or consent of a person would be necessary in a particular respect, the advice is taken to have been obtained or the consent is taken to have been given, as the case requires.","sortOrder":32},{"sectionNumber":"29","sectionType":"section","heading":"Regulations","content":"#### 29 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:\n    (a) required or permitted by this Act to be prescribed; or\n    (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":33}],"analysis":{"summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The Act remains tightly focused on its original purpose: facilitating the legal merger of specific pairs of banks (listed in schedules) by providing a statutory mechanism for automatic transfer of business, assets, liabilities, and contracts on a designated succession day, with accompanying tax relief. No provisions suggest scope creep beyond this narrow structural banking reorganisation function. The BNZ/BNZ Savings provisions are carefully ring-fenced to Australian operations only, consistent with the Act's domestic regulatory purpose."},"complexity_factors":["Multiple layers of approval required (Reserve Bank certification, Treasurer discretion, State complementary legislation) creating a tiered procedural framework","Dual-track structure treating BNZ/BNZ Savings differently from domestic bank mergers throughout, requiring parallel provisions for Australian-operations-only transfers","Extensive tax provisions spanning both Commonwealth income tax acts and state/territory taxes with multiple carve-outs and exceptions requiring cross-referencing","Franking account (dividend imputation) mechanics on succession day require specialist tax knowledge to understand","Broad and technically defined terms such as 'asset', 'liability', 'instrument', 'translated instrument' and 'complementary legislation' with layered cross-references","Extraterritorial operation provisions dealing with assets and transactions outside Australia and in foreign jurisdictions","Interaction with multiple other legislative regimes (Banking Act 1959, Income Tax Assessment Acts 1936 and 1997, Business Names Registration Act, Corporations Act) requiring knowledge of those frameworks","Constitutional compensation safeguard (s.51(xxxi)) adds a further layer of legal complexity","Conclusive evidence certificates create procedural mechanisms that override ordinary evidentiary rules"],"plain_english_summary":"## Bank Integration Act 1991\n\n### What is this law about?\nThis Act is a **one-time structural law** designed to allow specific Australian banks (and one New Zealand bank with Australian operations) to legally merge — by transferring the entire business of a smaller or subsidiary bank into a larger \"receiving\" bank — in a clean, legally watertight way.\n\nThe banks specifically covered are listed in schedules to the Act. The key mergers contemplated were:\n- **Commonwealth Savings Bank** being absorbed into the **Commonwealth Bank of Australia**\n- **BNZ Savings Bank** (Australian operations) being absorbed into **Bank of New Zealand**\n- Similar mergers for Westpac and other banks with their subsidiary savings banks\n\n### What does it actually do?\n\n**Step 1 – Getting approval:** The banks notify the Reserve Bank and the Treasurer that they want to merge. The Reserve Bank must check that depositors' money will be safe. The Treasurer must also be satisfied depositors are protected before approving anything.\n\n**Step 2 – Setting a \"succession day\":** The Treasurer picks a date (the \"succession day\") when the merger legally takes effect. For non-Commonwealth-Bank mergers, the relevant State government must also pass its own supporting legislation.\n\n**Step 3 – The legal takeover:** On succession day:\n- All assets (property, money, rights, contracts) of the old bank automatically transfer to the new bank — no individual paperwork needed for each item\n- All debts and obligations of the old bank become the new bank's responsibility\n- All existing contracts, leases, and agreements that mentioned the old bank are automatically read as referring to the new bank\n- Ongoing court cases involving the old bank are continued by the new bank\n- Employees keep their jobs on the same terms and conditions\n- The old bank loses its licence to operate and is dissolved\n\n**Step 4 – Tax relief:** The merger itself does not trigger any stamp duty (a tax on property transfers), state taxes, or capital gains tax. The new bank simply \"steps into the shoes\" of the old bank for tax purposes — as if the merger never happened for tax accounting.\n\n**Step 5 – Practical housekeeping:** Certificates can be issued to update land title registers and other asset registers to show the new bank as owner. If anyone's property rights are unjustly affected, they can claim fair compensation.\n\n### Who does this affect?\n- **Bank customers:** Your accounts, loans, and contracts automatically continue with the new bank — you don't need to do anything\n- **Bank employees:** Your employment terms are protected\n- **Businesses and individuals** with contracts or debts involving these banks: everything transfers automatically\n- **Shareholders of transferring banks:** The old bank is dissolved; specific tax rules apply to share cancellations\n- **State governments:** Must pass their own supporting laws for non-Commonwealth-Bank mergers\n\n### Why does it matter?\nWithout a law like this, merging two banks would require individually reassigning thousands (or millions) of contracts, mortgages, accounts, and assets — an impossibly complex and expensive task. This Act makes the entire transfer happen automatically by force of law on a single day, removing all legal obstacles and tax costs that would otherwise apply to such transfers."},"issue_detection":{"absurdities":[{"type":"circular_definition","section":"5(1) - definition of 'tax'","severity":"high","reasoning":"A definition of X that includes 'things that are not X' is logically self-defeating. The drafters appear to have intended to capture fee-like charges within the tax exemption regime, but the mechanism chosen creates a definition that contradicts itself on its face. Any reader must simultaneously accept that a fee 'is' and 'is not' a tax for the purposes of the Act.","confidence":0.95,"description":"The definition of 'tax' explicitly includes 'any fee (however described) that is not a tax' (paragraph (d)). This is a self-referential definitional contradiction: the term being defined ('tax') is given a meaning that expressly encompasses things that are 'not a tax', making the boundary of the defined term logically incoherent."},{"type":"other","section":"5(1) - definition of 'asset', paragraph lettering","severity":"medium","reasoning":"Statutory definitions using alphabetical paragraph labels are expected to be sequential. Jumping from (c) to (e) with no (d) either signals a deliberate deletion that was incompletely cleaned up, or a typographical error. Either way, courts and practitioners cannot be certain whether a class of assets was intentionally excluded or inadvertently omitted, creating interpretive uncertainty.","confidence":0.88,"description":"The definition of 'asset' lists paragraphs (a), (b), (c), and (e) — paragraph (d) is missing entirely. This creates a gap in the legislative text with no explanation, leaving open whether the omission was intentional (suggesting a deleted provision) or a drafting error that may have left out a substantive category of asset."},{"type":"other","section":"9(1)(b)","severity":"low","reasoning":"The drafting intends to refer to the State-level Treasurer, but the unqualified phrase 'the Treasurer (however described)' without specifying 'of the incorporating State' in the actual title creates minor ambiguity. The full phrase does contain 'of the incorporating State' so the absurdity is modest, but the construction is nonetheless awkward and could be read to require the same person (the Commonwealth Treasurer) to consult with themselves where they hold a dual portfolio or in edge-case constitutional scenarios.","confidence":0.55,"description":"Section 9(1)(b) requires the Treasurer to consult with 'the Treasurer (however described) of the incorporating State' before fixing a succession day. The federal Treasurer is therefore required to consult with themselves in any scenario where the incorporating State's equivalent minister happens to hold the title 'Treasurer' — which is the ordinary title in most Australian States. While the parenthetical '(however described)' is intended to capture equivalent State ministers by any title, it also literally requires the Commonwealth Treasurer to consult with any person called 'Treasurer', which could include themselves."},{"type":"self_contradicting","section":"21(1) and 5(1) definition of 'tax' (paragraph (d))","severity":"high","reasoning":"The exemption in s21 and the definitions in s5 interact to produce a regime where the scope of 'tax' exemption is logically indeterminate for fee-type charges. This is a downstream consequence of the circular definition in s5, amplified when that definition is operationalised in the substantive exemption provision.","confidence":0.9,"description":"Section 21(1) exempts 'tax' from being payable. The definition of 'tax' in section 5(1)(d) includes 'any fee (however described) that is not a tax'. The exemption therefore purports to exempt from payment items that are fees, not taxes — yet the exemption is framed as an exemption from 'tax'. This creates an impossible interpretive loop: to know whether a fee is exempt, one must determine whether it falls within the definition of 'tax', but that definition includes fees that are 'not a tax', meaning the exemption simultaneously applies and does not apply to the same instrument."},{"type":"impossible_compliance","section":"11(2)(d)","severity":"medium","reasoning":"Both the Commonwealth Act (s12-13) and the required complementary State legislation (s11(2)(a),(b),(d)) purport to achieve the same legal effects on the same day. If the Commonwealth Act is paramount (s28), the State dissolution provision may be redundant or conflict with the Commonwealth's vesting. If the State dissolution happens first, there may be a moment where the entity whose assets are being vested no longer legally exists. The Act does not resolve this sequencing.","confidence":0.72,"description":"Section 11(2)(d) requires complementary State legislation to provide for the dissolution of the transferring bank on the succession day. However, section 12(1) makes the Commonwealth Act itself the operative instrument of succession on that same day. The requirement that the transferring bank be dissolved on succession day by State legislation, while the Commonwealth Act simultaneously vests all assets and liabilities in the receiving bank on the same day, creates a logical sequencing impossibility: dissolution and vesting must be simultaneous yet each instrument treats itself as the operative cause, leaving uncertain which legal event is causally prior."},{"type":"self_contradicting","section":"23(2)","severity":"medium","reasoning":"'Conclusive evidence' is a term of art in Australian evidence law meaning that the fact is taken as established and cannot be contradicted by other evidence. Appending 'except to the extent that the contrary is established' converts the standard into rebuttable evidence, rendering the word 'conclusive' meaningless. The provision is internally self-defeating.","confidence":0.92,"description":"Section 23(2) makes a certificate issued by an authorised person 'conclusive evidence' of the matters certified, 'except to the extent that the contrary is established.' The qualification that the contrary may be established directly negates the evidentiary conclusiveness just granted. Evidence cannot be simultaneously conclusive and rebuttable — these are mutually exclusive evidentiary standards."},{"type":"self_contradicting","section":"28(2)(a) and 28(2)(b)","severity":"medium","reasoning":"Section 27 acknowledges that property may be acquired and compensation may be payable. Section 28(2)(a) says no civil wrong occurs. An acquisition of property without consent and without civil liability is a logical tension — particularly since the just-terms requirement under the Constitution presupposes a legally cognisable interference with property rights.","confidence":0.75,"description":"Section 28(2) provides that nothing done under the Act places any person in breach of contract, confidence, or civil wrong, or in breach of any law. Combined with section 28(1) (the Act overrides all contracts), the Act creates a regime where a party whose contractual rights are overridden cannot claim any civil wrong has occurred. This effectively extinguishes private law remedies by definitional fiat, which is in tension with section 27's preservation of just-terms compensation — raising the question of whether a taking that by statute cannot constitute a civil wrong can still constitute an 'acquisition of property' under s51(xxxi) of the Constitution."}],"contradictions":[{"severity":"medium","section_a":"5(1) - definition of 'tax', paragraph (d)","section_b":"11(3) - definition of 'tax' in subsection (2)","confidence":0.82,"description":"The general definition of 'tax' in section 5(1) includes 'any fee (however described) that is not a tax' (paragraph (d)). The definition of 'tax' in section 11(3) (for the purposes of complementary legislation) expressly excludes 'any fee or tax prescribed by the Corporations Regulations of that State.' The two definitions are inconsistent: fees that are not taxes are swept into the general definition but may be carved out under s11(3), creating a different scope of tax exemption under Commonwealth versus State complementary legislation with no reconciling mechanism."},{"severity":"medium","section_a":"21(1) - general tax exemption","section_b":"21(3) - definition of 'tax' excluding income tax and certain fees","confidence":0.78,"description":"Section 21(1) exempts 'tax' broadly, but section 21(3) carves out income tax assessed under both Income Tax Assessment Acts and various Corporations Regulations fees. However, the general definition of 'tax' in section 5(1)(d) includes fees 'that are not a tax'. Section 21(3) then excludes certain fees. The layering of definitions creates a situation where some fees are 'tax' for exemption purposes under s5, yet the same or similar fees may be excluded under s21(3), with no clear rule of precedence between the general definition in s5 and the specific definition in s21(3)."},{"severity":"medium","section_a":"11(1) - requirement for complementary State legislation where both banks established in same State","section_b":"11(1) - geographic requirement vs Schedule 1 structure","confidence":0.7,"description":"Section 11(1) requires complementary legislation to have been enacted 'in the State in which both the transferring bank and the receiving bank are established.' This condition requires both banks to be established in the same State. However, the definition of 'incorporating State' in section 5(1) for the Westpac Banking Corporation deems it to be established in New South Wales regardless of actual incorporation. If a transferring bank relevant to Westpac were incorporated in a different State, the requirement that both be established in 'the' (singular) State would be impossible to satisfy, as they cannot both be established in one State if they are each established in different States."},{"severity":"high","section_a":"13(1)(a) - all assets of transferring bank vest in receiving bank","section_b":"13(2)(a) - only Australian-operations assets of BNZ Savings vest in BNZ","confidence":0.8,"description":"For all receiving banks other than BNZ, section 13(1)(a) vests all assets 'wherever located' in the receiving bank absolutely. For BNZ, section 13(2)(a) limits the vesting to assets 'acquired in respect of the business of BNZ Savings that relates to its Australian operations.' Section 6(2) limits the extraterritorial operation of the Act for BNZ/BNZ Savings to Australian operations. However, section 13(1)(a)'s 'wherever located' language for other banks creates an asymmetry: non-BNZ transferring banks lose all assets globally under Commonwealth law, while BNZ Savings retains non-Australian assets. The Act provides no mechanism to deal with BNZ Savings' non-Australian assets, leaving them in a dissolved entity (per s11(2)(d) as applied via complementary legislation) with no receiving vehicle identified."},{"severity":"high","section_a":"23(2) - certificates as conclusive evidence","section_b":"26 - documents purporting to be certificates","confidence":0.85,"description":"Section 23(2) makes a properly issued certificate conclusive evidence (subject to the internal contradiction already identified). Section 26 provides that a document 'purporting to be a certificate' is taken to be a valid certificate 'unless the contrary is established.' This means a forged or unauthorised certificate purporting to be issued under Part 5 is treated as valid and — once accepted as valid under s26 — becomes conclusive evidence under s23(2). The combination allows a fraudulent document to bootstrap itself into conclusive evidentiary status, with only a weak rebuttable presumption (s26) standing as a gatekeeper before the conclusive standard (s23(2)) is triggered."},{"severity":"low","section_a":"16 - revocation of banking authority on succession day","section_b":"19 - employment terms unaffected","confidence":0.6,"description":"Section 16 revokes the transferring bank's authority to carry on banking business on the succession day. Section 19 provides that employment terms and conditions are 'not affected by the operation or effect of this Act.' If the employment contracts of transferring bank employees contained provisions referencing the employer's status as an authorised deposit-taking institution or banking licence holder, the revocation under s16 would alter a fundamental premise of those contracts — arguably affecting employment terms — in direct tension with s19's preservation guarantee."},{"severity":"medium","section_a":"9(3) - succession day must not precede publication date","section_b":"12 and 13 - consequences operative on succession day","confidence":0.73,"description":"Section 9(3) requires that the succession day 'must not be a day occurring before the day of publication of the notice' in the Gazette. While this prevents a succession day being set in the past, it permits the succession day to be the same day as publication. Gazette notices are published at variable times during a business day. Assets and liabilities vest automatically at the start of the succession day (the Act uses 'on the succession day' without specifying a time). If the Gazette notice is published partway through the succession day, there is a logical impossibility: the vesting is legally effective from the start of that day (as the day is the operative trigger), yet the legal authority for that day was only published hours later, creating a retroactive effect within the same calendar day that the provision facially prohibits."}]},"kimi_summary":{"_metrics":{"source":"grok-batch-everything"},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"The legislation has not grown beyond its original intent of providing a statutory succession mechanism to integrate specific listed banks (primarily savings banks into parent entities) while preserving depositor interests, tax neutrality, and employment continuity. Amendments have updated cross-references to later tax and business names statutes but the core vesting, certification, and exemption framework remains aligned with the 1991 purpose."},"complexity_factors":["Over 25 densely cross-referenced defined terms in s 5(1), including 'translated instrument', 'transferred business', and 'complementary legislation'","Multi-layered preconditions in Part 2 (ss 7-11) requiring Reserve Bank certification, Treasurer satisfaction on depositor protection, and enactment of state complementary legislation","Nested tax provisions in Part 4 (especially s 22) that reference and adapt multiple provisions of the Income Tax Assessment Act 1936 and 1997, including franking credits, partnership continuity, and regulation-making power for modifications","Extraterritorial rules in s 6 with specific carve-outs for BNZ operations, plus overrides of other laws in s 28","Evidentiary and registration mechanisms (ss 23-26) that interact with land title registers, Corporations Act 2001, and Business Names Registration Act 2011"],"plain_english_summary":"**This law makes it simpler for specific Australian banks to merge their operations by automatically moving everything from one bank to another on a set date.**\n\nThe Bank Integration Act 1991 lets the government pick a 'succession day' (after checks by the Reserve Bank and others). On that day, the 'receiving bank' legally steps into the shoes of the 'transferring bank'. All assets (property, rights, contracts), liabilities (debts, obligations), court cases, and business locations transfer automatically. Employees keep the same job terms. No extra taxes or stamp duties apply because of the change, and the old bank loses its banking licence.\n\nIt protects depositors (people with savings accounts) by requiring proof their money is safe before the merger happens. Special rules handle overseas assets and contracts. Certificates signed by officials act as strong legal proof that the transfer occurred. If someone's property is taken unfairly, the new bank must pay fair compensation.\n\nIt mainly affects a small list of historic bank pairs (such as certain savings banks combining with larger trading banks). It matters because it avoids years of paperwork, legal fees, and customer disruption that normal company mergers would cause. The law works alongside state laws and tax rules to keep the change 'revenue neutral' (no unexpected tax bills for anyone)."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"The Act's operative scope aligns with the purposes and intentions declared within the statute. The Parliament states explicit intentions about extra‑territorial application where necessary (s 6) and about income‑tax continuity and revenue neutrality for transferred business (s 22). The Act confines its statutory vesting mechanism to the banks and transfers listed or contemplated by the schedules and definitions (s 5(defs), ss 12–13), and it builds in procedural and intergovernmental conditions (Reserve Bank certification, State complementary legislation) that limit and define the scope of transfers (ss 8, 11). No provision in the text changes that stated scope."},"complexity_factors":["Interplay between Commonwealth action and complementary State legislation required before vesting may proceed (s 11)","Reserve Bank certification requirement and Treasurer's satisfaction and consultation steps (ss 8, 9, 10)","Tax exemptions and income‑tax continuity rules intended to achieve \"revenue neutrality\", including delegated regulation‑making power to clarify tax consequences (ss 21, 22(2), 22(7))","Evidentiary regime giving conclusive effect to authorised certificates, shifting evidentiary burden to challenge them (ss 23(1)‑(2), 26)","Cross‑border exceptions and reliance on parallel New Zealand legislation for BNZ/BNZ Savings, creating extra coordination (definitions; ss 6(2), 12(2), 13(2), 14(2), 22(9))","Operational requirements for registration of land and other assets using certificates (ss 24–25)","Compensation rule tied to constitutional just‑terms standard requiring valuation/agreement or court determination (s 27)","Administrative discretion concentrated in executive officers and requiring consultations with State officials and bank CEOs (ss 5(def), 9, 23)"],"plain_english_summary":"What this law does (mechanics):\n\n- The Act provides a mechanism for one bank (the \"receiving bank\") to become the legal successor to another bank (the \"transferring bank\") so that the transferring bank's business, assets and liabilities become the receiving bank's on a day fixed by the Treasurer (the \"succession day\") (ss 9, 12, 13).\n- Before the Treasurer can fix a succession day, the Reserve Bank must certify that depositors' interests would be adequately protected (s 8), and the Treasurer must be satisfied of the same (s 10). For most transfers the Treasurer also requires that a State has enacted \"complementary legislation\" to ensure the receiving bank is treated as successor in law and the transferring company can be dissolved (s 11).\n- On the succession day: assets (wherever located) vest in or become available to the receiving bank; liabilities become liabilities of the receiving bank; contracts and other instruments referring to the transferring bank continue to operate as if they referred to the receiving bank (ss 12–15).\n- The receiving bank must carry out whatever is necessary to give effect to the transfer, including for overseas business (s 20). The transferring bank loses its authority to carry on banking business in Australia (s 16). Employees of the transferring bank keep their existing terms and conditions (s 19).\n- The Act provides tax and stamp‑duty style exemptions so that taxes are not payable in respect of the operation or effect of the Act and related steps (s 21). For income‑tax purposes the receiving bank is to be placed in the same position in relation to the transferred business as the transferring bank would have been, and the transfer is intended to be revenue neutral (s 22). Regulations may be made to clarify the income‑tax consequences (s 22(7)).\n- The Act allows authorised persons to issue certificates about the operation of the Act (for example, that particular assets or liabilities have become transferred assets or transferred liabilities). Those certificates are, except where disproved, conclusive evidence in legal proceedings (ss 23–26).\n- Where the operation of the Act would otherwise acquire property otherwise than on just terms, the receiving bank must pay reasonable compensation agreed with the affected person or, failing agreement, as assessed by a court (s 27).\n- Special and limited provisions apply to transfers involving the Bank of New Zealand and its Savings Bank subsidiary, including limiting extraterritorial application and requiring parallel New Zealand law where relevant (see definitions and ss 6, 8, 12(2), 13(2), 14(2), 22(9)).\n\nWho it affects:\n\n- Receiving banks (those named in Schedule 1) and relevant transferring banks (Schedule 1) — they are the primary actors whose legal status, assets, liabilities and business operations change on the succession day (ss 5(defs), 12–13).\n- Depositors of both banks, whose interests must be certified as protected by the Reserve Bank before a succession day is fixed (s 8) and whose protection the Treasurer must consider (s 10).\n- State and Territory governments, which may need to pass complementary legislation and which are affected by the Act's tax exemptions (s 11, s 21).\n- Persons holding property, contracts, securities, registers or other interests that relate to the transferring bank, who may need to accept translated instruments or rely on certificates lodged with registers (ss 14, 23–25).\n- Employees of the transferring bank, whose terms and conditions of employment continue (s 19).\n\nWhy it matters (stated purpose and practical implications):\n\n- The statute is framed to implement Commonwealth policy concerning \"integration of banks\" and to provide a statutory route for vesting one bank's business in another (s 7). It expressly states parliamentary intentions about extra‑territorial operation where necessary (s 6) and about income‑tax continuity and revenue neutrality (s 22(1)‑(2)).\n\nAnalytical points about costs, incentives, trade‑offs and implementation risks (source‑grounded):\n\n- Who decides: The Treasurer fixes the succession day (subject to required consultative steps) (s 9). The Reserve Bank must certify depositor protection before the Treasurer can be satisfied (s 8). Authorised persons (including the Treasurer or delegates) can issue certificates that are conclusive evidence in proceedings (s 5(def), s 23(1)‑(2)). These provisions concentrate decision‑making and evidentiary power in executive officials (ss 8–9, 23).\n\n- Who pays / budgetary effect: The Act removes certain taxes and charges in respect of the operation or effect of the Act (s 21). That creates foregone tax or fee revenue for the Commonwealth and for States/Territories as specified (s 21(1)‑(3), s 11(2)(c)). Where property would otherwise be acquired otherwise than on just terms, compensation is payable by the receiving bank to affected persons (s 27). The Act therefore shifts explicit payment obligations to receiving banks in compensation cases and shifts revenue effects to government coffers by exempting transfers from taxes in many cases (ss 21, 27).\n\n- Incentives for banks and market structure: Mechanically the receiving bank gains legal title to assets and assumes liabilities and thus acquires the transferring bank's business and market footprint on the succession day (ss 12–13). That creates an incentive for banks to consolidate where they and the government policy see benefit. The Act removes some transactional frictions by translating instruments and permitting short‑term use of legacy business names (ss 14, 18), which lowers friction costs of integration.\n\n- Compliance burden and administrative steps: The process requires a written notice from the receiving bank (s 7), Reserve Bank certification (s 8), Treasurer satisfaction and Gazette notice (s 9), and, for most transfers, complementary State legislation enacted beforehand (s 11). The Act also requires lodging certificates with land registries and other asset registers to effect registration changes (ss 24–25). These steps create multi‑jurisdictional coordination tasks and administrative burdens for banks and governments.\n\n- Legal certainty and evidence rules: The Act preserves continued effect of existing instruments by \"translation\" (s 14) and makes certificates conclusive evidence (s 23(2)). Those features reduce litigation risk about title and contractual continuity but also place weight on executive certificates as the primary route to establishing facts in disputes (ss 14, 23). A person can still establish the contrary, but the statutory default is conclusive certificate evidence (s 23(2)).\n\n- Limits and special cases: The Act narrows some provisions for BNZ/BNZ Savings to only Australian operations and requires parallel New Zealand legislation where necessary (definitions; ss 6(2), 12(2), 13(2), 14(2), 22(9)). That creates a cross‑border coordination requirement in those cases.\n\n- Trade‑offs and implementation risks: The Act trades off speed and legal certainty of transfer (via statutory vesting, translated instruments, and conclusive certificates) against the need for executive discretion and intergovernmental coordination (Reserve Bank/Royal Treasurer certification and State complementary legislation) (ss 8–11, 23). There is a risk that misalignment between Commonwealth action and State legislation, or between Australian and New Zealand law in BNZ cases, could delay or complicate implementation (s 11, s 6(2), s 22(9)).\n\n- Effects on private choice and contract freedom: The Act causes certain assignments, transfers and contract effects to occur by operation of law on the succession day (ss 12–15, 28(1)). It also states that nothing done under the Act makes a party guilty of breach of contract or civil wrong (s 28(2)), and it treats required consents or advices as taken to have been given where the Act would otherwise require them (s 28(3)). Those mechanisms reduce the need for individual contractual consents but override contractual provisions by statute (ss 12–15, 28).\n\nConcrete mechanism summary (who pays, who decides, what changes):\n\n- Who decides: Reserve Bank (certification) and Treasurer (fix succession day) with specified consultations (ss 8–9).\n- Who pays: Receiving bank may pay compensation for acquisitions otherwise than on just terms (s 27); governments forgo certain taxes and fees as specified (s 21).\n- What behaviour changes: transferring bank ceases to carry on the business as of succession day and loses banking authorisation (ss 12, 16); receiving bank acquires the business, must take steps to implement the reorganisation (ss 12–13, 20); employees keep existing terms (s 19).\n\nPrimary legal safeguards and administrative instruments to note: Reserve Bank certification (s 8), State complementary legislation requirement (s 11), tax/exemption and income‑tax continuity rules (ss 21–22), conclusive certificates (ss 23–25), and the compensation mechanism (s 27)."}},"importantCases":[],"_links":{"self":"/api/acts/bank-integration-act-1991","history":"/api/acts/bank-integration-act-1991/history","analysis":"/api/acts/bank-integration-act-1991/analysis","conflicts":"/api/acts/bank-integration-act-1991/conflicts","importantCases":"/api/acts/bank-integration-act-1991/important-cases","documents":"/api/acts/bank-integration-act-1991/documents"}}