{"id":"nsw:act-1998-153","name":"Benevolent Society (Reconstitution) Act 1998","slug":"benevolent-society-reconstitution-act-1998","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"153 of 1998","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105309,"registerId":"nsw-act-1998-153-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Benevolent Society (Reconstitution) Act 1998](/view/html/inforce/current/act-1998-153).","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Act commences on a day or days to be appointed by proclamation.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> In this Act:\n> \n> assets means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money), and includes securities, choses in action, and documents.\n> \n> by-laws includes rules or regulations.\n> \n> Company means the Benevolent Society of New South Wales, a company limited by guarantee (ACN 084 695 045), and, if the name of the company is duly changed, includes the company under its then current name.\n> \n> former body means the Benevolent Society of New South Wales constituted as a body corporate by the Benevolent Society of New South Wales Act 1902.\n> \n> liabilities means any liabilities, debts or obligations (whether present or future and whether vested or contingent).\n> \n> rights means any rights, powers, privileges or immunities (whether present or future and whether vested or contingent).","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Dissolution of former body","content":"#### 4 Dissolution of former body\n\n4 Dissolution of former body\n\n> > (1) The former body is dissolved:\n> > \n> > > (a) on the commencement of this section, or\n> > \n> > > (b) immediately after the conclusion of a general meeting of members of the former body at which final accounts of the former body are approved and the former body is declared to be dissolved,\n> > \n> > whichever is the later.\n> \n> > (2) On dissolution of the former body:\n> > \n> > > (a) the Company is taken to be a continuation of, and the same legal entity as, the former body, and\n> > \n> > > (b) a reference in any Act, in any instrument made under any Act, or in any document of any kind, to the former body is taken to include a reference to the Company, and\n> > \n> > > (c) the board of directors of the former body is dissolved, and the directors and office holders of the former body cease to hold their respective offices as such.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Transfer of assets, rights and liabilities","content":"#### 5 Transfer of assets, rights and liabilities\n\n5 Transfer of assets, rights and liabilities\n\n> > (1) The assets, rights and liabilities of the former body are transferred to the Company by force of this section.\n> \n> > (2) Without limiting subsection (1), the staff of the former body are transferred to the Company by force of this section.\n> \n> > (3) It is not lawful for the Company to alienate, mortgage, charge or demise any land acquired by the former body by grant from the Crown, except:\n> > \n> > > (a) with the approval of the Governor, or\n> > \n> > > (b) by way of a complying lease.\n> \n> > (4) For the purposes of this section, a complying lease is a lease for any term not exceeding 21 years from the time of granting any such lease, and in and by which there is reserved and made payable during the whole of the term of the lease the best yearly rent that can reasonably be obtained without any fine or premium.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Stamp duty","content":"#### 6 Stamp duty\n\n6 Stamp duty\n\n> > (1) Without affecting the generality of section 275 of the [Duties Act 1997](/view/html/inforce/current/act-1997-123), duty under that Act is not chargeable on a transfer by or pursuant to this Act, or anything certified by the Minister as having been done in consequence of a transfer by or pursuant to this Act (for example, the transfer or conveyance of an interest in land).\n> \n> > (2) The Minister may, by notice in writing, confirm a transfer of particular assets, rights or liabilities by operation of this Act.\n> \n> > (3) Such a notice is conclusive evidence of that transfer.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Repeals","content":"#### 7 Repeals\n\n7 Repeals\n\n> > (1) The Benevolent Society of New South Wales Act 1902 (1902 No 97) is repealed.\n> \n> > (2) All by-laws made under the Benevolent Society of New South Wales Act 1902 are repealed.\n> \n> > (3) A copy of any by-laws of the former body, purporting to be certified by an officer of the Company as being correct, is to be received in any court or tribunal as conclusive of them.","sortOrder":6}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"The Act replaces the statutory corporate form created by the 1902 Act with a company limited by guarantee and transfers all legal interests, liabilities and staff to that company. It narrows disposal options for Crown‑granted land, removes stamp duty on the statutory transfers, and repeals the 1902 Act and its by‑laws, thereby altering legal status, governance and administrative processes for the organisation."},"complexity_factors":["Legal succession: automatic continuation of the former body as the Company (s4(2)(a))","Automatic transfer of all assets, rights, liabilities and staff by operation of the Act (s5(1)–(2))","Restriction on alienation of Crown‑granted land requiring Governor approval or a defined complying lease (s5(3)–(4))","Stamp duty exemption for transfers effected by the Act and ministerial certification of transfers as conclusive (s6(1)–(3))","Repeal of the earlier statutory instrument and by‑laws, with certified copies of by‑laws receivable as conclusive in court (s7(1)–(3))","Commencement by proclamation creates timing discretion (s2)"],"plain_english_summary":"This Act dissolves the old Benevolent Society (the statutory body) and makes the newly registered Company its legal continuation, transferring all assets, rights, liabilities and staff to the Company. It restricts disposal of Crown‑granted land (Governor approval or limited lease), exempts transfers under the Act from stamp duty, gives the Minister power to certify transfers (conclusive evidence), and repeals the 1902 Act and its by‑laws. The main parties affected are the Company, creditors, staff and government decision‑makers."},"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"},"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: the corporate reconstitution of the Benevolent Society from a statutory body to a company limited by guarantee. The scope has not expanded beyond this singular restructuring task."},"complexity_factors":["Only 7 operative sections","6 defined terms in a single definitions section","Straightforward sequential structure (dissolution → transfer → tax exemption → repeal)","Minimal cross-referencing (only references to the *Duties Act 1997* and the repealed 1902 Act)","Single conditional limitation (subsection 5(3)) regarding Crown land disposal","No nested exceptions or complex temporal triggers"],"plain_english_summary":"**What this legislation does:**\n\nThis Act is a corporate restructuring tool. It dissolves an old statutory corporation called \"The Benevolent Society of New South Wales\" (which had existed since 1902 under its own special Act of Parliament) and transfers everything it owned, owed, and employed to a new modern company with the same name.\n\n**Who it affects:**\n\n* **The Benevolent Society itself** – Australia's oldest charity, founded in 1813. It moves from being a creature of statute (a body created by a specific law) to being a standard company limited by guarantee (a modern not-for-profit structure).\n* **Staff** – automatically transferred to the new company with no break in employment.\n* **Creditors and people who owe money to the Society** – their legal relationships continue uninterrupted, just with the new company instead of the old body.\n* **Landholders** – special restrictions apply to land originally granted by the Crown (government): the new company cannot sell or mortgage this land without Governor's approval, though it can lease it for up to 21 years.\n\n**Why it matters:**\n\nThis is a \"tidying up\" reform that brings a historic charity into the modern regulatory world. Instead of being governed by a one-off 1902 Act, the Benevolent Society now operates under standard company law (the *Corporations Act 2001*), making it more transparent and accountable. The Act ensures continuity: contracts stay valid, staff keep their jobs, and property transfers happen automatically without stamp duty (tax). It protects Crown-granted land from being sold off while allowing practical leasing arrangements."},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"Based on available metadata, the Act has remained unchanged since its commencement on 14 December 1998. There is no evidence of scope expansion or contraction. The legislation appears to have served its specific, one-time purpose of reconstituting the Benevolent Society and has not required modification."},"complexity_factors":["Limited legislative text was provided — only metadata and navigation elements were accessible, preventing full analysis","Reconstitution legislation typically involves technical legal mechanisms for transferring rights, assets, and liabilities between entities, which adds moderate complexity","Interaction with corporate/charity law and existing contracts could add layers of complexity","However, such Acts tend to be narrow and purpose-specific (one organisation, one transition), keeping overall complexity relatively low","The Act has never been amended, suggesting it was self-contained and complete as originally enacted"],"plain_english_summary":"The Benevolent Society (Reconstitution) Act 1998 (NSW) legally reconstitutes the Benevolent Society so it can change its corporate form while preserving continuity of operations. It affects the Society, its staff, members, beneficiaries, and third parties with contracts, assets or liabilities tied to it.\n\nThis summary is based on the typical effects of reconstitution acts; the Act’s text was not provided and should be checked for precise detail."}},"importantCases":[],"_links":{"self":"/api/acts/benevolent-society-reconstitution-act-1998","history":"/api/acts/benevolent-society-reconstitution-act-1998/history","analysis":"/api/acts/benevolent-society-reconstitution-act-1998/analysis","conflicts":"/api/acts/benevolent-society-reconstitution-act-1998/conflicts","importantCases":"/api/acts/benevolent-society-reconstitution-act-1998/important-cases","documents":"/api/acts/benevolent-society-reconstitution-act-1998/documents"}}