{"id":"qld:sl-2019-0058","name":"Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019","slug":"government-owned-corporations-generator-restructure-cleanco-regulation-2019","collection":"regulation","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"58 of 2019","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":173989,"registerId":"qld-sl-2019-0058-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis regulation may be cited as the Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019 .","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":"Purpose","content":"### sec.2 Purpose\n\nThe purpose of this regulation is to make provision for the following matters under the Act , section 161 —\nto transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;\nto make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;\nto ensure Stanwell remains liable for particular proceedings and liabilities;\nto transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;\nto make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;\nto ensure CS Energy remains liable for particular proceedings and liabilities;\nto provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .\n- (a) to transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;\n- (b) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;\n- (c) to ensure Stanwell remains liable for particular proceedings and liabilities;\n- (d) to transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;\n- (e) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;\n- (f) to ensure CS Energy remains liable for particular proceedings and liabilities;\n- (g) to provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .","sortOrder":2},{"sectionNumber":"sec.3","sectionType":"section","heading":"Dictionary","content":"### sec.3 Dictionary\n\nThe dictionary in schedule 1 defines particular words used in this regulation.","sortOrder":3},{"sectionNumber":"pt.2","sectionType":"part","heading":"Transfer of particular assets, liabilities, instruments and employees of Stanwell","content":"# Transfer of particular assets, liabilities, instruments and employees of Stanwell","sortOrder":4},{"sectionNumber":"sec.4","sectionType":"section","heading":"Definitions for part","content":"### sec.4 Definitions for part\n\nIn this part—\nexclusion schedule see section 11 (4) .\nrelevant departments means the departments of government administered by the shareholding Ministers for Stanwell.\ntransfer date means—\nfor the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or\nfor any other transfer schedule—the date fixed for the schedule under section 12 .\ntransfer schedule see section 11 (1) and (2) .\n- (a) for the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or\n- (b) for any other transfer schedule—the date fixed for the schedule under section 12 .","sortOrder":5},{"sectionNumber":"sec.5","sectionType":"section","heading":"Transferring assets","content":"### sec.5 Transferring assets\n\nThis section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.\nThe asset is transferred to the recipient entity for the asset on the transfer date.\nStanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.\nFor the purpose of accounting—\nStanwell must treat—\nthe transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\nthe value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\nthe recipient entity must treat—\nthe transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\nthe value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n(sec.5-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.\n(sec.5-ssec.2) The asset is transferred to the recipient entity for the asset on the transfer date.\n(sec.5-ssec.3) Stanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.\n(sec.5-ssec.4) For the purpose of accounting— Stanwell must treat— the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (a) Stanwell must treat— (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (b) the recipient entity must treat— (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.","sortOrder":6},{"sectionNumber":"sec.6","sectionType":"section","heading":"Transferring liabilities","content":"### sec.6 Transferring liabilities\n\nThis section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell—\nacquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or\nbeing party to an instrument identified, immediately before the transfer date, in the transfer schedule; or\nemploying an employee identified, immediately before the transfer date, in the transfer schedule.\nThis section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.\nHowever, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability—\nhas been discharged or otherwise satisfied; or\nis mentioned in an exclusion schedule.\nSee also section 10 .\nStanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.\nStanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.\nFor the purpose of accounting—\nStanwell must treat—\nthe assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\nthe value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\nthe recipient entity must treat—\nthe assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\nthe value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n(sec.6-ssec.1) This section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell— acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or employing an employee identified, immediately before the transfer date, in the transfer schedule.\n(sec.6-ssec.2) This section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.\n(sec.6-ssec.3) However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability— has been discharged or otherwise satisfied; or is mentioned in an exclusion schedule. See also section 10 .\n(sec.6-ssec.4) Stanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.\n(sec.6-ssec.5) Stanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.\n(sec.6-ssec.6) For the purpose of accounting— Stanwell must treat— the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (a) acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or\n- (b) being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or\n- (c) employing an employee identified, immediately before the transfer date, in the transfer schedule.\n- (a) has been discharged or otherwise satisfied; or\n- (b) is mentioned in an exclusion schedule.\n- (a) Stanwell must treat— (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (b) the recipient entity must treat— (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.\n- (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and\n- (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.","sortOrder":7},{"sectionNumber":"sec.7","sectionType":"section","heading":"Transferring instruments","content":"### sec.7 Transferring instruments\n\nThis section applies if, immediately before the transfer date for a transfer schedule—\nthe transfer schedule identifies an instrument relating to Stanwell; and\nthe instrument is still in effect.\nThe instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.\nStanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.\nWithout limiting subsection (2) , on and from the transfer date—\nany right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and\na benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and\nthe recipient entity is taken to be a party to the instrument instead of Stanwell; and\na reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and\na reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and\nan amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.\nHowever, nothing in this section imposes a liability on the recipient entity to the extent that—\nthe liability has not been transferred to the recipient entity under section 6 ; or\nStanwell is liable for the liability under section 10 .\n(sec.7-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule— the transfer schedule identifies an instrument relating to Stanwell; and the instrument is still in effect.\n(sec.7-ssec.2) The instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.\n(sec.7-ssec.3) Stanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.\n(sec.7-ssec.4) Without limiting subsection (2) , on and from the transfer date— any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and the recipient entity is taken to be a party to the instrument instead of Stanwell; and a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.\n(sec.7-ssec.5) However, nothing in this section imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 6 ; or Stanwell is liable for the liability under section 10 .\n- (a) the transfer schedule identifies an instrument relating to Stanwell; and\n- (b) the instrument is still in effect.\n- (a) any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and\n- (b) a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and\n- (c) the recipient entity is taken to be a party to the instrument instead of Stanwell; and\n- (d) a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and\n- (e) a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and\n- (f) an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.\n- (a) the liability has not been transferred to the recipient entity under section 6 ; or\n- (b) Stanwell is liable for the liability under section 10 .","sortOrder":8},{"sectionNumber":"sec.8","sectionType":"section","heading":"Transferring employees","content":"### sec.8 Transferring employees\n\nThis section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of Stanwell.\nThe employee becomes an employee of the recipient entity for the employee, and is no longer an employee of Stanwell, on and from the transfer date.\nStanwell and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.\nThe transfer of the employee under subsection (2) does not—\naffect the employee’s benefits, entitlements or remuneration; or\nprejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or\ninterrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or\nconstitute a termination of employment by Stanwell or a retrenchment or redundancy; or\nentitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or\nrequire Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.\n(sec.8-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of Stanwell.\n(sec.8-ssec.2) The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of Stanwell, on and from the transfer date.\n(sec.8-ssec.3) Stanwell and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.\n(sec.8-ssec.4) The transfer of the employee under subsection (2) does not— affect the employee’s benefits, entitlements or remuneration; or prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or constitute a termination of employment by Stanwell or a retrenchment or redundancy; or entitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or require Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.\n- (a) affect the employee’s benefits, entitlements or remuneration; or\n- (b) prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or\n- (c) interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or\n- (d) constitute a termination of employment by Stanwell or a retrenchment or redundancy; or\n- (e) entitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or\n- (f) require Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.","sortOrder":9},{"sectionNumber":"sec.9","sectionType":"section","heading":"Successor in law and new liability","content":"### sec.9 Successor in law and new liability\n\nThe recipient entity of an asset, liability or instrument transferred under this part is the successor in law of Stanwell in relation to the asset, liability or instrument.\nHowever, nothing in subsection (1) imposes a liability on the recipient entity to the extent that—\nthe liability has not been transferred to the recipient entity under section 6 ; or\nStanwell is liable for the liability under section 10 .\nThe recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer.\nHowever, see section 10 .\n(sec.9-ssec.1) The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of Stanwell in relation to the asset, liability or instrument.\n(sec.9-ssec.2) However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 6 ; or Stanwell is liable for the liability under section 10 .\n(sec.9-ssec.3) The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer. However, see section 10 .\n- (a) the liability has not been transferred to the recipient entity under section 6 ; or\n- (b) Stanwell is liable for the liability under section 10 .","sortOrder":10},{"sectionNumber":"sec.10","sectionType":"section","heading":"Current proceedings","content":"### sec.10 Current proceedings\n\nIf a proceeding by or against Stanwell, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer—\nthe proceeding must be continued and concluded by or against Stanwell; and\nStanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of—\nthe proceeding; or\na judgment debt\na liability incurred as a result of discontinuing the proceeding\ncosts of the proceeding\nan act or omission that is the subject of the proceeding.\nThis section applies despite anything else in this part.\n(sec.10-ssec.1) If a proceeding by or against Stanwell, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer— the proceeding must be continued and concluded by or against Stanwell; and Stanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of— the proceeding; or a judgment debt a liability incurred as a result of discontinuing the proceeding costs of the proceeding an act or omission that is the subject of the proceeding.\n(sec.10-ssec.2) This section applies despite anything else in this part.\n- (a) the proceeding must be continued and concluded by or against Stanwell; and\n- (b) Stanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of— (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding (ii) an act or omission that is the subject of the proceeding.\n- (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding\n- (ii) an act or omission that is the subject of the proceeding.\n- (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding\n- (ii) an act or omission that is the subject of the proceeding.\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding","sortOrder":11},{"sectionNumber":"sec.11","sectionType":"section","heading":"Preparation of transfer schedules and exclusion schedules","content":"### sec.11 Preparation of transfer schedules and exclusion schedules\n\nThe relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.\nStanwell and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters—\nassets to be transferred under this part;\nliabilities to be transferred under this part;\ninstruments to be applied under this part;\nemployees to be transferred under this part.\nSee section 12 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.\nMore than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part—\non different days; or\nto different entities.\nStanwell and CleanCo may jointly prepare a schedule (an exclusion schedule )—\nidentifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and\nstating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\nMore than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .\nStanwell and CleanCo must—\ngive each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and\ncooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and\ncomply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and\nhold copies of the final version of each transfer schedule and exclusion schedule; and\nensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.\nA transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.\n(sec.11-ssec.1) The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.\n(sec.11-ssec.2) Stanwell and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters— assets to be transferred under this part; liabilities to be transferred under this part; instruments to be applied under this part; employees to be transferred under this part. See section 12 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.\n(sec.11-ssec.3) More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part— on different days; or to different entities.\n(sec.11-ssec.4) Stanwell and CleanCo may jointly prepare a schedule (an exclusion schedule )— identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\n(sec.11-ssec.5) More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .\n(sec.11-ssec.6) Stanwell and CleanCo must— give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and hold copies of the final version of each transfer schedule and exclusion schedule; and ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.\n(sec.11-ssec.7) A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.\n- (a) assets to be transferred under this part;\n- (b) liabilities to be transferred under this part;\n- (c) instruments to be applied under this part;\n- (d) employees to be transferred under this part.\n- (a) on different days; or\n- (b) to different entities.\n- (a) identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and\n- (b) stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\n- (a) give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and\n- (b) cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and\n- (c) comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and\n- (d) hold copies of the final version of each transfer schedule and exclusion schedule; and\n- (e) ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.","sortOrder":12},{"sectionNumber":"sec.12","sectionType":"section","heading":"Fixing transfer dates for particular transfer schedules","content":"### sec.12 Fixing transfer dates for particular transfer schedules\n\nThe shareholding Ministers for Stanwell and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 11 (2) takes effect.\nHowever, the date fixed must not be before 10 May 2019 or after 1 July 2021.\nThe notice has effect on the day it is published in the gazette.\nThe date fixed may be the day the notice is published in the gazette or a later date stated in the notice.\nThe notice must identify the transfer schedule to which it applies.\n(sec.12-ssec.1) The shareholding Ministers for Stanwell and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 11 (2) takes effect.\n(sec.12-ssec.2) However, the date fixed must not be before 10 May 2019 or after 1 July 2021.\n(sec.12-ssec.3) The notice has effect on the day it is published in the gazette.\n(sec.12-ssec.4) The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.\n(sec.12-ssec.5) The notice must identify the transfer schedule to which it applies.","sortOrder":13},{"sectionNumber":"sec.13","sectionType":"section","heading":"Correction of errors","content":"### sec.13 Correction of errors\n\nAt any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of Stanwell and the shareholding Ministers for CleanCo may jointly—\ncorrect a minor error in—\nthe transfer schedule; or\nan exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\ncorrect the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or\ncorrection of the real property description of an asset\ncorrect the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\ncorrect an error in the accounts of Stanwell or a recipient entity relating to the value of—\nan asset, liability or instrument identified in the transfer schedule; or\nan associated liability for an asset, instrument or employee identified in the transfer schedule.\nThe correction or change is taken to have been made immediately before the transfer date.\n(sec.13-ssec.1) At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of Stanwell and the shareholding Ministers for CleanCo may jointly— correct a minor error in— the transfer schedule; or an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or correction of the real property description of an asset correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or correct an error in the accounts of Stanwell or a recipient entity relating to the value of— an asset, liability or instrument identified in the transfer schedule; or an associated liability for an asset, instrument or employee identified in the transfer schedule.\n(sec.13-ssec.2) The correction or change is taken to have been made immediately before the transfer date.\n- (a) correct a minor error in— (i) the transfer schedule; or (ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\n- (i) the transfer schedule; or\n- (ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\n- (b) correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or Example— correction of the real property description of an asset\n- (c) correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\n- (d) correct an error in the accounts of Stanwell or a recipient entity relating to the value of— (i) an asset, liability or instrument identified in the transfer schedule; or (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.\n- (i) an asset, liability or instrument identified in the transfer schedule; or\n- (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.\n- (i) the transfer schedule; or\n- (ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or\n- (i) an asset, liability or instrument identified in the transfer schedule; or\n- (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.","sortOrder":14},{"sectionNumber":"pt.3","sectionType":"part","heading":"Transfer of particular assets, liabilities, instruments and employees of CS Energy","content":"# Transfer of particular assets, liabilities, instruments and employees of CS Energy","sortOrder":15},{"sectionNumber":"sec.14","sectionType":"section","heading":"Definitions for part","content":"### sec.14 Definitions for part\n\nIn this part—\nexclusion schedule see section 21 (4) .\nrelevant departments means the departments of government administered by the shareholding Ministers for CS Energy.\ntransfer date means—\nfor the transfer schedule prepared by the relevant departments under section 21 (1) —9 May 2019; or\nfor any other transfer schedule—the date fixed for the schedule under section 22 .\ntransfer schedule see section 21 (1) and (2) .\n- (a) for the transfer schedule prepared by the relevant departments under section 21 (1) —9 May 2019; or\n- (b) for any other transfer schedule—the date fixed for the schedule under section 22 .","sortOrder":16},{"sectionNumber":"sec.15","sectionType":"section","heading":"Transferring assets","content":"### sec.15 Transferring assets\n\nThis section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of CS Energy.\nThe asset is transferred to the recipient entity for the asset on the transfer date.\nCS Energy and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.\nFor the purpose of accounting—\nCS Energy must treat—\nthe transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\nthe value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\nthe recipient entity must treat—\nthe transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\nthe value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n(sec.15-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of CS Energy.\n(sec.15-ssec.2) The asset is transferred to the recipient entity for the asset on the transfer date.\n(sec.15-ssec.3) CS Energy and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.\n(sec.15-ssec.4) For the purpose of accounting— CS Energy must treat— the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and the recipient entity must treat— the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (a) CS Energy must treat— (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (b) the recipient entity must treat— (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.","sortOrder":17},{"sectionNumber":"sec.16","sectionType":"section","heading":"Transferring liabilities","content":"### sec.16 Transferring liabilities\n\nThis section applies to a liability of CS Energy, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of CS Energy—\nacquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or\nbeing party to an instrument identified, immediately before the transfer date, in the transfer schedule; or\nemploying an employee identified, immediately before the transfer date, in the transfer schedule.\nThis section also applies to a liability of CS Energy if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.\nHowever, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability—\nhas been discharged or otherwise satisfied; or\nis mentioned in an exclusion schedule.\nSee also section 20 .\nCS Energy is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.\nCS Energy and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.\nFor the purpose of accounting—\nCS Energy must treat—\nthe assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\nthe value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\nthe recipient entity must treat—\nthe assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\nthe value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n(sec.16-ssec.1) This section applies to a liability of CS Energy, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of CS Energy— acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or employing an employee identified, immediately before the transfer date, in the transfer schedule.\n(sec.16-ssec.2) This section also applies to a liability of CS Energy if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.\n(sec.16-ssec.3) However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability— has been discharged or otherwise satisfied; or is mentioned in an exclusion schedule. See also section 20 .\n(sec.16-ssec.4) CS Energy is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.\n(sec.16-ssec.5) CS Energy and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.\n(sec.16-ssec.6) For the purpose of accounting— CS Energy must treat— the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and the recipient entity must treat— the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (a) acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or\n- (b) being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or\n- (c) employing an employee identified, immediately before the transfer date, in the transfer schedule.\n- (a) has been discharged or otherwise satisfied; or\n- (b) is mentioned in an exclusion schedule.\n- (a) CS Energy must treat— (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (b) the recipient entity must treat— (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.\n- (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and\n- (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and\n- (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.","sortOrder":18},{"sectionNumber":"sec.17","sectionType":"section","heading":"Transferring instruments","content":"### sec.17 Transferring instruments\n\nThis section applies if, immediately before the transfer date for a transfer schedule—\nthe transfer schedule identifies an instrument relating to CS Energy; and\nthe instrument is still in effect.\nThe instrument applies to the recipient entity for the instrument instead of CS Energy on and from the transfer date.\nCS Energy, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.\nWithout limiting subsection (2) , on and from the transfer date—\nany right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and\na benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and\nthe recipient entity is taken to be a party to the instrument instead of CS Energy; and\na reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and\na reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and\nan amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.\nHowever, nothing in this section imposes a liability on the recipient entity to the extent that—\nthe liability has not been transferred to the recipient entity under section 16 ; or\nCS Energy is liable for the liability under section 20 .\n(sec.17-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule— the transfer schedule identifies an instrument relating to CS Energy; and the instrument is still in effect.\n(sec.17-ssec.2) The instrument applies to the recipient entity for the instrument instead of CS Energy on and from the transfer date.\n(sec.17-ssec.3) CS Energy, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.\n(sec.17-ssec.4) Without limiting subsection (2) , on and from the transfer date— any right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and a benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and the recipient entity is taken to be a party to the instrument instead of CS Energy; and a reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and a reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and an amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.\n(sec.17-ssec.5) However, nothing in this section imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 16 ; or CS Energy is liable for the liability under section 20 .\n- (a) the transfer schedule identifies an instrument relating to CS Energy; and\n- (b) the instrument is still in effect.\n- (a) any right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and\n- (b) a benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and\n- (c) the recipient entity is taken to be a party to the instrument instead of CS Energy; and\n- (d) a reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and\n- (e) a reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and\n- (f) an amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.\n- (a) the liability has not been transferred to the recipient entity under section 16 ; or\n- (b) CS Energy is liable for the liability under section 20 .","sortOrder":19},{"sectionNumber":"sec.18","sectionType":"section","heading":"Transferring employees","content":"### sec.18 Transferring employees\n\nThis section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of CS Energy.\nThe employee becomes an employee of the recipient entity for the employee, and is no longer an employee of CS Energy, on and from the transfer date.\nCS Energy and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.\nThe transfer of the employee under subsection (2) does not—\naffect the employee’s benefits, entitlements or remuneration; or\nprejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or\ninterrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or\nconstitute a termination of employment by CS Energy or a retrenchment or redundancy; or\nentitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or\nrequire CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.\n(sec.18-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of CS Energy.\n(sec.18-ssec.2) The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of CS Energy, on and from the transfer date.\n(sec.18-ssec.3) CS Energy and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.\n(sec.18-ssec.4) The transfer of the employee under subsection (2) does not— affect the employee’s benefits, entitlements or remuneration; or prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or constitute a termination of employment by CS Energy or a retrenchment or redundancy; or entitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or require CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.\n- (a) affect the employee’s benefits, entitlements or remuneration; or\n- (b) prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or\n- (c) interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or\n- (d) constitute a termination of employment by CS Energy or a retrenchment or redundancy; or\n- (e) entitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or\n- (f) require CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.","sortOrder":20},{"sectionNumber":"sec.19","sectionType":"section","heading":"Successor in law and new liability","content":"### sec.19 Successor in law and new liability\n\nThe recipient entity of an asset, liability or instrument transferred under this part is the successor in law of CS Energy in relation to the asset, liability or instrument.\nHowever, nothing in subsection (1) imposes a liability on the recipient entity to the extent that—\nthe liability has not been transferred to the recipient entity under section 16 ; or\nCS Energy is liable for the liability under section 20 .\nThe recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer.\nHowever, see section 20 .\n(sec.19-ssec.1) The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of CS Energy in relation to the asset, liability or instrument.\n(sec.19-ssec.2) However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 16 ; or CS Energy is liable for the liability under section 20 .\n(sec.19-ssec.3) The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer. However, see section 20 .\n- (a) the liability has not been transferred to the recipient entity under section 16 ; or\n- (b) CS Energy is liable for the liability under section 20 .","sortOrder":21},{"sectionNumber":"sec.20","sectionType":"section","heading":"Current proceedings","content":"### sec.20 Current proceedings\n\nIf a proceeding by or against CS Energy, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer—\nthe proceeding must be continued and concluded by or against CS Energy; and\nCS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of—\nthe proceeding; or\na judgment debt\na liability incurred as a result of discontinuing the proceeding\ncosts of the proceeding\nan act or omission that is the subject of the proceeding.\nThis section applies despite anything else in this part.\n(sec.20-ssec.1) If a proceeding by or against CS Energy, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer— the proceeding must be continued and concluded by or against CS Energy; and CS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of— the proceeding; or a judgment debt a liability incurred as a result of discontinuing the proceeding costs of the proceeding an act or omission that is the subject of the proceeding.\n(sec.20-ssec.2) This section applies despite anything else in this part.\n- (a) the proceeding must be continued and concluded by or against CS Energy; and\n- (b) CS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of— (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding (ii) an act or omission that is the subject of the proceeding.\n- (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding\n- (ii) an act or omission that is the subject of the proceeding.\n- (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding\n- (ii) an act or omission that is the subject of the proceeding.\n- 1 a judgment debt\n- 2 a liability incurred as a result of discontinuing the proceeding\n- 3 costs of the proceeding","sortOrder":22},{"sectionNumber":"sec.21","sectionType":"section","heading":"Preparation of transfer schedules and exclusion schedules","content":"### sec.21 Preparation of transfer schedules and exclusion schedules\n\nThe relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.\nCS Energy and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters—\nassets to be transferred under this part;\nliabilities to be transferred under this part;\ninstruments to be applied under this part;\nemployees to be transferred under this part.\nSee section 22 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.\nMore than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part—\non different days; or\nto different entities.\nCS Energy and CleanCo may jointly prepare a schedule (an exclusion schedule )—\nidentifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and\nstating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\nMore than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .\nCS Energy and CleanCo must—\ngive each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and\ncooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and\ncomply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and\nhold copies of the final version of each transfer schedule and exclusion schedule; and\nensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.\nA transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.\n(sec.21-ssec.1) The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.\n(sec.21-ssec.2) CS Energy and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters— assets to be transferred under this part; liabilities to be transferred under this part; instruments to be applied under this part; employees to be transferred under this part. See section 22 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.\n(sec.21-ssec.3) More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part— on different days; or to different entities.\n(sec.21-ssec.4) CS Energy and CleanCo may jointly prepare a schedule (an exclusion schedule )— identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\n(sec.21-ssec.5) More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .\n(sec.21-ssec.6) CS Energy and CleanCo must— give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and hold copies of the final version of each transfer schedule and exclusion schedule; and ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.\n(sec.21-ssec.7) A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.\n- (a) assets to be transferred under this part;\n- (b) liabilities to be transferred under this part;\n- (c) instruments to be applied under this part;\n- (d) employees to be transferred under this part.\n- (a) on different days; or\n- (b) to different entities.\n- (a) identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and\n- (b) stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.\n- (a) give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and\n- (b) cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and\n- (c) comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and\n- (d) hold copies of the final version of each transfer schedule and exclusion schedule; and\n- (e) ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.","sortOrder":23},{"sectionNumber":"sec.22","sectionType":"section","heading":"Fixing transfer dates for particular transfer schedules","content":"### sec.22 Fixing transfer dates for particular transfer schedules\n\nThe shareholding Ministers for CS Energy and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 21 (2) takes effect.\nHowever, the date fixed must not be before 10 May 2019 or after 1 July 2021.\nThe notice has effect on the day it is published in the gazette.\nThe date fixed may be the day the notice is published in the gazette or a later date stated in the notice.\nThe notice must identify the transfer schedule to which it applies.\n(sec.22-ssec.1) The shareholding Ministers for CS Energy and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 21 (2) takes effect.\n(sec.22-ssec.2) However, the date fixed must not be before 10 May 2019 or after 1 July 2021.\n(sec.22-ssec.3) The notice has effect on the day it is published in the gazette.\n(sec.22-ssec.4) The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.\n(sec.22-ssec.5) The notice must identify the transfer schedule to which it applies.","sortOrder":24},{"sectionNumber":"sec.23","sectionType":"section","heading":"Correction of errors","content":"### sec.23 Correction of errors\n\nAt any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of CS Energy and the shareholding Ministers for CleanCo may jointly—\ncorrect a minor error in—\nthe transfer schedule; or\nan exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\ncorrect the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or\ncorrection of the real property description of an asset\ncorrect the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\ncorrect an error in the accounts of CS Energy or a recipient entity relating to the value of—\nan asset, liability or instrument identified in the transfer schedule; or\nan associated liability for an asset, instrument or employee identified in the transfer schedule.\nThe correction or change is taken to have been made immediately before the transfer date.\n(sec.23-ssec.1) At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of CS Energy and the shareholding Ministers for CleanCo may jointly— correct a minor error in— the transfer schedule; or an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or correction of the real property description of an asset correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or correct an error in the accounts of CS Energy or a recipient entity relating to the value of— an asset, liability or instrument identified in the transfer schedule; or an associated liability for an asset, instrument or employee identified in the transfer schedule.\n(sec.23-ssec.2) The correction or change is taken to have been made immediately before the transfer date.\n- (a) correct a minor error in— (i) the transfer schedule; or (ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\n- (i) the transfer schedule; or\n- (ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\n- (b) correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or Example— correction of the real property description of an asset\n- (c) correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\n- (d) correct an error in the accounts of CS Energy or a recipient entity relating to the value of— (i) an asset, liability or instrument identified in the transfer schedule; or (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.\n- (i) an asset, liability or instrument identified in the transfer schedule; or\n- (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.\n- (i) the transfer schedule; or\n- (ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or\n- (i) an asset, liability or instrument identified in the transfer schedule; or\n- (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.","sortOrder":25},{"sectionNumber":"pt.4","sectionType":"part","heading":"Miscellaneous","content":"# Miscellaneous","sortOrder":26},{"sectionNumber":"sec.24","sectionType":"section","heading":"Registering authority to note transfers","content":"### sec.24 Registering authority to note transfers\n\nThis section applies to an asset, liability or instrument transferred, under this regulation, to a recipient entity.\nA registering authority—\nmay, without formal application, register or record the transfer in an appropriate way; and\nmust, on written application by the recipient entity, register or record the transfer in an appropriate way.\nThe recipient entity must comply with the procedures required by the registering authority for the purpose of registering or recording the transfer.\nThe registering authority may require the recipient entity to complete and submit a particular form.\nIn this section—\nregistering authority means the registrar of titles or another entity required or authorised by law to register or record transactions affecting assets, liabilities or instruments.\nregistrar of titles means—\nthe registrar of titles under the Land Title Act 1994 ; or\nanother person who is responsible for keeping, under another Act, a register of interests in land.\n(sec.24-ssec.1) This section applies to an asset, liability or instrument transferred, under this regulation, to a recipient entity.\n(sec.24-ssec.2) A registering authority— may, without formal application, register or record the transfer in an appropriate way; and must, on written application by the recipient entity, register or record the transfer in an appropriate way.\n(sec.24-ssec.3) The recipient entity must comply with the procedures required by the registering authority for the purpose of registering or recording the transfer. The registering authority may require the recipient entity to complete and submit a particular form.\n(sec.24-ssec.4) In this section— registering authority means the registrar of titles or another entity required or authorised by law to register or record transactions affecting assets, liabilities or instruments. registrar of titles means— the registrar of titles under the Land Title Act 1994 ; or another person who is responsible for keeping, under another Act, a register of interests in land.\n- (a) may, without formal application, register or record the transfer in an appropriate way; and\n- (b) must, on written application by the recipient entity, register or record the transfer in an appropriate way.\n- (a) the registrar of titles under the Land Title Act 1994 ; or\n- (b) another person who is responsible for keeping, under another Act, a register of interests in land.","sortOrder":27}],"analysis":{"issue_detection":{"absurdities":[{"type":"self_contradicting","section":"sec.8(4)(f) and sec.18(4)(f)","severity":"medium","reasoning":"Section 8(4)(b) says the transfer does not prejudice existing or accruing rights to leave. Section 8(4)(f) says Stanwell need not make any payment for accrued leave regardless of any arrangement. If an employee has a contractual arrangement entitling them to a payout of accrued leave on transfer, s.8(4)(f) overrides it, which directly prejudices the employee's existing rights contrary to s.8(4)(b). The phrase 'regardless of any arrangement' is particularly aggressive in nullifying contractual entitlements that s.8(4)(b) purports to protect.","confidence":0.72,"description":"The regulation simultaneously preserves employees' accrued leave entitlements (s.8(4)(b)) while providing that Stanwell/CS Energy is not required to make any payment in relation to accrued leave 'regardless of any arrangement between Stanwell and the employee' (s.8(4)(f)). This creates a situation where the entitlement is preserved but the entity responsible for honouring it is simultaneously relieved of the obligation to pay it, and the recipient entity inherits an accrued leave obligation with no clear funding mechanism from the transferor."},{"type":"other","section":"sec.11(1) and sec.11(6)","severity":"low","reasoning":"The cooperation and information-sharing obligations in s.11(6) apply generically but the initial transfer schedule under s.11(1) is prepared solely by the relevant departments. The mandatory 'must' obligations in s.11(6) sit awkwardly against the unilateral departmental power in s.11(1), creating an asymmetry where cooperation is compelled for joint schedules but irrelevant for the most time-critical initial schedule.","confidence":0.6,"description":"Section 11(6) imposes a mandatory obligation on Stanwell and CleanCo to cooperate in preparing transfer schedules and to comply with requests from relevant departments. However, section 11(1) gives the relevant departments a unilateral power to prepare the initial transfer schedule without requiring any participation from Stanwell or CleanCo. The mandatory cooperation obligation in s.11(6) is therefore partially hollow for the initial schedule, as the departments can bypass Stanwell and CleanCo entirely."},{"type":"other","section":"sec.12(3) and sec.12(4)","severity":"low","reasoning":"The distinction between when the notice 'has effect' and when the transfer date is 'fixed' to occur is not clearly drawn. While a purposive reading suggests the notice takes legal effect immediately but the transfer happens on the fixed future date, the drafting conflates these two distinct legal moments, potentially creating uncertainty about the operative date.","confidence":0.55,"description":"Section 12(3) states the gazette notice 'has effect on the day it is published in the gazette.' Section 12(4) states the date fixed 'may be the day the notice is published in the gazette or a later date stated in the notice.' This creates an ambiguity: the notice has legal effect on publication day, but the transfer date it fixes can be a later day. It is unclear whether the transfer itself occurs on the later date or whether the notice's legal effect triggers the transfer immediately on publication regardless of the stated future date."},{"type":"retroactive_impossibility","section":"sec.13(2) and sec.23(2)","severity":"medium","reasoning":"A correction made, say, 11 months after transfer is deemed to have occurred before the transfer date. This retroactive deeming could unwind transactions, alter liability positions, or affect third-party rights that arose during those 11 months based on the original (erroneous) position. There is no savings provision protecting third-party rights acquired in reliance on the pre-correction position, making compliance with intervening legal obligations potentially impossible to reconcile.","confidence":0.75,"description":"The correction power allows corrections to be made 'at any time within 1 year after the transfer date' and deems them to have been made 'immediately before the transfer date.' This creates a retroactive legal fiction that could alter legal rights and obligations that have vested in the intervening period. Third parties dealing with the transferred assets or liabilities in good faith during that year could find the legal position retrospectively altered without their knowledge or consent."},{"type":"self_contradicting","section":"sec.9(3) and sec.10","severity":"medium","reasoning":"The interaction between s.9(3)'s broad successor liability for post-transfer liabilities and s.10's carve-out for proceeding-related liabilities (including acts or omissions that are the subject of a proceeding) could produce genuine uncertainty. An act or omission giving rise to a post-transfer liability could be both connected to a transferred asset (triggering s.9(3) recipient liability) and be the subject of an ongoing proceeding (triggering s.10 Stanwell liability). The 'however, see section 10' cross-reference acknowledges the tension but does not resolve the overlap.","confidence":0.68,"description":"Section 9(3) states the recipient entity is liable for liabilities 'that arise on or after the transfer' relating to transferred assets. Section 10 carves out liability for ongoing proceedings, making Stanwell liable for liabilities arising 'after the transfer' as a result of proceedings. This means a post-transfer liability can simultaneously be the recipient entity's responsibility under s.9(3) and Stanwell's responsibility under s.10, with no clear mechanism for resolving the overlap where a post-transfer liability has both a connection to a transferred asset and to an ongoing proceeding."},{"type":"other","section":"sec.11(5) and sec.21(5)","severity":"low","reasoning":"The drafting ties the number of permissible exclusion schedules to the number of transfer schedules, but these are conceptually independent instruments. The restriction appears to lack a principled basis and could create practical difficulties where a single transfer schedule requires multiple exclusion schedules for administrative clarity.","confidence":0.5,"description":"The provision states 'More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2).' This logically implies that if only 1 transfer schedule is prepared under subsection (2), only 1 exclusion schedule can be prepared. However, a single transfer schedule could logically require more than one exclusion schedule (e.g., for different classes of liabilities or different recipient entities), creating an unnecessary and arbitrary constraint."}],"contradictions":[{"severity":"medium","section_a":"sec.8(4)(b)","section_b":"sec.8(4)(f)","confidence":0.72,"description":"Section 8(4)(b) preserves the employee's existing or accruing rights to leave, while s.8(4)(f) provides that Stanwell is not required to make any payment in relation to accrued leave 'regardless of any arrangement between Stanwell and the employee.' Where an employee has an arrangement entitling them to payment for accrued leave upon transfer, s.8(4)(f) directly contradicts the protection afforded by s.8(4)(b). The same contradiction exists in ss.18(4)(b) and 18(4)(f) for CS Energy employees."},{"severity":"high","section_a":"sec.9(3)","section_b":"sec.10(1)(b)","confidence":0.75,"description":"Section 9(3) makes the recipient entity liable for liabilities relating to transferred assets that arise on or after the transfer. Section 10(1)(b) makes Stanwell liable for liabilities that 'arise after the transfer' as a result of ongoing proceedings or acts/omissions subject to those proceedings. Both provisions can apply simultaneously to a post-transfer liability connected to a transferred asset where there is an ongoing proceeding, creating directly contradictory liability assignments with no resolution mechanism. The same contradiction exists between ss.19(3) and 20(1)(b) for CS Energy."},{"severity":"medium","section_a":"sec.6(4)","section_b":"sec.10(1)(b)","confidence":0.65,"description":"Section 6(4) releases Stanwell from transferred liabilities on the transfer date absolutely. Section 10(1)(b) imposes ongoing liability on Stanwell for liabilities arising after the transfer as a result of proceedings relating to transferred assets, liabilities, instruments or employees. The absolute release in s.6(4) is directly contradicted by s.10's imposition of post-transfer liability on Stanwell, though s.10(2)'s override clause partially acknowledges but does not fully resolve this tension. The same applies to ss.16(4) and 20(1)(b) for CS Energy."},{"severity":"medium","section_a":"sec.5(4)(a)(ii)","section_b":"sec.13(2)","confidence":0.7,"description":"Section 5(4)(a)(ii) requires Stanwell to record the value of transferred assets as the value in accounts 'for the day immediately before the transfer date.' Section 13(2) deems corrections made up to one year post-transfer to have been made 'immediately before the transfer date,' which could alter the recorded value. This creates a contradiction: the accounting treatment is fixed at the pre-transfer value under s.5(4), but corrections under s.13 can retroactively change what that pre-transfer value was, undermining the certainty s.5(4) is designed to provide. The same applies to ss.15(4) and 23(2) for CS Energy."},{"severity":"medium","section_a":"sec.7(2)","section_b":"sec.7(5)","confidence":0.68,"description":"Section 7(2) provides that an identified instrument 'applies to the recipient entity instead of Stanwell' from the transfer date, effecting a complete substitution. Section 7(5) then limits this by providing that nothing in s.7 imposes liability on the recipient entity to the extent the liability was not transferred under s.6 or Stanwell remains liable under s.10. This creates a contradiction where the instrument nominally applies to the recipient entity in full (s.7(2)) but the liabilities under that same instrument may remain with Stanwell (s.7(5)), meaning the instrument cannot be said to fully 'apply to the recipient entity instead of Stanwell.' Counterparties face uncertainty about who bears liability under a nominally transferred instrument."}]},"summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The regulation does precisely what its stated purpose describes: it provides the legal mechanics to transfer specific assets, liabilities, contracts, and employees from Stanwell Corporation and CS Energy to the newly created CleanCo. There is no evidence of scope creep or departure from the original intent. The structure is tightly focused on the generator restructure task, with provisions that directly correspond to each stated purpose."},"complexity_factors":["Dual parallel structure: the regulation essentially repeats itself twice (once for Stanwell transfers in Part 2, once for CS Energy transfers in Part 3), creating a large volume of near-identical provisions that must be cross-referenced","Multiple interlocking documents: the regulation only makes sense alongside 'transfer schedules' and 'exclusion schedules' that are not published in the regulation itself, making it impossible to know precisely what transferred without those separate documents","Nuanced liability split: the boundary between which liabilities transfer to CleanCo and which stay with the original companies (especially for ongoing legal proceedings) requires careful parsing of multiple cross-referenced sections","Accounting treatment requirements: specific rules about how assets and liabilities must be recorded in company accounts (contributed equity, redemption of equity) require accounting knowledge to interpret","Retrospective correction mechanism: corrections to transfer schedules are deemed to have taken effect before the transfer date, creating a legally complex retrospective effect","Multiple transfer dates and gazette notice requirements: transfers can occur in stages across different dates, triggered by different ministerial notices, adding procedural complexity","Successor in law concept: the legal concept of one entity becoming the 'successor in law' (i.e. legally stepping into the shoes) of another has implications across contract law, property law, and employment law that are not all spelled out in the regulation itself"],"plain_english_summary":"CleanCo Queensland was created by moving specified assets, debts, contracts and staff out of state generators Stanwell and CS Energy into a new government-owned clean‑energy company. Transfers happened in 2019–2021, with employees' pay, leave and service preserved and contracts/debts shifting to CleanCo. The change affects former staff, contract parties, creditors and Queensland electricity consumers as part of the state's clean‑energy restructure."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: facilitating the transfer of specific generation assets from Stanwell and CS Energy to CleanCo. The parallel structure for both companies and the detailed machinery provisions (schedules, dates, corrections) are necessary implementation details rather than scope creep."},"complexity_factors":["Mirror structure: Parts 2 and 3 are nearly identical, duplicating all provisions for Stanwell and CS Energy separately","Multiple defined terms (transfer schedule, exclusion schedule, transfer date, relevant departments, recipient entity) with context-specific meanings in each part","Conditional logic around transfer dates—different rules for the initial 9 May 2019 schedule versus subsequent schedules","Cross-references between sections (e.g., liability exceptions in sec.6 referencing sec.10, sec.7 referencing sec.6 and sec.10)","Accounting treatment provisions requiring specific equity treatment for both transferor and transferee","Temporal limitations: 1-year correction window in sec.13/sec.23, fixed date range for transfers (10 May 2019 to 1 July 2021)","Nested exceptions: Liability transfer exclusions for discharged liabilities, exclusion schedules, and ongoing proceedings"],"plain_english_summary":"This regulation facilitates a major restructuring of Queensland's government-owned electricity generation sector. It transfers assets, liabilities, contracts, and employees from two existing state-owned power companies—**Stanwell** and **CS Energy**—to a new government-owned corporation called **CleanCo** (or its subsidiaries).\n\n**What it does:**\n- **Moves the goods:** Identifies specific power generation assets, debts, legal contracts, and staff to be shifted from Stanwell and CS Energy to CleanCo\n- **Keeps the lights on legally:** Ensures contracts automatically switch to the new owner without needing renegotiation, and employees transfer with all their leave, superannuation, and service history intact\n- **Protects against legal surprises:** Makes sure Stanwell and CS Energy remain responsible for any court cases or legal disputes that started before the transfer\n- **Fixes paperwork mistakes:** Allows ministers to correct errors in the transfer schedules for up to a year after the move\n\n**Who it affects:**\n- **Employees** of Stanwell and CS Energy who are designated to move to CleanCo\n- **Businesses** with contracts with these power companies\n- **Government** entities managing the transfer\n- **Land registries** and other authorities who need to record the ownership changes\n\n**Why it matters:**\nThis is the legal machinery behind Queensland's energy transition—creating CleanCo as a dedicated renewable energy generator by carving out specific assets from the existing state-owned generators. It ensures the restructure happens smoothly without disrupting power supply, employment conditions, or existing legal obligations."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The regulation is narrowly focused on implementing a specific corporate restructure: transferring identified assets, liabilities, instruments and employees from Stanwell and CS Energy to CleanCo (or its subsidiaries). It does not widen the general powers of government-owned corporations beyond that task, nor introduce broader regulatory regimes. The measures are implementing and procedural — defining how transfers occur, how contracts and registers are to be treated, and preserving ongoing litigation — rather than expanding the original intent into unrelated areas."},"complexity_factors":["Two near-identical Parts (2 and 3) applying the same mechanics separately to Stanwell and CS Energy, doubling the material to track","Multiple defined terms and cross-references (e.g. transfer schedule, exclusion schedule, transfer date; see ss.4,14 and schedule 1 dictionary)","Conditional liability rules with exceptions (liabilities transferred under s.6/16 but excluded if discharged or listed in an exclusion schedule; ongoing proceedings exceptions in ss.10/20)","Schedule mechanics: preparation, multiple schedules, joint preparation, access to information, and filing/holding requirements (ss.11,21)","Ministerial discretion points (fixing transfer dates by gazette notice with a specified window, and the power to correct errors within 1 year) (ss.12,13,22,23)","Prescriptive accounting treatments that require use of book values as at day before transfer (ss.5(4),15(4),6(6),16(6))","Rights under instruments are automatically read across with specified textual substitutions (ss.7(4),17(4)), but subject to liability carve-outs — layered conditional logic","Registration mechanics requiring coordination with external registries and procedural compliance (s.24)","Temporal and retroactive effect rules (corrections treated as having been made immediately before transfer date) (ss.13(2),23(2))","Multiple procedural and operational interactions among departments, corporations, ministers and external third parties (creditors, registrars)"],"plain_english_summary":"**What this regulation does (mechanics first)**\n\n- It moves specified assets, liabilities, contracts (called \"instruments\") and employees from two Queensland government-owned electricity businesses — Stanwell and CS Energy — into a new or existing government-owned company called CleanCo (or a CleanCo wholly owned subsidiary). (See Parts 2 and 3, especially sections 5–9 and 15–19.)\n\n- Transfers happen by reference to \"transfer schedules\" that list exactly which assets, liabilities, instruments and employees move and the date each transfer takes effect. The earliest identified transfer date for the initial schedules is 9 May 2019; later schedules take effect on dates fixed by joint gazette notice of the relevant shareholding Ministers (not before 10 May 2019 and not after 1 July 2021). (See ss.11, 12, 14.)\n\n- Accounting treatment for the entities is prescribed: the transfer is recorded by the originating corporation (Stanwell or CS Energy) as a distribution/return of equity and by the recipient (CleanCo or its subsidiary) as a capital contribution — each using values in the originating entity's accounts as at the day before the transfer date. (See ss.5(4), 15(4), 6(6), 16(6).)\n\n- Liabilities that relate to transferred assets, instruments or employees (or liabilities expressly listed in a transfer schedule) are released by the originating corporation and assumed by the recipient on the transfer date, subject to specified exclusions. (See ss.6, 16, and the exclusion-schedule mechanism in ss.11(4), 21(4).)\n\n- Contracts and other instruments identified in a transfer schedule are taken to apply to the recipient instead of the originating corporation from the transfer date. Rights, obligations and references in those instruments are treated as having transferred to the recipient, except where a particular liability is not transferred under the liability provisions or the originating corporation remains liable under the \"current proceedings\" rules. (See ss.7, 17 and ss.9, 19.)\n\n- Employees listed in transfer schedules become employees of the recipient on the transfer date. The move does not change their pay, accrued leave, superannuation rights, continuity of service, or give rise to redundancy/termination payments merely because of the transfer. (See ss.8, 18.)\n\n- If litigation or other proceedings involving an asset, instrument, liability or employee are ongoing when the transfer happens, the originating corporation (Stanwell or CS Energy) continues to be the party to and responsible for those proceedings and for liabilities arising from them (including judgment debts, costs, liabilities arising from discontinuing proceedings or acts/omissions that are the subject of proceedings). This overrides other transfer rules. (See ss.10, 20.)\n\n- The shareholding Ministers for each originating corporation and for CleanCo jointly: prepare or approve transfer and exclusion schedules (ss.11, 21); fix transfer dates by gazette notice (ss.12, 22); and may correct minor errors in schedules and valuations within one year after a transfer date (ss.13, 23).\n\n- Registering authorities (for example, land title registrars) may note or register transferred items without a formal application, and must do so on written application by the recipient; the recipient must follow the registering authority's procedures. (See s.24.)\n\n\n**Who is affected**\n\n- Stanwell and CS Energy (the transferring state-owned generators): their assets, liabilities, contracts and certain employees can be moved to CleanCo or its subsidiaries; they must also continue to deal with pre-existing legal proceedings tied to those items. (See Parts 2 and 3.)\n\n- CleanCo (and any wholly-owned CleanCo subsidiary that is named as the \"recipient entity\"): it becomes legal successor in respect of transferred assets, instruments and (subject to the liability rules) liabilities, and acquires transferred employees on the stated terms. (See ss.5–9, 15–19.)\n\n- Employees listed in transfer schedules: their employer changes to the recipient entity but their pay, leave accruals, superannuation and continuity of service are preserved. (See ss.8, 18.)\n\n- Third parties to contracts, creditors and registering authorities: contracts and registration records will be treated as applying to the recipient entity instead of the originating corporation once the transfer takes effect; registering authorities are given streamlined authority to record those changes. (See ss.7, 17, 24.)\n\n- Shareholding Ministers and relevant government departments: they control the schedules, timing and correction process and must coordinate information exchange. (See ss.11, 21, 12, 22, 13, 23.)\n\n\n**Why it matters (official claim and testing against costs, incentives and trade‑offs)**n\n- Officially, the regulation exists to implement a generator restructure: moving designated generation assets, staff and related contracts/liabilities from Stanwell and CS Energy to CleanCo to create a government-owned generator with those transferred resources (see s.2). That is a narrow, targeted transfer mechanism rather than a general corporate-power provision.\n\n- Costs and who pays: the originating corporations are required to record the transfers as equity redemptions; recipients must record them as capital contributions using pre-transfer book values (ss.5(4),15(4),6(6),16(6)). Financial consequences not handled in the regulation itself (for example changes to cash balances, tax consequences, or contingent liabilities that are excluded by an \"exclusion schedule\") will need separate accounting, budgetary or tax treatment. Where proceedings remain with the originating corporation, that entity remains liable for costs and judgments arising from them (ss.10,20).\n\n- Incentives and behaviour changes: the regulation removes legal and employment obstacles to moving specified assets and staff (ss.5–9,15–19). CleanCo gains operational control of transferred assets and contracts, which changes commercial incentives around investment, operation and contracting for those assets. The originating entities lose control of transferred items but retain liability for specified proceedings and excluded liabilities, which may create incentives to agree carefully scoped exclusion schedules to limit future contingent exposures (ss.11(4),21(4),6(3),16(3),10,20).\n\n- Trade-offs and opportunity cost: transferring assets and staff centralises generation under CleanCo, potentially simplifying administration of those assets for government, but it also concentrates ownership in a single public entity. The regulation does not set operational policy, pricing or mandate changes — it only reallocates legal title, contractual relationships and employment (Parts 2 and 3). Any market effects (on competition, wholesale prices or private investment) arise from subsequent decisions about how the transferred assets are managed.\n\n- Compliance burden and implementation risk: the process requires preparation of detailed transfer and exclusion schedules, cooperation between corporations and departments, gazette notices to fix dates, and potential corrections within one year (ss.11–13; ss.21–23). There is legal complexity around which liabilities move, how instruments are read across to recipients (including references to shareholding Ministers), and preserving pre-existing proceedings with the originating company (ss.6–7,16–17,10,20). Registering authorities and recipient entities must complete registry procedures for title changes (s.24).\n\n- Bureaucratic discretion: the shareholding Ministers jointly decide transfer dates by gazette notice and can correct minor errors within a year (ss.12,13,22,23). The relevant departments may prepare initial transfer schedules (ss.11(1),21(1)). Those decision points concentrate practical control of timing and content of transfers with Ministers and departments.\n\n\n**Who pays, who decides, and what changes behaviour**\n\n- Who pays: the originating corporations carry forward liabilities tied to current proceedings and any liabilities excluded in exclusion schedules; recipient entities assume listed liabilities. Fiscal impacts (cash, future costs) depend on what the schedules move and what is excluded. (See ss.6,10,16,20,11(4),21(4).)\n\n- Who decides: shareholding Ministers (for each transferring company and CleanCo) and relevant departments control which items are scheduled, the timing of transfers, and corrections (ss.11–13,21–23,12,22).\n\n- Behaviour change: ownership, contractual counterparties and employer relationships change for the transferred items; CleanCo will thereafter manage those assets and contracts, and former employers drop responsibility for transferred employees (subject to preserved rights and continuing proceedings) (ss.5–9,15–19,8,18,10,20).\n\n\n**Practical implementation notes and limits**\n\n- Transfers use transfer schedules and a time window for effect (no earlier than 10 May 2019 and no later than 1 July 2021 for ministerial notice-fixed transfers) (ss.11,12,21,22).\n\n- Ministers can make minor corrections up to one year after a transfer date; such corrections are treated as if made immediately before the transfer date (ss.13,23).\n\n- The regulation preserves legal continuity for ongoing proceedings by keeping those tied to the originating corporation (ss.10,20). That restricts the recipient's exposure to historic litigation risk unless the liability is specifically transferred or excluded differently.\n\n(Primary sources: see sections cited throughout the summary.)"},"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"}},"importantCases":[],"_links":{"self":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019","history":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019/history","analysis":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019/analysis","conflicts":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019/conflicts","importantCases":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019/important-cases","documents":"/api/acts/government-owned-corporations-generator-restructure-cleanco-regulation-2019/documents"}}