{"id":"F2017L01295","name":"Financial Sector (Business Transfer and Group Restructure) determination No. 1 of 2017","slug":"financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":144106,"registerId":"commonwealth-F2017L01295-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Financial Sector (Business Transfer and Group Restructure) determination No. 1 of 2017","content":"![](image.001.png)\n\nFinancial Sector (Business Transfer and Group Restructure) determination No. 1 of 2017\n\nFinancial Sector (Business Transfer and Group Restructure) Act 1999\n\nI, Wayne Byres, Chair of APRA, under section 46 of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (the Act) and subsection 33(3) of the Acts Interpretation Act 1901:\n\n    (a) REVOKE Financial Sector (Business Transfer and Group Restructure) determination No. 1 of 2007, including Transfer Rules No. 1 of 2007 made under that Determination; and\n\n    (b) MAKE Transfer Rules 2017 - Restructures, in the form set out in the Schedule, for the purposes of subsections 36B(3) and 36P(4) of the Act.\n\nThis instrument commences on the day it is registered on the Federal Register of Legislation.\n\nDated: 22 September 2017\n\n\\[Signed\\]\n\n………………………\n\nWayne Byres\n\nChair\n\nAPRA\n\nInterpretation\n\nIn this Determination:\n\nAPRA means the Australian Prudential Regulation Authority.\n\nSchedule\n\nTransfer Rules 2017 - Restructures comprises the 4 pages commencing on the following page.\n\n  \n\nTransfer Rules 2017 - Restructures\n\nFinancial Sector (Business Transfer and Group Restructure) Act 1999\n\nIntroduction\n\n1.  These Rules are made under section 46 of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (the Act). They apply to:\n\n(a) an application made by an operating body under subsection 36B(2) of the Act for a restructure approval; and\n\n(b) an application made by an operating body under subsection 36P(2) of the Act for an amendment to an internal transfer certificate.\n\nForm and content of application for a restructure approval\n\n2. For the purposes of subsection 36B(3) of the Act, an application for a restructure approval must be in the form prescribed, and contain the information required, by paragraph 3, subject to paragraph 4.\n\nNote: A copy of the application must be provided to APRA in addition to the Minister (subsection 36B(4) of the Act).\n\n3. An application by an operating body for a restructure approval must be in writing, signed by the CEO of the operating body, and contain or attach the following information, except where already provided to APRA in connection with a NOHC authorisation application:\n\n(a) the reasons for the proposed restructure; and\n\n(b) the name and ACN or ARBN of the operating body and the proposed name and ACN or ARBN (where known) of the NOHC to be established; and\n\n(c) a chart of the group of companies and ownership chain of companies headed:\n\n(i) at the time of application, by the operating body; and\n\n(ii) post restructure, by the proposed NOHC; and\n\n(d) where it is proposed that particular assets and liabilities will be, or are likely to be, transferred by way of internal transfer certificate, a schedule describing the relevant transferring and receiving bodies (to the extent known); and\n\n(e) where it is proposed that particular assets and liabilities will be, or are likely to be, transferred other than by way of internal transfer certificate, a description of the manner by which such transfers are to be effected, together with a schedule describing the relevant bodies (to the extent known); and\n\n(f) a statement as to how the proposed restructure arrangement will:\n\n(i) improve the operating body’s ability to meet its prudential requirements; and\n\n(ii) affect the interests of depositors or policy owners of the operating body, including any matters which may add to or detract from the safety and soundness of these interests. This must include:\n\n(A) details of any proposed transfer of deposits or policies from the operating body or any other regulated member of the group headed by the NOHC; and\n\n(B) to the extent known, particulars of the financial position of the operating body, both currently and projected upon completion of the restructure, including details of capital measures; and\n\n(C) to the extent known, particulars of the projected financial position of the NOHC, and its consolidated group, upon completion of the restructure, including details of capital measures; and\n\n(iii) affect the ability of APRA to supervise the operating body and to address risks to the operating body and other regulated members of the group headed by the NOHC; and\n\n(iv) affect the interests of the financial sector as a whole (to the extent known); and\n\n(g) a description of the proposed restructure process, including, to the extent known:\n\n(i) a list of required regulatory and court approvals, including the proposed timeframe for seeking such approvals and contingency plans should approvals not be obtained in timeframe proposed; and\n\n(ii) the proposed timetable for establishing any new receiving entities within the group, including the NOHC; and\n\n(h) details, to the extent known, of the composition of the board and senior management of:\n\n(i) the operating body, currently, and upon completion of, the restructure; and\n\n(ii) the NOHC; and\n\n(iii) any other prudentially regulated subsidiaries of the NOHC, both currently, and upon completion of the restructure; and\n\n(i) where the operating body, and proposed NOHC, are foreign owned, written advice from the home supervisor as to whether it consents to the establishment of the NOHC and the transfer of business proposed to be undertaken; and\n\n(j) if relief is to be sought in a restructure instrument under section 36G of the Act:\n\n(i) the names of the entities to be covered by the restructure instrument; and\n\n(ii) the nature of the relief sought; and\n\n(iii) the reasons for seeking it; and\n\n(k) any other information that the Minister, in writing, specifies must be included in the application.\n\n4. The Minister may:\n\n(a) waive a requirement for an operating body to provide particular information required by paragraph 3 where the Minister considers that the information is not necessary having regard to other information provided or the nature of the proposal; and\n\n(b) allow an operating body to supplement or vary information provided.\n\nForm and content of application for amendment of an internal transfer certificate\n\n5. For the purposes of subsection 36P(4) of the Act, an application for amendment of an internal transfer certificate must be in the form prescribed, and contain the information required, by paragraph 6, subject to paragraph 7.\n\n6. An application by an operating body for the amendment of an internal transfer certificate must be in writing, signed by the CEO of the operating body, and specify:\n\n(a) the requested change to be made to the internal transfer certificate; and\n\n(b) the names of all transferring and receiving bodies party to the amended certificate; and\n\n(c) the proposed date on which the transfers covered by the certificate are intended to take effect under the certificate as amended; and\n\n(d) the impact, if any, of any delay on the nature and amount of assets or liabilities covered by the internal transfer certificate; and\n\n(e) the reasons for the change; and\n\n(f) any other information that APRA, in writing, specifies must be included in the application.\n\n7. APRA may, in writing:\n\n(a) waive a requirement for an operating body to provide particular information required under paragraph 6 where APRA considers that the information is not necessary having regard to other information provided or the nature of the proposal; and\n\n(b) allow an operating body to supplement or vary information provided.\n\nInterpretation\n\n8. In these Transfer Rules:\n\nACN has the meaning in section 9 of the Corporations Act 2001.\n\nARBN has the meaning in section 9 of the Corporations Act 2001.\n\nCEO means the Chief Executive Officer of the operating body and, if the body does not have a person with the title of CEO or Chief Executive Officer, means the most senior executive officer of the body for the time being, irrespective of his or her title, and whether or not he or she is a member of the governing body of the body.\n\nNOHC authorisation application means an application by a body corporate to be:\n\n    (i) an authorised NOHC within the meaning of the Banking Act 1959;\n    (ii) an authorised NOHC within the meaning of the Insurance Act 1973; or\n    (iii) a registered NOHC within the meaning of the Life Insurance Act 1995.","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"This Determination expressly revokes Financial Sector (Business Transfer and Group Restructure) determination No.1 of 2007 and replaces it with Transfer Rules 2017 made under section 46. The new rules prescribe the form and detailed content of applications for restructure approvals (s36B) and amendments to internal transfer certificates (s36P), and formalise CEO-signature, disclosure and waiver mechanisms by the Minister or APRA."},"complexity_factors":["Revocation of prior Determination and replacement under section 46 (instrument-level change).","Detailed prescribed application contents for restructure approvals (paragraph 3) including reasons, group charts, financial projections, capital measures and transfer schedules.","Mandatory CEO signature and definition of CEO for applications (paragraph 3; Interpretation).","Separate, specific requirements for amendment applications to internal transfer certificates (paragraph 6) with APRA waiver power (paragraph 7).","Ministerial discretion to waive or allow variation of information for restructure applications (paragraph 4) and APRA/Minister specification powers (paragraphs 4, 7).","Cross-references to the Act (subsections 36B(3) and 36P(4)) and links to NOHC authorisation processes (Introduction, paragraph 2; Interpretation — NOHC authorisation application).","Additional procedural/operational items required (timetables, contingency plans, lists of regulatory and court approvals) increasing compliance detail (paragraph 3(g)).","Foreign-owned groups must provide home supervisor advice regarding consent for establishing a NOHC and transfers (paragraph 3(i))."],"plain_english_summary":"This instrument revokes the 2007 determination and replaces it with Transfer Rules 2017 that set the required form and content for operating bodies applying for a restructure approval or for amendment of an internal transfer certificate (under ss 36B and 36P). It requires the operating body’s CEO to sign and provide detailed financial, governance, timetable and transfer disclosures to the Minister and APRA; the Minister (and APRA for amendments) can waive or vary information requirements. Preparation costs fall on operating bodies; APRA and the Minister decide on waivers and approvals."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"This determination appears to be operating within its original intended scope. It is a procedural instrument made under section 46 of the Financial Sector (Business Transfer and Group Restructure) Act 1999, prescribing application requirements for restructure approvals and internal transfer certificate amendments. The 2017 version replaces the 2007 version but maintains the same fundamental purpose—setting out administrative requirements for corporate restructures in the financial sector. There is no evidence of scope creep beyond the original legislative intent."},"complexity_factors":["Moderate cross-referencing to parent Act (Financial Sector (Business Transfer and Group Restructure) Act 1999) and other legislation (Banking Act 1959, Insurance Act 1973, Life Insurance Act 1995, Corporations Act 2001)","8 defined terms in the interpretation section, including nested definitions (e.g., 'NOHC authorisation application' has 3 sub-definitions)","Conditional logic with waiver provisions (Minister or APRA can waive certain requirements)","Dual application structure covering two distinct processes (restructure approvals vs. internal transfer certificate amendments) with different approving authorities (Minister vs. APRA)","Extensive documentary requirements (11 categories of information for restructure applications, 6 for amendments) with 'to the extent known' qualifiers creating flexibility but also uncertainty","Reference to external regulatory concepts (prudential requirements, home supervisor, capital measures) assuming industry knowledge"],"plain_english_summary":"These APRA rules set out how banks and insurers must apply to create non‑operating holding companies or amend internal transfer certificates when reorganising corporate groups. They prescribe the information APRA and the Minister need to assess prudential impact, home‑regulator coordination, and protections for depositors and policyholders.\n\nThey affect Australian banks, general and life insurers, APRA and the Minister, and replace an older 2007 regime to strengthen supervision and financial‑system safety."}},"importantCases":[],"_links":{"self":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017","history":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017/history","analysis":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017/analysis","conflicts":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017/conflicts","importantCases":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017/important-cases","documents":"/api/acts/financial-sector-business-transfer-and-group-restructure-determination-no-1-of-2017/documents"}}