{"id":"C1959A00005","name":"Commonwealth Banks Act 1959","slug":"commonwealth-banks-act-1959","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"5 of 1959","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":1542,"registerId":"C2023C00149","compilationNumber":"10","startDate":"2023-06-24","status":"InForce","reasons":[{"affect":"Amend","markdown":"sch 2 (items 1, 2) of the [Treasury Laws Amendment (2023 Measures No. 2) Act 2023](/C2023A00028)","dateChanged":null,"amendedByTitle":null,"affectedByTitle":{"name":"Treasury Laws Amendment (2023 Measures No. 2) Act 2023","year":2023,"number":28,"titleId":"C2023A00028","provisions":"sch 2 (items 1, 2)","seriesType":"Act","optionalSeriesNumber":null}}],"registeredAt":"2023-07-12T15:33:03.283Z"},"sections":[{"sectionNumber":"Part I","sectionType":"part","heading":"Preliminary","content":"## Part I—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n  This Act may be cited as the Commonwealth Banks Act 1959.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n  This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Interpretation","content":"#### 4 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> Australia includes the external Territories.\n\n> bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.\n\n> Board means the Board of Directors of the Commonwealth Bank.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.\n\n> Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.\n\n> Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.\n\n> memorandum means memorandum of association.\n\n> pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.\n\n> Securities Commission means:\n\n    (a) before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or\n    (b) on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Application to Territories","content":"#### 5 Application to Territories\n\n  This Act extends to all the Territories.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"This Act subject to Banking Act","content":"#### 6 This Act subject to Banking Act\n\n  This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.","sortOrder":5},{"sectionNumber":"Part IV","sectionType":"part","heading":"The Commonwealth Bank","content":"An Act relating to the constitution and operations of the Commonwealth banks\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Banks Act 1959.\n\n#### 2 Commencement\n\n  This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.\n\n#### 4 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> Australia includes the external Territories.\n\n> bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.\n\n> Board means the Board of Directors of the Commonwealth Bank.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.\n\n> Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.\n\n> Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.\n\n> memorandum means memorandum of association.\n\n> pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.\n\n> Securities Commission means:\n\n    (a) before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or\n    (b) on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n#### 5 Application to Territories\n\n  This Act extends to all the Territories.\n\n#### 6 This Act subject to Banking Act\n\n  This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.\n\n## Part IV—The Commonwealth Bank\n\n### Division 1—Preliminary steps before conversion of Commonwealth Bank into a public company\n\n#### 27A Share capital of Commonwealth Bank\n\n  (1) As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.\n  (2) The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.\n  (3) The share capital may be divided into classes of shares.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) As from the conversion time, this section has effect subject to the Companies Act 1981.\n\n#### 27B Shares to be paid up and issued\n\n  (1) As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.\n  (2) If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.\n  (3) As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.\n  (4) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.\n  (5) The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.\n\n#### 27C Commonwealth Bank to apply to be registered as company etc.\n\n  (1) The Commonwealth Bank must, before the conversion time:\n    (a) apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and\n    (c) lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and\n    (d) if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.\n  (4) The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).\n  (5) The Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n### Division 2—Conversion of Commonwealth Bank into a public company\n\n#### 27D Commonwealth Bank taken to be registered under Companies Act\n\n  (1) The Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the conversion time; and\n    (c) to have so registered the Commonwealth Bank, at the conversion time:\n    (i) by the name “Commonwealth Bank of Australia”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.\n\n#### 27E Memorandum and articles of Commonwealth Bank\n\n  (1) As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):\n    (a) are respectively the memorandum, and the articles, of the Commonwealth Bank; and\n    (b) bind the Commonwealth Bank and its members accordingly.\n  (2) As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 27F Membership of the Commonwealth Bank\n\n  The Commonwealth:\n    (a) by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and\n    (b) in relation to membership of the Commonwealth Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.\n\n#### 27G Name of the Commonwealth Bank\n\n  Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.\n\n#### 27H Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Commonwealth Bank.\n  (2) The Commonwealth Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Commonwealth Bank; and\n    (b) not to be in a position to control the Commonwealth Bank.\n\n#### 27J Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Commonwealth Bank.\n\n### Division 4—Miscellaneous\n\n#### 28 General functions of Commonwealth Bank\n\n  (1) The Commonwealth Bank shall carry on general banking business.\n  (2) This section is not intended to imply any restriction on the functions or powers that may be conferred on the Commonwealth Bank otherwise than under this section.\n  (3) This section does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.\n\n## Part VII—The Commonwealth Development Bank\n\n#### 74A Preliminary steps to conversion of Development Bank into a company\n\n  Share capital\n  (1) The Development Bank continues to have the share capital that it had immediately before the commencement of this section.\n  (2) The persons who held shares in the Development Bank immediately before the commencement of this section continue to hold those shares immediately after the commencement of this section.\n  (3) A person is not a member of the Development Bank at any time before the commencement of section 74B merely because of holding shares in the Development Bank.\n  Application for registration as a company\n  (4) The Development Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Development Bank to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Development Bank of Australia Limited”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Development Bank.\n  (5) Subject to the regulations, the application mentioned in paragraph (4)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (6) The Development Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (7) The Development Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (4) and (5).\n  (8) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Development Bank of Australia Limited” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (4)(b).\n\n#### 74B Conversion of Development Bank into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 74A(4)(a) and to register the Development Bank as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Development Bank; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Development Bank at the commencement of this section:\n    (i) by the name “Commonwealth Development Bank of Australia Limited”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Development Bank of Australia Limited” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law.\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 74A:\n    (a) are the memorandum and articles of the Development Bank; and\n    (b) bind the Development Bank and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Development Bank’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) Each person who holds shares in the Development Bank at the commencement of this section:\n    (a) by force of this section, becomes a member of the Development Bank at the commencement of this section; and\n    (b) in relation to the person’s membership of the Development Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the person had become a member of the Development Bank under the memorandum and articles of the Development Bank.\n  Section 25B of the Acts Interpretation Act\n  (5) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Development Bank.\n  Miscellaneous\n  (6) Nothing in section 74A prevents:\n    (a) variation of the share capital of the Development Bank; or\n    (b) a change in the name of the Development Bank; or\n    (c) a change in the structure, memorandum, articles or membership of the Development Bank.\n\n#### 74C Development Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Development Bank.\n  (2) The Development Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Development Bank; and\n    (b) not to be in a position to control the Development Bank.\n\n## Part VIII—The Commonwealth Bank Officers Superannuation Corporation\n\n#### 108A Preliminary steps to conversion of Corporation into a company\n\n  Share capital\n  (1) From the commencement of this section, the Corporation is to have a share capital of $2, divided into shares of $1 each.\n  (2) As soon as practicable after the commencement of this section, the Corporation must apply $2 (paid to the Corporation by the Commonwealth Bank) in paying up in full the shares in the Corporation.\n  Issue of shares\n  (3) As soon as practicable after the Corporation complies with subsection (2), the Corporation must issue to the Commonwealth Bank all the shares that were paid up under that subsection.\n  (4) The Commonwealth Bank is not a member of the Corporation at any time before the commencement of section 108B merely because it holds shares in the Corporation.\n  Application for registration as a company\n  (5) The Commonwealth Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Corporation to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Corporation.\n  (6) Subject to the regulations, the application mentioned in paragraph (5)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (7) The Commonwealth Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (8) The Commonwealth Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (5) and (6).\n  (9) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Bank Officers Superannuation Corporation” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (5)(b).\n\n#### 108B Conversion of Corporation into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Corporation at the commencement of this section:\n    (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and\n    (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section).\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A:\n    (a) are the memorandum and articles of the Corporation; and\n    (b) bind the Corporation and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section.\n  (5) In relation to its membership of the Corporation, the Commonwealth Bank:\n    (a) is entitled to the same rights, privileges and benefits; and\n    (b) is subject to the same duties, liabilities and obligations;\n  as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation.\n  Section 25B of the Acts Interpretation Act\n  (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation.\n  Miscellaneous\n  (7) Nothing in section 108A prevents:\n    (a) variation of the share capital of the Corporation; or\n    (b) a change in the name of the Corporation; or\n    (c) a change in the structure, memorandum, articles or membership of the Corporation.\n\n#### 108C Corporation is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Corporation.\n  (2) The Corporation is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Corporation; and\n    (b) not to be in a position to control the Corporation.\n\n#### 110 Superannuation fund\n\n  (1) The Corporation’s superannuation fund that was in existence immediately before the commencement of this section:\n    (a) continues in existence; and\n    (b) is to be governed by the Trust Deed.\n  (2) All the rights and liabilities of members and beneficiaries of the fund that existed immediately before the commencement of this section continue after the commencement of this section, subject to the Trust Deed.\n  (3) In this section:\n\n> Trust Deed means the trust deed made before the commencement of this section between the Corporation and the Commonwealth Bank, and includes any amendments to that deed.\n\n## Part IX—Miscellaneous\n\n#### 117 Guarantee by the Commonwealth\n\n  (1) The Commonwealth guarantees the due payment of the following amounts:\n    (a) any amount that is payable by the Commonwealth Bank before the cut‑off time in respect of a demand deposit made with the bank;\n    (b) any amount that is payable by the Commonwealth Bank at any time in respect of a term deposit made with the bank before the cut‑off time;\n    (c) any amount that:\n    (i) is not in respect of a demand deposit or term deposit; and\n    (ii) is payable by the Commonwealth Bank under a contract that was entered into, or any other instrument that was executed, issued, endorsed or accepted, before the commencement of this section by the Commonwealth Bank or the Corporation.\n  (2) The Commonwealth guarantees the due payment by the Development Bank of any amount that is payable by the Development Bank to a person other than the Commonwealth.\n  (3) The Commonwealth guarantees the due payment of any amount that is payable to or from the superannuation fund, by the Corporation or by the Commonwealth Bank, in respect of a person who was a member, retired member or beneficiary of the fund immediately before the commencement of this section.\n  (3A) If:\n    (a) immediately before the day (the commencement day) that Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 2) Act 2023 commences a person holds an interest in the superannuation fund; and\n    (b) immediately before the commencement day the Commonwealth guarantees under subsection (3) the due payment of any amount in respect of the person; and\n    (c) on or after the commencement day:\n    (i) the interest is transferred from the superannuation fund to a successor fund (within the meaning of the Income Tax Assessment Act 1997); and\n    (ii) the successor fund is a regulated superannuation fund;\n  then, so long as the person continues to hold an interest in the successor fund, the Commonwealth guarantees the due payment of any amount that is payable to or from the successor fund, by the trustee of the successor fund or by the Commonwealth Bank, in respect of the person.\n  (3B) Disregard subsection (3) when determining whether a regulated superannuation fund confers on a person equivalent rights in respect of an interest to the rights they had under another regulated superannuation fund in respect of the interest for the purposes of any law of the Commonwealth dealing with successor funds.\n  (4) In this section:\n\n> cut‑off time means the end of the day that is the third anniversary of the date of commencement of this section.\n\n> demand deposit means any deposit that is not a term deposit.\n\n> regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.\n\n> superannuation fund means the superannuation fund referred to in section 110.\n\n> term deposit means a deposit made with a bank that matures on a particular date, whether or not the bank can be required to repay the deposit before that maturity date.\n\n#### 129 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular:\n    (e) prescribing penalties not exceeding $100 for offences against the regulations.","sortOrder":6},{"sectionNumber":"Division 1","sectionType":"division","heading":"Preliminary steps before conversion of Commonwealth Bank into a public company","content":"An Act relating to the constitution and operations of the Commonwealth banks\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Banks Act 1959.\n\n#### 2 Commencement\n\n  This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.\n\n#### 4 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> Australia includes the external Territories.\n\n> bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.\n\n> Board means the Board of Directors of the Commonwealth Bank.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.\n\n> Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.\n\n> Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.\n\n> memorandum means memorandum of association.\n\n> pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.\n\n> Securities Commission means:\n\n    (a) before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or\n    (b) on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n#### 5 Application to Territories\n\n  This Act extends to all the Territories.\n\n#### 6 This Act subject to Banking Act\n\n  This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.\n\n## Part IV—The Commonwealth Bank\n\n### Division 1—Preliminary steps before conversion of Commonwealth Bank into a public company\n\n#### 27A Share capital of Commonwealth Bank\n\n  (1) As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.\n  (2) The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.\n  (3) The share capital may be divided into classes of shares.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) As from the conversion time, this section has effect subject to the Companies Act 1981.\n\n#### 27B Shares to be paid up and issued\n\n  (1) As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.\n  (2) If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.\n  (3) As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.\n  (4) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.\n  (5) The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.\n\n#### 27C Commonwealth Bank to apply to be registered as company etc.\n\n  (1) The Commonwealth Bank must, before the conversion time:\n    (a) apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and\n    (c) lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and\n    (d) if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.\n  (4) The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).\n  (5) The Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n### Division 2—Conversion of Commonwealth Bank into a public company\n\n#### 27D Commonwealth Bank taken to be registered under Companies Act\n\n  (1) The Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the conversion time; and\n    (c) to have so registered the Commonwealth Bank, at the conversion time:\n    (i) by the name “Commonwealth Bank of Australia”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.\n\n#### 27E Memorandum and articles of Commonwealth Bank\n\n  (1) As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):\n    (a) are respectively the memorandum, and the articles, of the Commonwealth Bank; and\n    (b) bind the Commonwealth Bank and its members accordingly.\n  (2) As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 27F Membership of the Commonwealth Bank\n\n  The Commonwealth:\n    (a) by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and\n    (b) in relation to membership of the Commonwealth Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.\n\n#### 27G Name of the Commonwealth Bank\n\n  Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.\n\n#### 27H Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Commonwealth Bank.\n  (2) The Commonwealth Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Commonwealth Bank; and\n    (b) not to be in a position to control the Commonwealth Bank.\n\n#### 27J Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Commonwealth Bank.\n\n### Division 4—Miscellaneous\n\n#### 28 General functions of Commonwealth Bank\n\n  (1) The Commonwealth Bank shall carry on general banking business.\n  (2) This section is not intended to imply any restriction on the functions or powers that may be conferred on the Commonwealth Bank otherwise than under this section.\n  (3) This section does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.\n\n## Part VII—The Commonwealth Development Bank\n\n#### 74A Preliminary steps to conversion of Development Bank into a company\n\n  Share capital\n  (1) The Development Bank continues to have the share capital that it had immediately before the commencement of this section.\n  (2) The persons who held shares in the Development Bank immediately before the commencement of this section continue to hold those shares immediately after the commencement of this section.\n  (3) A person is not a member of the Development Bank at any time before the commencement of section 74B merely because of holding shares in the Development Bank.\n  Application for registration as a company\n  (4) The Development Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Development Bank to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Development Bank of Australia Limited”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Development Bank.\n  (5) Subject to the regulations, the application mentioned in paragraph (4)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (6) The Development Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (7) The Development Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (4) and (5).\n  (8) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Development Bank of Australia Limited” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (4)(b).\n\n#### 74B Conversion of Development Bank into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 74A(4)(a) and to register the Development Bank as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Development Bank; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Development Bank at the commencement of this section:\n    (i) by the name “Commonwealth Development Bank of Australia Limited”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Development Bank of Australia Limited” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law.\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 74A:\n    (a) are the memorandum and articles of the Development Bank; and\n    (b) bind the Development Bank and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Development Bank’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) Each person who holds shares in the Development Bank at the commencement of this section:\n    (a) by force of this section, becomes a member of the Development Bank at the commencement of this section; and\n    (b) in relation to the person’s membership of the Development Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the person had become a member of the Development Bank under the memorandum and articles of the Development Bank.\n  Section 25B of the Acts Interpretation Act\n  (5) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Development Bank.\n  Miscellaneous\n  (6) Nothing in section 74A prevents:\n    (a) variation of the share capital of the Development Bank; or\n    (b) a change in the name of the Development Bank; or\n    (c) a change in the structure, memorandum, articles or membership of the Development Bank.\n\n#### 74C Development Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Development Bank.\n  (2) The Development Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Development Bank; and\n    (b) not to be in a position to control the Development Bank.\n\n## Part VIII—The Commonwealth Bank Officers Superannuation Corporation\n\n#### 108A Preliminary steps to conversion of Corporation into a company\n\n  Share capital\n  (1) From the commencement of this section, the Corporation is to have a share capital of $2, divided into shares of $1 each.\n  (2) As soon as practicable after the commencement of this section, the Corporation must apply $2 (paid to the Corporation by the Commonwealth Bank) in paying up in full the shares in the Corporation.\n  Issue of shares\n  (3) As soon as practicable after the Corporation complies with subsection (2), the Corporation must issue to the Commonwealth Bank all the shares that were paid up under that subsection.\n  (4) The Commonwealth Bank is not a member of the Corporation at any time before the commencement of section 108B merely because it holds shares in the Corporation.\n  Application for registration as a company\n  (5) The Commonwealth Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Corporation to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Corporation.\n  (6) Subject to the regulations, the application mentioned in paragraph (5)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (7) The Commonwealth Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (8) The Commonwealth Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (5) and (6).\n  (9) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Bank Officers Superannuation Corporation” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (5)(b).\n\n#### 108B Conversion of Corporation into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Corporation at the commencement of this section:\n    (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and\n    (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section).\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A:\n    (a) are the memorandum and articles of the Corporation; and\n    (b) bind the Corporation and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section.\n  (5) In relation to its membership of the Corporation, the Commonwealth Bank:\n    (a) is entitled to the same rights, privileges and benefits; and\n    (b) is subject to the same duties, liabilities and obligations;\n  as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation.\n  Section 25B of the Acts Interpretation Act\n  (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation.\n  Miscellaneous\n  (7) Nothing in section 108A prevents:\n    (a) variation of the share capital of the Corporation; or\n    (b) a change in the name of the Corporation; or\n    (c) a change in the structure, memorandum, articles or membership of the Corporation.\n\n#### 108C Corporation is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Corporation.\n  (2) The Corporation is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Corporation; and\n    (b) not to be in a position to control the Corporation.\n\n#### 110 Superannuation fund\n\n  (1) The Corporation’s superannuation fund that was in existence immediately before the commencement of this section:\n    (a) continues in existence; and\n    (b) is to be governed by the Trust Deed.\n  (2) All the rights and liabilities of members and beneficiaries of the fund that existed immediately before the commencement of this section continue after the commencement of this section, subject to the Trust Deed.\n  (3) In this section:\n\n> Trust Deed means the trust deed made before the commencement of this section between the Corporation and the Commonwealth Bank, and includes any amendments to that deed.\n\n## Part IX—Miscellaneous\n\n#### 117 Guarantee by the Commonwealth\n\n  (1) The Commonwealth guarantees the due payment of the following amounts:\n    (a) any amount that is payable by the Commonwealth Bank before the cut‑off time in respect of a demand deposit made with the bank;\n    (b) any amount that is payable by the Commonwealth Bank at any time in respect of a term deposit made with the bank before the cut‑off time;\n    (c) any amount that:\n    (i) is not in respect of a demand deposit or term deposit; and\n    (ii) is payable by the Commonwealth Bank under a contract that was entered into, or any other instrument that was executed, issued, endorsed or accepted, before the commencement of this section by the Commonwealth Bank or the Corporation.\n  (2) The Commonwealth guarantees the due payment by the Development Bank of any amount that is payable by the Development Bank to a person other than the Commonwealth.\n  (3) The Commonwealth guarantees the due payment of any amount that is payable to or from the superannuation fund, by the Corporation or by the Commonwealth Bank, in respect of a person who was a member, retired member or beneficiary of the fund immediately before the commencement of this section.\n  (3A) If:\n    (a) immediately before the day (the commencement day) that Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 2) Act 2023 commences a person holds an interest in the superannuation fund; and\n    (b) immediately before the commencement day the Commonwealth guarantees under subsection (3) the due payment of any amount in respect of the person; and\n    (c) on or after the commencement day:\n    (i) the interest is transferred from the superannuation fund to a successor fund (within the meaning of the Income Tax Assessment Act 1997); and\n    (ii) the successor fund is a regulated superannuation fund;\n  then, so long as the person continues to hold an interest in the successor fund, the Commonwealth guarantees the due payment of any amount that is payable to or from the successor fund, by the trustee of the successor fund or by the Commonwealth Bank, in respect of the person.\n  (3B) Disregard subsection (3) when determining whether a regulated superannuation fund confers on a person equivalent rights in respect of an interest to the rights they had under another regulated superannuation fund in respect of the interest for the purposes of any law of the Commonwealth dealing with successor funds.\n  (4) In this section:\n\n> cut‑off time means the end of the day that is the third anniversary of the date of commencement of this section.\n\n> demand deposit means any deposit that is not a term deposit.\n\n> regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.\n\n> superannuation fund means the superannuation fund referred to in section 110.\n\n> term deposit means a deposit made with a bank that matures on a particular date, whether or not the bank can be required to repay the deposit before that maturity date.\n\n#### 129 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular:\n    (e) prescribing penalties not exceeding $100 for offences against the regulations.","sortOrder":7},{"sectionNumber":"27A","sectionType":"section","heading":"Share capital of Commonwealth Bank","content":"#### 27A Share capital of Commonwealth Bank\n\n  (1) As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.\n  (2) The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.\n  (3) The share capital may be divided into classes of shares.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) As from the conversion time, this section has effect subject to the Companies Act 1981.","sortOrder":8},{"sectionNumber":"27B","sectionType":"section","heading":"Shares to be paid up and issued","content":"#### 27B Shares to be paid up and issued\n\n  (1) As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.\n  (2) If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.\n  (3) As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.\n  (4) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.\n  (5) The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.","sortOrder":9},{"sectionNumber":"27C","sectionType":"section","heading":"Commonwealth Bank to apply to be registered as company etc.","content":"#### 27C Commonwealth Bank to apply to be registered as company etc.\n\n  (1) The Commonwealth Bank must, before the conversion time:\n    (a) apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and\n    (c) lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and\n    (d) if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.\n  (4) The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).\n  (5) The Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).","sortOrder":10},{"sectionNumber":"Division 2","sectionType":"division","heading":"Conversion of Commonwealth Bank into a public company","content":"An Act relating to the constitution and operations of the Commonwealth banks\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Banks Act 1959.\n\n#### 2 Commencement\n\n  This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.\n\n#### 4 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> Australia includes the external Territories.\n\n> bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.\n\n> Board means the Board of Directors of the Commonwealth Bank.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.\n\n> Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.\n\n> Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.\n\n> memorandum means memorandum of association.\n\n> pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.\n\n> Securities Commission means:\n\n    (a) before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or\n    (b) on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n#### 5 Application to Territories\n\n  This Act extends to all the Territories.\n\n#### 6 This Act subject to Banking Act\n\n  This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.\n\n## Part IV—The Commonwealth Bank\n\n### Division 1—Preliminary steps before conversion of Commonwealth Bank into a public company\n\n#### 27A Share capital of Commonwealth Bank\n\n  (1) As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.\n  (2) The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.\n  (3) The share capital may be divided into classes of shares.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) As from the conversion time, this section has effect subject to the Companies Act 1981.\n\n#### 27B Shares to be paid up and issued\n\n  (1) As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.\n  (2) If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.\n  (3) As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.\n  (4) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.\n  (5) The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.\n\n#### 27C Commonwealth Bank to apply to be registered as company etc.\n\n  (1) The Commonwealth Bank must, before the conversion time:\n    (a) apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and\n    (c) lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and\n    (d) if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.\n  (4) The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).\n  (5) The Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n### Division 2—Conversion of Commonwealth Bank into a public company\n\n#### 27D Commonwealth Bank taken to be registered under Companies Act\n\n  (1) The Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the conversion time; and\n    (c) to have so registered the Commonwealth Bank, at the conversion time:\n    (i) by the name “Commonwealth Bank of Australia”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.\n\n#### 27E Memorandum and articles of Commonwealth Bank\n\n  (1) As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):\n    (a) are respectively the memorandum, and the articles, of the Commonwealth Bank; and\n    (b) bind the Commonwealth Bank and its members accordingly.\n  (2) As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 27F Membership of the Commonwealth Bank\n\n  The Commonwealth:\n    (a) by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and\n    (b) in relation to membership of the Commonwealth Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.\n\n#### 27G Name of the Commonwealth Bank\n\n  Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.\n\n#### 27H Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Commonwealth Bank.\n  (2) The Commonwealth Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Commonwealth Bank; and\n    (b) not to be in a position to control the Commonwealth Bank.\n\n#### 27J Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Commonwealth Bank.\n\n### Division 4—Miscellaneous\n\n#### 28 General functions of Commonwealth Bank\n\n  (1) The Commonwealth Bank shall carry on general banking business.\n  (2) This section is not intended to imply any restriction on the functions or powers that may be conferred on the Commonwealth Bank otherwise than under this section.\n  (3) This section does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.\n\n## Part VII—The Commonwealth Development Bank\n\n#### 74A Preliminary steps to conversion of Development Bank into a company\n\n  Share capital\n  (1) The Development Bank continues to have the share capital that it had immediately before the commencement of this section.\n  (2) The persons who held shares in the Development Bank immediately before the commencement of this section continue to hold those shares immediately after the commencement of this section.\n  (3) A person is not a member of the Development Bank at any time before the commencement of section 74B merely because of holding shares in the Development Bank.\n  Application for registration as a company\n  (4) The Development Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Development Bank to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Development Bank of Australia Limited”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Development Bank.\n  (5) Subject to the regulations, the application mentioned in paragraph (4)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (6) The Development Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (7) The Development Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (4) and (5).\n  (8) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Development Bank of Australia Limited” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (4)(b).\n\n#### 74B Conversion of Development Bank into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 74A(4)(a) and to register the Development Bank as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Development Bank; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Development Bank at the commencement of this section:\n    (i) by the name “Commonwealth Development Bank of Australia Limited”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Development Bank of Australia Limited” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law.\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 74A:\n    (a) are the memorandum and articles of the Development Bank; and\n    (b) bind the Development Bank and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Development Bank’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) Each person who holds shares in the Development Bank at the commencement of this section:\n    (a) by force of this section, becomes a member of the Development Bank at the commencement of this section; and\n    (b) in relation to the person’s membership of the Development Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the person had become a member of the Development Bank under the memorandum and articles of the Development Bank.\n  Section 25B of the Acts Interpretation Act\n  (5) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Development Bank.\n  Miscellaneous\n  (6) Nothing in section 74A prevents:\n    (a) variation of the share capital of the Development Bank; or\n    (b) a change in the name of the Development Bank; or\n    (c) a change in the structure, memorandum, articles or membership of the Development Bank.\n\n#### 74C Development Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Development Bank.\n  (2) The Development Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Development Bank; and\n    (b) not to be in a position to control the Development Bank.\n\n## Part VIII—The Commonwealth Bank Officers Superannuation Corporation\n\n#### 108A Preliminary steps to conversion of Corporation into a company\n\n  Share capital\n  (1) From the commencement of this section, the Corporation is to have a share capital of $2, divided into shares of $1 each.\n  (2) As soon as practicable after the commencement of this section, the Corporation must apply $2 (paid to the Corporation by the Commonwealth Bank) in paying up in full the shares in the Corporation.\n  Issue of shares\n  (3) As soon as practicable after the Corporation complies with subsection (2), the Corporation must issue to the Commonwealth Bank all the shares that were paid up under that subsection.\n  (4) The Commonwealth Bank is not a member of the Corporation at any time before the commencement of section 108B merely because it holds shares in the Corporation.\n  Application for registration as a company\n  (5) The Commonwealth Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Corporation to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Corporation.\n  (6) Subject to the regulations, the application mentioned in paragraph (5)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (7) The Commonwealth Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (8) The Commonwealth Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (5) and (6).\n  (9) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Bank Officers Superannuation Corporation” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (5)(b).\n\n#### 108B Conversion of Corporation into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Corporation at the commencement of this section:\n    (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and\n    (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section).\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A:\n    (a) are the memorandum and articles of the Corporation; and\n    (b) bind the Corporation and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section.\n  (5) In relation to its membership of the Corporation, the Commonwealth Bank:\n    (a) is entitled to the same rights, privileges and benefits; and\n    (b) is subject to the same duties, liabilities and obligations;\n  as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation.\n  Section 25B of the Acts Interpretation Act\n  (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation.\n  Miscellaneous\n  (7) Nothing in section 108A prevents:\n    (a) variation of the share capital of the Corporation; or\n    (b) a change in the name of the Corporation; or\n    (c) a change in the structure, memorandum, articles or membership of the Corporation.\n\n#### 108C Corporation is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Corporation.\n  (2) The Corporation is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Corporation; and\n    (b) not to be in a position to control the Corporation.\n\n#### 110 Superannuation fund\n\n  (1) The Corporation’s superannuation fund that was in existence immediately before the commencement of this section:\n    (a) continues in existence; and\n    (b) is to be governed by the Trust Deed.\n  (2) All the rights and liabilities of members and beneficiaries of the fund that existed immediately before the commencement of this section continue after the commencement of this section, subject to the Trust Deed.\n  (3) In this section:\n\n> Trust Deed means the trust deed made before the commencement of this section between the Corporation and the Commonwealth Bank, and includes any amendments to that deed.\n\n## Part IX—Miscellaneous\n\n#### 117 Guarantee by the Commonwealth\n\n  (1) The Commonwealth guarantees the due payment of the following amounts:\n    (a) any amount that is payable by the Commonwealth Bank before the cut‑off time in respect of a demand deposit made with the bank;\n    (b) any amount that is payable by the Commonwealth Bank at any time in respect of a term deposit made with the bank before the cut‑off time;\n    (c) any amount that:\n    (i) is not in respect of a demand deposit or term deposit; and\n    (ii) is payable by the Commonwealth Bank under a contract that was entered into, or any other instrument that was executed, issued, endorsed or accepted, before the commencement of this section by the Commonwealth Bank or the Corporation.\n  (2) The Commonwealth guarantees the due payment by the Development Bank of any amount that is payable by the Development Bank to a person other than the Commonwealth.\n  (3) The Commonwealth guarantees the due payment of any amount that is payable to or from the superannuation fund, by the Corporation or by the Commonwealth Bank, in respect of a person who was a member, retired member or beneficiary of the fund immediately before the commencement of this section.\n  (3A) If:\n    (a) immediately before the day (the commencement day) that Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 2) Act 2023 commences a person holds an interest in the superannuation fund; and\n    (b) immediately before the commencement day the Commonwealth guarantees under subsection (3) the due payment of any amount in respect of the person; and\n    (c) on or after the commencement day:\n    (i) the interest is transferred from the superannuation fund to a successor fund (within the meaning of the Income Tax Assessment Act 1997); and\n    (ii) the successor fund is a regulated superannuation fund;\n  then, so long as the person continues to hold an interest in the successor fund, the Commonwealth guarantees the due payment of any amount that is payable to or from the successor fund, by the trustee of the successor fund or by the Commonwealth Bank, in respect of the person.\n  (3B) Disregard subsection (3) when determining whether a regulated superannuation fund confers on a person equivalent rights in respect of an interest to the rights they had under another regulated superannuation fund in respect of the interest for the purposes of any law of the Commonwealth dealing with successor funds.\n  (4) In this section:\n\n> cut‑off time means the end of the day that is the third anniversary of the date of commencement of this section.\n\n> demand deposit means any deposit that is not a term deposit.\n\n> regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.\n\n> superannuation fund means the superannuation fund referred to in section 110.\n\n> term deposit means a deposit made with a bank that matures on a particular date, whether or not the bank can be required to repay the deposit before that maturity date.\n\n#### 129 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular:\n    (e) prescribing penalties not exceeding $100 for offences against the regulations.","sortOrder":11},{"sectionNumber":"27D","sectionType":"section","heading":"Commonwealth Bank taken to be registered under Companies Act","content":"#### 27D Commonwealth Bank taken to be registered under Companies Act\n\n  (1) The Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the conversion time; and\n    (c) to have so registered the Commonwealth Bank, at the conversion time:\n    (i) by the name “Commonwealth Bank of Australia”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.","sortOrder":12},{"sectionNumber":"27E","sectionType":"section","heading":"Memorandum and articles of Commonwealth Bank","content":"#### 27E Memorandum and articles of Commonwealth Bank\n\n  (1) As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):\n    (a) are respectively the memorandum, and the articles, of the Commonwealth Bank; and\n    (b) bind the Commonwealth Bank and its members accordingly.\n  (2) As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.","sortOrder":13},{"sectionNumber":"27F","sectionType":"section","heading":"Membership of the Commonwealth Bank","content":"#### 27F Membership of the Commonwealth Bank\n\n  The Commonwealth:\n    (a) by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and\n    (b) in relation to membership of the Commonwealth Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.","sortOrder":14},{"sectionNumber":"27G","sectionType":"section","heading":"Name of the Commonwealth Bank","content":"#### 27G Name of the Commonwealth Bank\n\n  Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.","sortOrder":15},{"sectionNumber":"27H","sectionType":"section","heading":"Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.","content":"#### 27H Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Commonwealth Bank.\n  (2) The Commonwealth Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Commonwealth Bank; and\n    (b) not to be in a position to control the Commonwealth Bank.","sortOrder":16},{"sectionNumber":"27J","sectionType":"section","heading":"Operation of section 25B of Acts Interpretation Act","content":"#### 27J Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Commonwealth Bank.","sortOrder":17},{"sectionNumber":"Division 4","sectionType":"division","heading":"Miscellaneous","content":"An Act relating to the constitution and operations of the Commonwealth banks\n\n## Part I—Preliminary\n\n#### 1 Short title\n\n  This Act may be cited as the Commonwealth Banks Act 1959.\n\n#### 2 Commencement\n\n  This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.\n\n#### 4 Interpretation\n\n  In this Act, unless the contrary intention appears:\n\n> articles means articles of association.\n\n> Australia includes the external Territories.\n\n> bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.\n\n> Board means the Board of Directors of the Commonwealth Bank.\n\n> Commonwealth Bank means the Commonwealth Bank of Australia.\n\n> conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.\n\n> Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.\n\n> Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.\n\n> memorandum means memorandum of association.\n\n> pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.\n\n> Securities Commission means:\n\n    (a) before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or\n    (b) on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.\n\n> share, in relation to a body corporate, means a share in the share capital of the body corporate.\n\n#### 5 Application to Territories\n\n  This Act extends to all the Territories.\n\n#### 6 This Act subject to Banking Act\n\n  This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.\n\n## Part IV—The Commonwealth Bank\n\n### Division 1—Preliminary steps before conversion of Commonwealth Bank into a public company\n\n#### 27A Share capital of Commonwealth Bank\n\n  (1) As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.\n  (2) The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.\n  (3) The share capital may be divided into classes of shares.\n  (4) Rights may be attached to shares included in a class of shares.\n  (5) As from the conversion time, this section has effect subject to the Companies Act 1981.\n\n#### 27B Shares to be paid up and issued\n\n  (1) As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.\n  (2) If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.\n  (3) As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.\n  (4) The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.\n  (5) The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.\n\n#### 27C Commonwealth Bank to apply to be registered as company etc.\n\n  (1) The Commonwealth Bank must, before the conversion time:\n    (a) apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and\n    (b) apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and\n    (c) lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and\n    (d) if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.\n  (2) Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.\n  (3) The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.\n  (4) The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).\n  (5) The Securities Commission is to be taken:\n    (a) to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and\n    (b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).\n\n### Division 2—Conversion of Commonwealth Bank into a public company\n\n#### 27D Commonwealth Bank taken to be registered under Companies Act\n\n  (1) The Securities Commission is to be taken:\n    (a) to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and\n    (b) to have granted the application at the conversion time; and\n    (c) to have so registered the Commonwealth Bank, at the conversion time:\n    (i) by the name “Commonwealth Bank of Australia”; and\n    (ii) in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and\n    (d) to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.\n  (2) The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.\n  (3) For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.\n\n#### 27E Memorandum and articles of Commonwealth Bank\n\n  (1) As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):\n    (a) are respectively the memorandum, and the articles, of the Commonwealth Bank; and\n    (b) bind the Commonwealth Bank and its members accordingly.\n  (2) As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.\n\n#### 27F Membership of the Commonwealth Bank\n\n  The Commonwealth:\n    (a) by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and\n    (b) in relation to membership of the Commonwealth Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.\n\n#### 27G Name of the Commonwealth Bank\n\n  Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.\n\n#### 27H Commonwealth Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Commonwealth Bank.\n  (2) The Commonwealth Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Commonwealth Bank; and\n    (b) not to be in a position to control the Commonwealth Bank.\n\n#### 27J Operation of section 25B of Acts Interpretation Act\n\n  Nothing in this Act or in the Corporations Act 2001 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Commonwealth Bank.\n\n### Division 4—Miscellaneous\n\n#### 28 General functions of Commonwealth Bank\n\n  (1) The Commonwealth Bank shall carry on general banking business.\n  (2) This section is not intended to imply any restriction on the functions or powers that may be conferred on the Commonwealth Bank otherwise than under this section.\n  (3) This section does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.\n\n## Part VII—The Commonwealth Development Bank\n\n#### 74A Preliminary steps to conversion of Development Bank into a company\n\n  Share capital\n  (1) The Development Bank continues to have the share capital that it had immediately before the commencement of this section.\n  (2) The persons who held shares in the Development Bank immediately before the commencement of this section continue to hold those shares immediately after the commencement of this section.\n  (3) A person is not a member of the Development Bank at any time before the commencement of section 74B merely because of holding shares in the Development Bank.\n  Application for registration as a company\n  (4) The Development Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Development Bank to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Development Bank of Australia Limited”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Development Bank.\n  (5) Subject to the regulations, the application mentioned in paragraph (4)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (6) The Development Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (7) The Development Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (4) and (5).\n  (8) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Development Bank of Australia Limited” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (4)(b).\n\n#### 74B Conversion of Development Bank into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 74A(4)(a) and to register the Development Bank as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Development Bank; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Development Bank at the commencement of this section:\n    (i) by the name “Commonwealth Development Bank of Australia Limited”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Development Bank of Australia Limited” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law.\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 74A:\n    (a) are the memorandum and articles of the Development Bank; and\n    (b) bind the Development Bank and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Development Bank’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) Each person who holds shares in the Development Bank at the commencement of this section:\n    (a) by force of this section, becomes a member of the Development Bank at the commencement of this section; and\n    (b) in relation to the person’s membership of the Development Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the person had become a member of the Development Bank under the memorandum and articles of the Development Bank.\n  Section 25B of the Acts Interpretation Act\n  (5) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Development Bank.\n  Miscellaneous\n  (6) Nothing in section 74A prevents:\n    (a) variation of the share capital of the Development Bank; or\n    (b) a change in the name of the Development Bank; or\n    (c) a change in the structure, memorandum, articles or membership of the Development Bank.\n\n#### 74C Development Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Development Bank.\n  (2) The Development Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Development Bank; and\n    (b) not to be in a position to control the Development Bank.\n\n## Part VIII—The Commonwealth Bank Officers Superannuation Corporation\n\n#### 108A Preliminary steps to conversion of Corporation into a company\n\n  Share capital\n  (1) From the commencement of this section, the Corporation is to have a share capital of $2, divided into shares of $1 each.\n  (2) As soon as practicable after the commencement of this section, the Corporation must apply $2 (paid to the Corporation by the Commonwealth Bank) in paying up in full the shares in the Corporation.\n  Issue of shares\n  (3) As soon as practicable after the Corporation complies with subsection (2), the Corporation must issue to the Commonwealth Bank all the shares that were paid up under that subsection.\n  (4) The Commonwealth Bank is not a member of the Corporation at any time before the commencement of section 108B merely because it holds shares in the Corporation.\n  Application for registration as a company\n  (5) The Commonwealth Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Corporation to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Corporation.\n  (6) Subject to the regulations, the application mentioned in paragraph (5)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (7) The Commonwealth Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (8) The Commonwealth Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (5) and (6).\n  (9) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Bank Officers Superannuation Corporation” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (5)(b).\n\n#### 108B Conversion of Corporation into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Corporation at the commencement of this section:\n    (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and\n    (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section).\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A:\n    (a) are the memorandum and articles of the Corporation; and\n    (b) bind the Corporation and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section.\n  (5) In relation to its membership of the Corporation, the Commonwealth Bank:\n    (a) is entitled to the same rights, privileges and benefits; and\n    (b) is subject to the same duties, liabilities and obligations;\n  as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation.\n  Section 25B of the Acts Interpretation Act\n  (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation.\n  Miscellaneous\n  (7) Nothing in section 108A prevents:\n    (a) variation of the share capital of the Corporation; or\n    (b) a change in the name of the Corporation; or\n    (c) a change in the structure, memorandum, articles or membership of the Corporation.\n\n#### 108C Corporation is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Corporation.\n  (2) The Corporation is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Corporation; and\n    (b) not to be in a position to control the Corporation.\n\n#### 110 Superannuation fund\n\n  (1) The Corporation’s superannuation fund that was in existence immediately before the commencement of this section:\n    (a) continues in existence; and\n    (b) is to be governed by the Trust Deed.\n  (2) All the rights and liabilities of members and beneficiaries of the fund that existed immediately before the commencement of this section continue after the commencement of this section, subject to the Trust Deed.\n  (3) In this section:\n\n> Trust Deed means the trust deed made before the commencement of this section between the Corporation and the Commonwealth Bank, and includes any amendments to that deed.\n\n## Part IX—Miscellaneous\n\n#### 117 Guarantee by the Commonwealth\n\n  (1) The Commonwealth guarantees the due payment of the following amounts:\n    (a) any amount that is payable by the Commonwealth Bank before the cut‑off time in respect of a demand deposit made with the bank;\n    (b) any amount that is payable by the Commonwealth Bank at any time in respect of a term deposit made with the bank before the cut‑off time;\n    (c) any amount that:\n    (i) is not in respect of a demand deposit or term deposit; and\n    (ii) is payable by the Commonwealth Bank under a contract that was entered into, or any other instrument that was executed, issued, endorsed or accepted, before the commencement of this section by the Commonwealth Bank or the Corporation.\n  (2) The Commonwealth guarantees the due payment by the Development Bank of any amount that is payable by the Development Bank to a person other than the Commonwealth.\n  (3) The Commonwealth guarantees the due payment of any amount that is payable to or from the superannuation fund, by the Corporation or by the Commonwealth Bank, in respect of a person who was a member, retired member or beneficiary of the fund immediately before the commencement of this section.\n  (3A) If:\n    (a) immediately before the day (the commencement day) that Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 2) Act 2023 commences a person holds an interest in the superannuation fund; and\n    (b) immediately before the commencement day the Commonwealth guarantees under subsection (3) the due payment of any amount in respect of the person; and\n    (c) on or after the commencement day:\n    (i) the interest is transferred from the superannuation fund to a successor fund (within the meaning of the Income Tax Assessment Act 1997); and\n    (ii) the successor fund is a regulated superannuation fund;\n  then, so long as the person continues to hold an interest in the successor fund, the Commonwealth guarantees the due payment of any amount that is payable to or from the successor fund, by the trustee of the successor fund or by the Commonwealth Bank, in respect of the person.\n  (3B) Disregard subsection (3) when determining whether a regulated superannuation fund confers on a person equivalent rights in respect of an interest to the rights they had under another regulated superannuation fund in respect of the interest for the purposes of any law of the Commonwealth dealing with successor funds.\n  (4) In this section:\n\n> cut‑off time means the end of the day that is the third anniversary of the date of commencement of this section.\n\n> demand deposit means any deposit that is not a term deposit.\n\n> regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.\n\n> superannuation fund means the superannuation fund referred to in section 110.\n\n> term deposit means a deposit made with a bank that matures on a particular date, whether or not the bank can be required to repay the deposit before that maturity date.\n\n#### 129 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular:\n    (e) prescribing penalties not exceeding $100 for offences against the regulations.","sortOrder":18},{"sectionNumber":"28","sectionType":"section","heading":"General functions of Commonwealth Bank","content":"#### 28 General functions of Commonwealth Bank\n\n  (1) The Commonwealth Bank shall carry on general banking business.\n  (2) This section is not intended to imply any restriction on the functions or powers that may be conferred on the Commonwealth Bank otherwise than under this section.\n  (3) This section does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.","sortOrder":19},{"sectionNumber":"Part VII","sectionType":"part","heading":"The Commonwealth Development Bank","content":"## Part VII—The Commonwealth Development Bank","sortOrder":20},{"sectionNumber":"74A","sectionType":"section","heading":"Preliminary steps to conversion of Development Bank into a company","content":"#### 74A Preliminary steps to conversion of Development Bank into a company\n\n  Share capital\n  (1) The Development Bank continues to have the share capital that it had immediately before the commencement of this section.\n  (2) The persons who held shares in the Development Bank immediately before the commencement of this section continue to hold those shares immediately after the commencement of this section.\n  (3) A person is not a member of the Development Bank at any time before the commencement of section 74B merely because of holding shares in the Development Bank.\n  Application for registration as a company\n  (4) The Development Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Development Bank to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Development Bank of Australia Limited”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Development Bank.\n  (5) Subject to the regulations, the application mentioned in paragraph (4)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (6) The Development Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (7) The Development Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (4) and (5).\n  (8) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Development Bank of Australia Limited” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (4)(b).","sortOrder":21},{"sectionNumber":"74B","sectionType":"section","heading":"Conversion of Development Bank into a company","content":"#### 74B Conversion of Development Bank into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 74A(4)(a) and to register the Development Bank as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Development Bank; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Development Bank at the commencement of this section:\n    (i) by the name “Commonwealth Development Bank of Australia Limited”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Development Bank of Australia Limited” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law.\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 74A:\n    (a) are the memorandum and articles of the Development Bank; and\n    (b) bind the Development Bank and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Development Bank’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) Each person who holds shares in the Development Bank at the commencement of this section:\n    (a) by force of this section, becomes a member of the Development Bank at the commencement of this section; and\n    (b) in relation to the person’s membership of the Development Bank:\n    (i) is entitled to the same rights, privileges and benefits; and\n    (ii) is subject to the same duties, liabilities and obligations;\n    as if the person had become a member of the Development Bank under the memorandum and articles of the Development Bank.\n  Section 25B of the Acts Interpretation Act\n  (5) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Development Bank.\n  Miscellaneous\n  (6) Nothing in section 74A prevents:\n    (a) variation of the share capital of the Development Bank; or\n    (b) a change in the name of the Development Bank; or\n    (c) a change in the structure, memorandum, articles or membership of the Development Bank.","sortOrder":22},{"sectionNumber":"74C","sectionType":"section","heading":"Development Bank is not a Commonwealth authority or Commonwealth company etc.","content":"#### 74C Development Bank is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Development Bank.\n  (2) The Development Bank is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Development Bank; and\n    (b) not to be in a position to control the Development Bank.","sortOrder":23},{"sectionNumber":"Part VIII","sectionType":"part","heading":"The Commonwealth Bank Officers Superannuation Corporation","content":"## Part VIII—The Commonwealth Bank Officers Superannuation Corporation","sortOrder":24},{"sectionNumber":"108A","sectionType":"section","heading":"Preliminary steps to conversion of Corporation into a company","content":"#### 108A Preliminary steps to conversion of Corporation into a company\n\n  Share capital\n  (1) From the commencement of this section, the Corporation is to have a share capital of $2, divided into shares of $1 each.\n  (2) As soon as practicable after the commencement of this section, the Corporation must apply $2 (paid to the Corporation by the Commonwealth Bank) in paying up in full the shares in the Corporation.\n  Issue of shares\n  (3) As soon as practicable after the Corporation complies with subsection (2), the Corporation must issue to the Commonwealth Bank all the shares that were paid up under that subsection.\n  (4) The Commonwealth Bank is not a member of the Corporation at any time before the commencement of section 108B merely because it holds shares in the Corporation.\n  Application for registration as a company\n  (5) The Commonwealth Bank must:\n    (a) apply to the Australian Securities Commission under section 133 of the Corporations Law for the Corporation to be registered as a company limited by shares within the meaning of the Corporations Law; and\n    (b) apply to the Australian Securities Commission under section 374 of the Corporations Law for reservation of the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (c) lodge with the Australian Securities Commission a proposed memorandum and proposed articles for the Corporation.\n  (6) Subject to the regulations, the application mentioned in paragraph (5)(a) must be accompanied by the documents required by section 136 of the Corporations Law.\n  (7) The Commonwealth Bank must deliver the applications and any accompanying documents to an office of the Australian Securities Commission in the Australian Capital Territory.\n  (8) The Commonwealth Bank is taken to be entitled to make the applications, and to lodge the documents, mentioned in subsections (5) and (6).\n  (9) The Australian Securities Commission is taken:\n    (a) to have been required to reserve the name “Commonwealth Bank Officers Superannuation Corporation” under section 374 of the Corporations Law; and\n    (b) to have reserved that name immediately after lodgment of the application referred to in paragraph (5)(b).","sortOrder":25},{"sectionNumber":"108B","sectionType":"section","heading":"Conversion of Corporation into a company","content":"#### 108B Conversion of Corporation into a company\n\n  Registration as a company\n  (1) The Australian Securities Commission is taken:\n    (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and\n    (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and\n    (c) to have granted the application at the commencement of this section; and\n    (d) to have registered the Corporation at the commencement of this section:\n    (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and\n    (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and\n    (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and\n    (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section).\n  Memorandum and articles\n  (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A:\n    (a) are the memorandum and articles of the Corporation; and\n    (b) bind the Corporation and its members accordingly.\n  (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law.\n  Membership\n  (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section.\n  (5) In relation to its membership of the Corporation, the Commonwealth Bank:\n    (a) is entitled to the same rights, privileges and benefits; and\n    (b) is subject to the same duties, liabilities and obligations;\n  as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation.\n  Section 25B of the Acts Interpretation Act\n  (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation.\n  Miscellaneous\n  (7) Nothing in section 108A prevents:\n    (a) variation of the share capital of the Corporation; or\n    (b) a change in the name of the Corporation; or\n    (c) a change in the structure, memorandum, articles or membership of the Corporation.","sortOrder":26},{"sectionNumber":"108C","sectionType":"section","heading":"Corporation is not a Commonwealth authority or Commonwealth company etc.","content":"#### 108C Corporation is not a Commonwealth authority or Commonwealth company etc.\n\n  (1) This section has effect for the purposes of the laws of the Commonwealth, a State or a Territory. However, the effect of this section is subject to any express provision in the law concerned that refers specifically to the Corporation.\n  (2) The Corporation is to be taken:\n    (a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and\n    (b) not to be a public authority or an instrumentality or agency of the Crown; and\n    (c) without limiting paragraphs (a) and (b), not to be a public authority under the Commonwealth for the purposes of the Crimes Act 1914.\n  (3) The Commonwealth is to be taken:\n    (a) not to have a controlling interest or substantial interest in the Corporation; and\n    (b) not to be in a position to control the Corporation.","sortOrder":27},{"sectionNumber":"110","sectionType":"section","heading":"Superannuation fund","content":"#### 110 Superannuation fund\n\n  (1) The Corporation’s superannuation fund that was in existence immediately before the commencement of this section:\n    (a) continues in existence; and\n    (b) is to be governed by the Trust Deed.\n  (2) All the rights and liabilities of members and beneficiaries of the fund that existed immediately before the commencement of this section continue after the commencement of this section, subject to the Trust Deed.\n  (3) In this section:\n\n> Trust Deed means the trust deed made before the commencement of this section between the Corporation and the Commonwealth Bank, and includes any amendments to that deed.","sortOrder":28},{"sectionNumber":"Part IX","sectionType":"part","heading":"Miscellaneous","content":"## Part IX—Miscellaneous","sortOrder":29},{"sectionNumber":"117","sectionType":"section","heading":"Guarantee by the Commonwealth","content":"#### 117 Guarantee by the Commonwealth\n\n  (1) The Commonwealth guarantees the due payment of the following amounts:\n    (a) any amount that is payable by the Commonwealth Bank before the cut‑off time in respect of a demand deposit made with the bank;\n    (b) any amount that is payable by the Commonwealth Bank at any time in respect of a term deposit made with the bank before the cut‑off time;\n    (c) any amount that:\n    (i) is not in respect of a demand deposit or term deposit; and\n    (ii) is payable by the Commonwealth Bank under a contract that was entered into, or any other instrument that was executed, issued, endorsed or accepted, before the commencement of this section by the Commonwealth Bank or the Corporation.\n  (2) The Commonwealth guarantees the due payment by the Development Bank of any amount that is payable by the Development Bank to a person other than the Commonwealth.\n  (3) The Commonwealth guarantees the due payment of any amount that is payable to or from the superannuation fund, by the Corporation or by the Commonwealth Bank, in respect of a person who was a member, retired member or beneficiary of the fund immediately before the commencement of this section.\n  (3A) If:\n    (a) immediately before the day (the commencement day) that Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 2) Act 2023 commences a person holds an interest in the superannuation fund; and\n    (b) immediately before the commencement day the Commonwealth guarantees under subsection (3) the due payment of any amount in respect of the person; and\n    (c) on or after the commencement day:\n    (i) the interest is transferred from the superannuation fund to a successor fund (within the meaning of the Income Tax Assessment Act 1997); and\n    (ii) the successor fund is a regulated superannuation fund;\n  then, so long as the person continues to hold an interest in the successor fund, the Commonwealth guarantees the due payment of any amount that is payable to or from the successor fund, by the trustee of the successor fund or by the Commonwealth Bank, in respect of the person.\n  (3B) Disregard subsection (3) when determining whether a regulated superannuation fund confers on a person equivalent rights in respect of an interest to the rights they had under another regulated superannuation fund in respect of the interest for the purposes of any law of the Commonwealth dealing with successor funds.\n  (4) In this section:\n\n> cut‑off time means the end of the day that is the third anniversary of the date of commencement of this section.\n\n> demand deposit means any deposit that is not a term deposit.\n\n> regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.\n\n> superannuation fund means the superannuation fund referred to in section 110.\n\n> term deposit means a deposit made with a bank that matures on a particular date, whether or not the bank can be required to repay the deposit before that maturity date.","sortOrder":30},{"sectionNumber":"129","sectionType":"section","heading":"Regulations","content":"#### 129 Regulations\n\n  The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters which by this Act are required or permitted to be prescribed, or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular:\n    (e) prescribing penalties not exceeding $100 for offences against the regulations.","sortOrder":31}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"issue_detection":{"absurdities":[{"type":"circular_definition","section":"s 27A(2)","severity":"medium","reasoning":"Section 27A(2) states the share capital equals the amount required to be applied under s 27B. Section 27B(1) says the Bank must apply 'its capital' in paying up shares. That 'capital' is the pre-existing capital figure, not the new share capital, so the circularity is partially resolved in practice, but the drafting creates a logical loop where the share capital amount is defined by reference to an obligation that itself references the capital figure.","confidence":0.72,"description":"Circular definition of share capital amount: the share capital equals the amount required to be applied under s 27B, but s 27B(1) directs that the capital to be applied is calculated immediately before the pre-conversion time — being the same capital that s 27A(2) is trying to define. The share capital amount is thus defined by reference to itself."},{"type":"self_contradicting","section":"s 27B(4) and s 27B(5)","severity":"low","reasoning":"The fiction in s 27B(4) establishes a legally orthodox share issuance, while s 27B(5) simultaneously denies the ordinary legal consequence of holding such shares. While intentional as a transitional device, the two subsections sit in internal logical tension.","confidence":0.75,"description":"Logical tension between deemed valuable consideration and non-member status: The Commonwealth receives shares deemed issued for 'valuable consideration other than cash' (s 27B(4)), yet is explicitly stated not to be a member merely because it holds those shares (s 27B(5)). Under normal corporate law principles, holding fully paid shares issued for valuable consideration would ordinarily establish membership, making the carve-out logically strained."},{"type":"other","section":"s 27C(3)","severity":"medium","reasoning":"The National Companies and Securities Commission and the Corporate Affairs Commission (ACT) were legally distinct entities. The Act assumes delivery to one constitutes lodgment with the other without establishing any agency or transfer mechanism, creating an impossible compliance gap.","confidence":0.78,"description":"Applications directed to the 'Securities Commission' but physically delivered to the 'Corporate Affairs Commission for the Australian Capital Territory' — two distinct bodies. The provision purports to lodge documents with one body by delivering them to a physically separate body, without explaining the legal mechanism by which delivery to the Corporate Affairs Commission constitutes lodgment with the Securities Commission."},{"type":"retroactive_impossibility","section":"s 27D(3)","severity":"medium","reasoning":"Deeming the Bank to have been a corporation under the Companies Act 1981 the day before registration under that Act is a legal paradox: the Act requires registration to confer corporate status, yet this provision deems corporate status to exist before registration occurred, bypassing the very process the Act mandates.","confidence":0.7,"description":"Retroactive fiction that the Commonwealth Bank 'shall be taken to have been' a corporation 'on the day before the conversion time' under the Companies Act 1981 — but on that day the Companies Act 1981 imposed its own registration requirements for becoming a corporation. The Act creates a deemed status that could not have existed under the very statute it invokes."},{"type":"other","section":"s 27G","severity":"low","reasoning":"The reference to the Corporations Act 2001 in a provision dealing with a conversion effected under the Companies Act 1981 reflects legislative patching over time, but the section as drafted applies a 2001 statute's exemption to a status created under a 1981 statute, creating a temporal anachronism in the operative text.","confidence":0.65,"description":"Section 27G (in Division 2 of Part IV relating to the pre-2001 conversion process) disapplies subsection 148(2) of the Corporations Act 2001. However, the conversion occurred at the 'conversion time' under the Companies Act 1981. Disapplying a provision of a 2001 Act to a conversion that happened under a 1981 Act is temporally incoherent — the Corporations Act 2001 did not exist at conversion time."},{"type":"self_contradicting","section":"s 27H(3)","severity":"high","reasoning":"At conversion time, the Commonwealth held 100% of shares (s 27B(3)) and became the sole member (s 27F). Section 27H(3) then deems the Commonwealth not to have a controlling interest and not to be in a position to control the Bank. These propositions are logically irreconcilable on their face.","confidence":0.88,"description":"The Commonwealth is legislatively deemed not to have a controlling interest in, or to be in a position to control, the Commonwealth Bank — while simultaneously the Act (ss 27B(3), 27F) makes the Commonwealth the sole shareholder and member of the Bank at conversion time. Deeming away control while legislating sole ownership is a factual absurdity."},{"type":"other","section":"s 74B(1)(e)","severity":"high","reasoning":"The term 'Corporation' has a specific defined meaning in s 4: the Commonwealth Bank Officers Superannuation Corporation. Using it in s 74B(1)(e) — a provision about the Development Bank — to describe the entity against which the Development Bank's name is registered is plainly inconsistent with the definitional scheme and likely a drafting error of some legal consequence.","confidence":0.85,"description":"Section 74B(1)(e) deems the name 'Commonwealth Development Bank of Australia Limited' to have been registered 'in relation to the Corporation' — but 'the Corporation' is defined throughout the Act as the Commonwealth Bank Officers Superannuation Corporation, not the Development Bank. This appears to be a drafting error substituting the wrong defined term."},{"type":"other","section":"s 108A(2)","severity":"low","reasoning":"While not strictly impossible (a payment from a non-member is legally unremarkable), the structure creates a bootstrapping oddity: the Commonwealth Bank funds and effectively creates the Corporation's share capital before acquiring any legal relationship with it, yet the shares are then issued back to the Commonwealth Bank as if it were a normal investor.","confidence":0.6,"description":"The Corporation is required to apply $2 'paid to the Corporation by the Commonwealth Bank' in paying up its shares — but at the time this obligation arises, the Commonwealth Bank is not yet a member of the Corporation (s 108A(4)), creating an absurdity where a non-member is funding the entity's capitalisation as a precondition to becoming a member."},{"type":"self_contradicting","section":"s 108C(3)","severity":"high","reasoning":"The Commonwealth Bank is the 100% owner/member of the Corporation (s 108B(4)). The Commonwealth was (at conversion time) the 100% owner of the Commonwealth Bank (s 27B(3), s 27F). Deeming the Commonwealth not to have a controlling interest or control over the Corporation in these circumstances is legally and factually untenable.","confidence":0.83,"description":"Identically to s 27H(3) for the Commonwealth Bank, s 108C(3) deems the Commonwealth not to have a controlling interest in, or control over, the Corporation — but s 108B(4) makes the Commonwealth Bank (itself wholly owned by the Commonwealth at relevant times) the sole member of the Corporation. Control is thus deemed away while the ownership chain is preserved."},{"type":"self_contradicting","section":"s 117(3B)","severity":"medium","reasoning":"Subsection 3A requires that the Commonwealth guarantee under s 117(3) exist 'immediately before the commencement day'. Subsection 3B then says to disregard s 117(3) for successor fund equivalency purposes. If s 117(3) is disregarded, the precondition triggering s 117(3A) may itself be undermined in legal analysis, creating a self-defeating loop.","confidence":0.7,"description":"Section 117(3B) instructs that subsection (3) be disregarded when determining equivalent rights for successor fund purposes under Commonwealth superannuation law — but subsection (3A) explicitly extends the Commonwealth guarantee to successor funds only where s 117(3) applied to the person immediately before transfer. Disregarding s 117(3) could undermine the precondition in s 117(3A), potentially making the guarantee in s 117(3A) unenforceable in the very scenario it was designed for."},{"type":"other","section":"s 129(e)","severity":"low","reasoning":"A maximum penalty of $100 for offences against regulations made under a major financial institutions statute represents a complete failure of deterrence by any modern standard. While not a logical contradiction, the provision as reproduced is operationally absurd.","confidence":0.9,"description":"The penalty cap of $100 for regulatory offences, set in 1959 currency and never updated in the provision as reproduced, is so trivially low as to be effectively meaningless as a deterrent in contemporary terms — though this is a policy absurdity rather than a strict logical flaw."},{"type":"other","section":"s 28(3)","severity":"low","reasoning":"Post-privatisation, the Commonwealth Bank as a public company carrying on banking business would require a licence under the Banking Act 1959. Section 28(3) permitting it to 'also' hold such an authority treats a legal requirement as an optional extra, which is logically confused.","confidence":0.65,"description":"Section 28(3) states that s 28 'does not prevent the Commonwealth Bank also being in possession of an authority under the Banking Act 1959 to carry on banking business.' This implies that the Banking Act authority is additional to the s 28 mandate — yet if the Commonwealth Bank (a converted public company) is subject to the Banking Act 1959 by virtue of s 6, it would require that authority regardless of s 28. The subsection thus creates a redundant permission for something that is legally required."}],"contradictions":[{"severity":"high","section_a":"s 27B(3) and s 27F","section_b":"s 27H(3)","confidence":0.9,"description":"Sections 27B(3) and 27F establish that the Commonwealth is the 100% shareholder and sole member of the Commonwealth Bank. Section 27H(3) deems the Commonwealth not to have a controlling interest in, and not to be in a position to control, the Commonwealth Bank. These provisions are directly contradictory."},{"severity":"medium","section_a":"s 27F(a)","section_b":"s 27H(2)(a)","confidence":0.75,"description":"Section 27F makes the Commonwealth a member of the Commonwealth Bank at the conversion time, necessarily implying the Bank was incorporated or established (at least in part) for a purpose involving Commonwealth participation. Section 27H(2)(a) deems the Bank not to have been incorporated for a public purpose or a purpose of the Commonwealth. The Commonwealth's mandated membership role contradicts the fiction that no Commonwealth purpose was involved in its incorporation."},{"severity":"high","section_a":"s 108B(4)","section_b":"s 108C(3)","confidence":0.85,"description":"Section 108B(4) makes the Commonwealth Bank (at conversion time wholly Commonwealth-owned) the sole member of the Corporation. Section 108C(3) deems the Commonwealth not to have a controlling interest in or control over the Corporation. Given the Commonwealth's 100% ownership of the Commonwealth Bank which in turn holds 100% of the Corporation, the deemed absence of control is directly contradicted by the ownership structure legislated in the same Act."},{"severity":"medium","section_a":"s 74C(3)","section_b":"s 117(2)","confidence":0.78,"description":"Section 74C(3) deems the Commonwealth not to have a controlling interest in or be in a position to control the Development Bank. Section 117(2) guarantees the Development Bank's debts to all persons other than the Commonwealth itself — a guarantee that would typically only be provided by a controlling entity or parent. The guarantee arrangement is commercially consistent only with control, which s 74C(3) simultaneously denies."},{"severity":"low","section_a":"s 27E(2)","section_b":"s 27G","confidence":0.62,"description":"Section 27E(2) applies the Companies Act 1981 to the Commonwealth Bank's memorandum and articles as from the conversion time. Section 27G disapplies a provision of the Corporations Act 2001. These two sections apply different, temporally incompatible statutory regimes to the same subject matter (the Bank's corporate governance) without a clear reconciliation mechanism."},{"severity":"medium","section_a":"s 4 (definition of 'Securities Commission')","section_b":"s 27C(3)","confidence":0.8,"description":"The definition of 'Securities Commission' in s 4 distinguishes between the National Companies and Securities Commission (before a prescribed date) and the Australian Securities Commission (on and after that date). Section 27C(3) directs delivery of applications to the 'Corporate Affairs Commission for the Australian Capital Territory' as the mechanism for lodging with the Securities Commission. The Corporate Affairs Commission is neither of the two bodies defined as the Securities Commission, creating an irreconcilable gap in the delivery mechanism."},{"severity":"medium","section_a":"s 117(3A)","section_b":"s 117(3B)","confidence":0.72,"description":"Section 117(3A) extends the Commonwealth guarantee to successor funds, predicated on the guarantee under s 117(3) existing immediately before transfer. Section 117(3B) directs that s 117(3) be disregarded for successor fund equivalency determinations. Disregarding the very subsection whose application is a precondition to s 117(3A) creates a logical conflict that could render s 117(3A) inoperative in practice."},{"severity":"low","section_a":"s 6","section_b":"s 28","confidence":0.58,"description":"Section 6 makes the entire Act subject to the Banking Act 1959. Section 28(1) mandates that the Commonwealth Bank 'shall carry on general banking business.' If the Banking Act 1959 or regulations under it were to restrict or prohibit a particular form of banking business, s 6's subordination clause would override s 28(1)'s mandatory direction — potentially making the Bank simultaneously required (s 28) and prohibited (s 6 read with the Banking Act) from carrying on certain banking activities."}]},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act has been extended beyond a simple internal reorganisation of the Commonwealth Bank to a broader corporatisation and statutory guarantee regime. Original mechanics (creation of share capital and conversion into companies) remain core, but later amendments and linked legislation broadened scope: (a) conversion provisions tie into newer company law regimes (Companies Act 1981 → Corporations Law → Corporations Act 2001), (b) the Act explicitly removes public‑authority status for the banks and the officers’ corporation (sections 27H; 74C; 108C), altering how other laws treat those bodies, and (c) the guarantee in section 117 has been updated to address successor superannuation funds (section 117(3A) added to interact with the Treasury Laws Amendment (2023 Measures No. 2) Act 2023). Those changes move the Act from a narrowly procedural conversion instrument toward a lasting legal framework that governs ownership, creditor protection during transition, and interoperation with modern company and superannuation law."},"complexity_factors":["Multiple cross‑references to other Acts across eras: Companies Act 1981, Corporations Law, Corporations Act 2001, Banking Act 1959, Commonwealth Banks Restructuring Act 1990, Acts Interpretation Act 1901 (section 25B).","Defined terms in interpretation section (s4) with operational effect: articles, bank, Board, Commonwealth Bank, conversion time, pre‑conversion time, Corporation, Development Bank, Securities Commission, share, etc.","Transitional and staged timing language: ‘pre‑conversion time’, ‘conversion time’, and commencement/commencement day references create conditional logic across sections (e.g. 27A–27D; 74A–74B; 108A–108B).","Repeated but slightly different procedural sequences for three separate bodies (Commonwealth Bank, Development Bank, Officers Superannuation Corporation) — similar mechanics duplicated with variances (e.g. share sizes, membership consequences).","Guarantee clause with temporal limitation plus later amendment extending coverage to successor regulated superannuation funds (section 117 and 117(3A)) — conditional coverage and interaction with superannuation law.","Statements changing legal character (not a Commonwealth authority) that operate across Commonwealth, State and Territory laws but are subject to express statutory exceptions (27H; 74C; 108C).","Regulation‑making power and low monetary penalty provision (section 129) — invites subsidiary instruments and potential further complexity."],"plain_english_summary":"**What this law does (plain language)**\n\n- Converts three former Commonwealth statutory bodies into ordinary companies and sets out the mechanical steps for that conversion: the Commonwealth Bank (Part IV, Divs 1–2: sections 27A–27F), the Commonwealth Development Bank (Part VII: sections 74A–74B), and the Commonwealth Bank Officers Superannuation Corporation (Part VIII: sections 108A–108B).\n- Requires share capital to be established or preserved and that shares created be paid up and (in the Bank's case) issued to the Commonwealth before the formal conversion (sections 27A–27B; 74A; 108A).\n- Treats the relevant corporate regulator as having taken the procedural steps necessary to register the bodies as public companies at the statutory “conversion” or commencement times (sections 27D; 74B; 108B). The lodged proposed memorandum and articles become the companies’ constitutional documents on conversion (sections 27E; 74B(2); 108B(2)).\n- Declares that, for most legal purposes, after conversion these entities are not to be treated as Commonwealth authorities or Crown instrumentalities and that the Commonwealth does not have a controlling interest or control (sections 27H; 74C; 108C).\n- Preserves the superannuation fund for the officers’ corporation and keeps members’ rights and liabilities under the existing trust deed (section 110).\n- Gives a time‑limited financial guarantee by the Commonwealth for certain liabilities of the Commonwealth Bank, the Development Bank and the superannuation fund (section 117). The guarantee covers: (a) demand deposits and term deposits made before the cut‑off time; and (b) contracts and other instruments entered into before the relevant commencement (section 117(1)–(4)). The cut‑off time is defined as the end of the third anniversary of the section's commencement (section 117(4)). A recent amendment extends guarantee coverage to certain transferred superannuation interests in successor regulated funds (section 117(3A)).\n- Confirms the banks’ general function to carry on general banking business (section 28) and makes the Act subject to the Banking Act 1959 (section 6).\n- Authorises the Governor‑General to make regulations needed to operate the Act (section 129).\n\n**Who this affects**\n\n- The Commonwealth Bank, the Commonwealth Development Bank and the Commonwealth Bank Officers Superannuation Corporation: their legal form, capital arrangements and internal constitutions are altered by the conversion steps (sections 27A–27F; 74A–74B; 108A–108B).\n- The Commonwealth: becomes a member of the Commonwealth Bank on conversion (section 27F) and is treated as the holder of shares issued before conversion (sections 27B(3)–(4)). The Commonwealth also assumes a limited guarantee liability under section 117 for specified pre‑conversion liabilities.\n- Holders of shares and members of the banks and the officers’ superannuation fund: their membership rights and liabilities are continued or converted into statutory membership under the new company constitutions (sections 27E; 74B(2)–(4); 108B(4)–(5); 110(2)).\n- Customers and creditors with deposits, term deposits or contracts entered into before the relevant commencement: they benefit from the time‑limited Commonwealth guarantee (section 117).\n\n**Why it matters (mechanics and consequences)**\n\n- Legal form: The Act effectually moves these institutions from statutory bodies into companies subject to company law, with their memorandum and articles becoming binding on conversion (sections 27D–27E; 74B(1)–(2); 108B(1)–(2)). That changes corporate governance, insolvency rules, and external regulatory regimes because company law (and related regulators) now govern them.\n- Ownership and control: Shares are created and issued to the Commonwealth before conversion (sections 27A–27B; 108A–108B). Yet the Act also statutorily provides that the banks are not Commonwealth authorities and that the Commonwealth does not have controlling interest or control (sections 27H; 74C; 108C). Those provisions operate to alter how other laws treat the banks (for example, criminal or procurement rules that apply to Crown bodies).\n- Financial exposure: The Commonwealth gives a limited, time‑bound guarantee of certain liabilities incurred before conversion (section 117). That transfers the short‑term financial exposure from the bank(s) to the Commonwealth for liabilities within the guarantee’s scope and timeframe.\n- Continuity of employee superannuation rights: The officers’ superannuation fund and members’ rights are preserved under the existing trust deed (section 110), with an additional modern amendment extending guarantee protection when interests move to successor regulated funds (section 117(3A)).\n\n**Official purpose-clause and a quick test of trade-offs**\n\n- The Act’s operational effect is to corporatise (convert) formerly statutory banking bodies and put them on company law footing (see conversion steps in sections 27C–27D; 74A–74B; 108A–108B). If the stated purpose is to align the banks with private‑sector corporate forms and commercial regulation, the Act achieves that mechanically by creating share capital, lodging memorandum/articles and treating regulators as having registered the companies at conversion.\n- Trade-offs and costs to note:\n  - Public to private posture: moving to company law subjects the entities to ordinary corporate governance and insolvency rules. That may increase operational flexibility but can reduce certain public‑law protections (sections 27E; 27H). The Act attempts to square that by declaring the banks not to be Crown instrumentalities (section 27H), which changes eligibility for some legal treatment but may create ambiguity when other statutes explicitly refer to the Bank.\n  - Fiscal exposure: the Commonwealth assumes a narrowly defined, time‑limited guarantee for pre‑conversion liabilities (section 117). That concentrates fiscal risk on pre‑conversion obligations; the guarantee’s finite cut‑off limits ongoing contingent fiscal liability but can create expectations among creditors for a period.\n  - Regulatory interaction and compliance cost: conversion introduces new compliance obligations under company law and to corporate regulators (sections 27D; 74B; 108B). That shifts regulatory oversight and may raise compliance costs as entities transition from statutory regimes to corporate regimes.\n  - Discrete benefits and costs of ownership: shares are issued to the Commonwealth for consideration other than cash (section 27B(4)) and the Commonwealth becomes a member at conversion (section 27F). The Act thus centralises shareholding initially while simultaneously declaring the Bank not to be a public authority (sections 27B; 27F; 27H) — a legal distinction that affects how other laws treat the Bank without changing the immediate economic fact of Commonwealth share ownership.\n\n**Who pays, who decides, and behaviour changes**\n\n- Who pays: The Commonwealth alone bears the payment obligations created by the statutory guarantee (section 117). The banks remain responsible for other liabilities, but their pre‑conversion obligations within the defined window are guaranteed by the Commonwealth.\n- Who decides: The Act vests the conversion mechanics in the banks and the corporate regulator (Securities Commission / Australian Securities Commission as defined) — the banks must apply, lodge constitutions, and the regulator is treated as having registered them at conversion (sections 27C; 27D; 74A–74B; 108A–108B).\n- Behavioural effects: The banks will operate under company law (affecting governance, disclosure, insolvency) and may change business practices to reflect commercial company norms (sections 27E; 28). Creditors and depositors have a temporary shift in counterparty certainty because of the Commonwealth guarantee for pre‑conversion items (section 117).\n\n**Implementation and risk notes**\n\n- Cross‑legislation dependency: the Act repeatedly cross‑references older company law (Companies Act 1981/Corporations Law) and the Banking Act 1959 (see sections 6; 27A(5); 27C; 27D; 74B; 108B). That requires careful co‑ordination when company or banking law changes.\n- Administrative tasks: The banks must prepare and lodge memoranda/articles, and the regulator is treated as having performed specific acts on conversion — an administrative sequence that can create timing and documentary risks if not executed precisely (sections 27C; 74A; 108A).\n- Potential legal friction: The statutory statements that the banks are not Crown instrumentalities (sections 27H; 74C; 108C) are subject to any law that expressly refers to them; this creates potential interpretive disputes in cases where other statutes interact.\n\n(Primary sections cited in the summary: 27A–27J, 28, 74A–74C, 108A–110, 117, 129.)"},"summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act was originally a straightforward piece of legislation governing the structure and operations of government-owned Commonwealth banks. Its scope changed dramatically — it became the primary legal vehicle for privatising the Commonwealth Bank and related entities in the early 1990s, converting them from government bodies into private companies. More recently (2023), it was further amended to extend government superannuation guarantees to successor funds, adding an ongoing consumer-protection dimension that was never part of the original intent."},"complexity_factors":["Multiple layers of historical amendment spanning 1959 to 2023, requiring readers to understand the law at different points in time","Extensive cross-referencing to now-repealed or renamed legislation (Companies Act 1981, Corporations Law, various Securities Commission references)","Use of legal fictions ('taken to be') throughout — the law pretends certain regulatory steps happened automatically without normal process","Three separate but parallel privatisation processes (CBA, Development Bank, Superannuation Corporation) with similar but not identical structures","Time-dependent provisions (pre-conversion time, conversion time, cut-off time) that require understanding historical triggers from other Acts","Significant content duplication within the document itself, suggesting formatting or compilation issues that make navigation harder","Interaction with superannuation law, corporations law, banking law, and criminal law across Commonwealth, State and Territory jurisdictions","2023 amendment adds successor fund guarantee mechanics that interact with the Income Tax Assessment Act 1997 and Superannuation Industry (Supervision) Act 1993"],"plain_english_summary":"The Act is the legal record of the Commonwealth Bank’s conversion from a government-owned bank into a private, publicly listed company. It confirms CBA’s private status (including an exemption from using \"Limited\"), preserves a now‑mostly spent government guarantee for deposits/contracts made before the privatisation cut‑offs, and maintains an ongoing Commonwealth guarantee for payments from the old Officers Superannuation fund—recently extended to successor funds.\n\nIt mainly affects CBA, former and current employees with interests in the old super fund, and historical depositors."},"kimi_summary":{"_metrics":{"completionTokens":636},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act has expanded significantly from its original 1959 purpose of establishing Commonwealth banks as government authorities. The 1990 restructuring amendments and subsequent modifications transformed it into a privatisation and de-governmentalisation framework. The 2023 amendments further extended Commonwealth guarantees to successor superannuation funds, broadening the scope beyond the original three entities to cover transferred member interests in regulated funds."},"complexity_factors":["Multiple temporal triggers ('pre-conversion time', 'conversion time', 'commencement day') that activate different legal regimes","Extensive cross-referencing to repealed or superseded legislation (Companies Act 1981, Corporations Law, Corporations Act 2001)","Deeming provisions that create fictional legal states (e.g. bodies 'taken to be' registered, 'taken not to be' controlled)","Parallel conversion structures repeated across three separate entities with minor variations","Nested conditional logic in guarantee provisions (section 117) with multiple cut-off dates and successor fund rules","Interaction between statutory guarantees and trust deed governance for superannuation funds","Legislative references to bodies that no longer exist (National Companies and Securities Commission)"],"plain_english_summary":"This Act governs the **privatisation and corporate structure** of three Commonwealth-owned banking entities: the **Commonwealth Bank of Australia**, the **Commonwealth Development Bank of Australia**, and the **Commonwealth Bank Officers Superannuation Corporation**.\n\n**What it does:**\n\n- **Converts government banks into companies**: The Act sets out the legal machinery to transform these banks from Commonwealth authorities into ordinary public companies under corporations law. This includes creating share capital, issuing shares, and registering with the corporate regulator (now ASIC).\n\n- **Removes government control**: Despite the Commonwealth initially owning all shares, the Act **deems** that the government does **not** control these banks. They are treated as private entities, not \"Commonwealth authorities\" or \"public authorities\" — meaning normal government accountability rules don't apply.\n\n- **Protects depositors and superannuation members**: The Commonwealth **guarantees** payment of certain deposits made before specific cut-off dates, and guarantees superannuation benefits for fund members. A 2023 amendment extended this guarantee to successor superannuation funds when members' interests are transferred.\n\n- **Allows the banks to operate without \"Limited\" in their names**: The Commonwealth Bank can legally drop \"Limited\" from its name despite normal corporations law requiring it.\n\n**Who it affects:**\n- Former and current employees with superannuation entitlements\n- Depositors with pre-privatisation accounts\n- The banks themselves and their shareholders\n- The Australian government (which retains contingent liability through guarantees)\n\n**Why it matters:**\nThis is the legal foundation for one of Australia's largest privatisations. It created the framework that allowed the Commonwealth Bank to become a fully privatised, ASX-listed company while preserving certain government guarantees for historical obligations."}},"importantCases":[],"_links":{"self":"/api/acts/commonwealth-banks-act-1959","history":"/api/acts/commonwealth-banks-act-1959/history","analysis":"/api/acts/commonwealth-banks-act-1959/analysis","conflicts":"/api/acts/commonwealth-banks-act-1959/conflicts","importantCases":"/api/acts/commonwealth-banks-act-1959/important-cases","documents":"/api/acts/commonwealth-banks-act-1959/documents"}}