{"id":"leo-cussen-institute-registration-company-act-2011","name":"Leo Cussen Institute (Registration as a Company) Act 2011","slug":"leo-cussen-institute-registration-as-a-company-act-2011","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":173333,"registerId":"vic-leo-cussen-institute-registration-company-act-2011-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Leo Cussen Institute (Registration as a Company) Act 2011","content":"Version No. 002\n\n**Leo Cussen Institute (Registration as a Company) Act 2011**\n\n**No. 82 of 2011**\n\nVersion as at  \n18 October 2012\n\n**table of provisions**\n\n*Section Page*\n\n1 Purposes 1\n\n2 Commencement 1\n\n3 Definitions 1\n\n4 Deemed registration company 2\n\n5 Order specifying day 3\n\n6 Corporate continuity 3\n\n7 Cessation of effect of the **Leo Cussen Institute Act 1972** 4\n\n8 Repeal of the **Leo Cussen Institute Act 1972** 5\n\n═══════════════\n\nENDNOTES 6\n\n1. General Information 6\n\n2. Table of Amendments 7\n\n3. Explanatory Details 8\n\n**Version No.** **002**\n\n**Leo Cussen Institute (Registration as a Company) Act 2011**\n\n**No. 82 of 2011**\n\nVersion as at  \n18 October 2012\n\n**The Parliament of Victoria enacts:**\n\n\t1 Purposes\n\nThe main purposes of this Act are to provide for—\n\n(a) the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act; and\n\n(b) the repeal of the **Leo Cussen Institute Act 1972**.\n\n\t2 Commencement\n\n(1) This Act (except for section 8) comes into operation on the day after the day on which the Act receives the Royal Assent.\n\n(2) Section 8 of this Act comes into operation on a day to be proclaimed which must be on or after the day specified by the Attorney-General in an order made under section 5.\n\n\t3 Definitions\n\n(1) In this Act—\n\n***registration day*** has the same meaning as in section 5H(1)(b)(i) of the Corporations Act;\n\n***specified day*** means the day specified by the Attorney-General in an order made under section 5.\n\n(2) Words and expressions used in the Corporations Act and in this Act have the same meanings in this Act as in the Corporations Act except to the extent that the context or subject matter otherwise requires.\n\n\t4 Deemed registration company\n\ns. 4\n\nFor the purposes of section 5H of the Corporations Act—\n\n(a) the Leo Cussen Institute, as established under the **Leo Cussen Institute Act 1972**, is a deemed registration company; and\n\n(b) the specified day is the registration day; and\n\n(c) the type of company that the Leo Cussen Institute is to be registered as is a company limited by guarantee; and\n\n(d) the company's proposed name is \"Leo Cussen Institute\".\n\n**Note**\n\nSection 5H(1) of the Corporations Act provides that a body is taken to be registered under that Act as a company of a particular type under section 118 of that Act if a law of a State or Territory to which that Act applies—\n\n(a) provides that the body is a deemed registration company for the purposes of the section; and\n\n(b) specifies—\n\n(i) the day on which the body is to be taken to be registered (the ***registration day***) or the manner in which that day is to be fixed; and\n\n(ii) the type of company the body is to be registered as under the Act; and\n\n(iii) the company's proposed name (unless the ACN is to be used in its name)—\n\nand if section 5H(2) and (3) (relating to the lodgment of certain notices and documents with ASIC) are satisfied.\n\n\t5 Order specifying day\n\ns. 5\n\n(1) The Attorney-General may, by order published in the Government Gazette, specify a day on which the Leo Cussen Institute, as established under the **Leo Cussen Institute Act 1972**, is taken to be registered as a company limited by guarantee for the purposes of section 5H of the Corporations Act.\n\n(2) The Attorney-General must not make an order under subsection (1) unless satisfied that the Leo Cussen Institute has complied with section 5H(2) and (3) of the Corporations Act.\n\n(3) The Attorney-General must provide ASIC with a copy of an order made under this section as soon as practicable after the making of the order.\n\n(4) Failure to provide a copy of the order to ASIC under subsection (3) does not affect the validity of that order.\n\n\t6 Corporate continuity\n\n(1) On and after the specified day, the deemed registration company that is the Leo Cussen Institute is taken for all purposes to be a continuation of, and the same legal entity as, the Leo Cussen Institute, as established under the **Leo Cussen Institute Act 1972**.\n\n(2) Without limiting subsection (1), registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act is not taken to affect—\n\n(a) the Leo Cussen Institute's existing rights, property and assets, or debts, liabilities and obligations;\n\n(b) any legal proceedings by or against the Leo Cussen Institute;\n\n(c) the employment, or entitlements as an employee, of a person who was an employee of the Leo Cussen Institute immediately before the registration day;\n\n(d) the enrolment, or the terms and conditions of enrolment, of a person undertaking or enrolled to undertake a course of study with the Leo Cussen Institute immediately before the registration day.\n\n(3) Subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the Corporations legislation.\n\n**Note**\n\nSection 5G of the Corporations Act provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency.\n\n\t7 Cessation of effect of the Leo Cussen Institute Act 1972\n\ns. 7\n\nOn and after the specified day, the **Leo Cussen Institute Act 1972** does not have effect.\n\nSee:  \nAct No.  \n8254.  \nReprint No. 1  \nas at  \n3 April 1997  \nand amending  \nAct Nos  \n52/1999, 11/2001, 18/2005, 76/2009 and 78/2009.  \nLawToday:  \nwww.  \nlegislation.  \nvic.gov.au\n\n\t8 Repeal of the Leo Cussen Institute Act 1972\n\ns. 8\n\nThe **Leo Cussen Institute Act 1972** is **repealed**.\n\n═══════════════\n\nENDNOTES\n\n1. General Information\n\n\n*Minister's second reading speech—*\n\n*Legislative Council: 27 October 2011*\n\n*Legislative Assembly: 23 November 2011*\n\nThe long title for the Bill for this Act was \"A Bill for an Act to provide for the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act and to repeal the **Leo Cussen Institute Act 1972** and for other purposes.\"\n\nThe **Leo Cussen Institute (Registration as a Company) Act 2011** was assented to on 21 December 2011 and came into operation as follows:\n\nSections 1–7 on 22 December 2011: section 2(1); section 8 on 18 October 2012: Special Gazette (No. 345) 16 October 2012 page 1.\n\nEndnotes\n\n1. Table of Amendments\n\n\nThere are no amendments made to the **Leo Cussen Institute (Registration as a Company) Act 2011** by Acts and subordinate instruments.\n\nEndnotes\n\n1. Explanatory Details\n\n\nNo entries at date of publication.\n\nEndnotes","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose of converting the Leo Cussen Institute from a statutory body to a company limited by guarantee and repealing the enabling Act. No scope creep is evident."},"complexity_factors":["Very short statute (8 sections, approximately 3 pages of substantive content)","Minimal defined terms (only 2: 'registration day' and 'specified day')","Single cross-reference to federal Corporations Act (section 5H) with explanatory note","No nested exceptions or conditional logic beyond basic commencement provisions","Straightforward sequential operation: specify date → register → repeal old Act","Corporate continuity provisions are standard boilerplate for statutory conversions"],"plain_english_summary":"This law converts the Leo Cussen Institute from a statutory body (an organisation created by an Act of Parliament) into a company limited by guarantee (a type of not-for-profit company structure commonly used by organisations that reinvest profits into their mission rather than distributing them to shareholders).\n\n**What it does:**\n- **Registers the Institute as a company**: The Leo Cussen Institute, which was previously established under the *Leo Cussen Institute Act 1972*, is automatically deemed to be registered as a company under the federal *Corporations Act* on a date chosen by the Attorney-General.\n- **Ensures seamless transition**: All the Institute's existing assets, debts, legal proceedings, employment contracts, and student enrolments continue uninterrupted—the new company is legally the same entity as the old statutory body.\n- **Repeals the old law**: The *Leo Cussen Institute Act 1972* is abolished once the transition is complete.\n\n**Who it affects:**\n- The Leo Cussen Institute itself (a Victorian legal education provider that trains lawyers through practical legal training programs)\n- Current employees and students of the Institute\n- Anyone with legal or financial dealings with the Institute\n\n**Why it matters:**\nThis modernises the governance structure of the Institute. Operating as a company limited by guarantee typically provides more flexibility in management and funding compared to being locked into an old-style statutory framework, while still protecting the organisation's not-for-profit educational purpose."},"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"},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"Based on the available (albeit heavily corrupted) text, the Act appears narrowly focused on its stated purpose: converting the Leo Cussen Institute into a registered company. There is no indication of scope creep or expansion beyond this single administrative objective. The title and available fragments are fully consistent with the original intent."},"complexity_factors":["The legislation is a narrow, purpose-specific Act dealing with a single institutional conversion rather than broad policy reform","Corporate registration and entity conversion can involve technical legal questions about transfer of assets, liabilities, and contracts","The source text provided is severely fragmented and largely unreadable, making complete analysis impossible and introducing uncertainty","Likely contains transitional provisions (rules about what happens during the changeover period) which add moderate technical complexity","Interaction with the Corporations Act 2001 (Commonwealth) and Victorian incorporation laws adds a layer of jurisdictional consideration"],"plain_english_summary":"The Act authorises the Leo Cussen Institute to convert from its prior legal form into a registered company, changing its legal identity and governance. This is mainly an administrative restructuring that can give the Institute greater operational and contractual flexibility while transferring existing contracts, assets and obligations to the new company. It chiefly affects students and lawyers using its programs, staff and management, and counterparties to its contracts."},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The Act changes the legal form and governing law of the Leo Cussen Institute: it converts the Institute from a statutory entity created under the Leo Cussen Institute Act 1972 into a company limited by guarantee under the Corporations Act (s.1, s.4). It preserves existing rights, assets, liabilities, proceedings, employment and student enrolments on the specified day to ensure legal continuity (s.6). The 1972 Act ceases to have effect and is repealed on the specified day (s.7–8). The change is limited in scope to registration, continuity and repeal rather than creating new functions."},"complexity_factors":["Interaction with the Corporations Act requirements for deemed registration (references to section 5H and reliance on Corporations Act lodging rules) — see s.3(1) definition of registration day and s.4 (deemed registration company).","Attorney‑General discretion and preconditions: an order by the Attorney‑General is required to specify the registration day and must be made only after satisfaction that s.5H(2) and (3) of the Corporations Act are met — see s.5(1)–(2).","Corporate continuity and legal transition rules preserving rights, liabilities, proceedings, employment and enrolments on conversion, which require careful legal mapping between state statute and federal corporations law — see s.6(1)–(2).","Statutory displacement of Corporations legislation to the extent necessary (declared a Corporations legislation displacement provision) creates cross‑legislative inconsistency management — see s.6(3) and note on s.5G of the Corporations Act.","Staged commencement and repeal timing: most provisions commence on assent but repeal of the 1972 Act is by proclamation tied to the specified day, adding administrative timing complexity — see s.2 and ss.5,7,8.","Administrative steps and notifications (provision of copy of the order to ASIC, and lodgement obligations) generate compliance and administrative burden on the Institute and government officers — see s.5(3)–(4) and explanatory note on s.5H."],"plain_english_summary":"Mechanically, this Act converts the Leo Cussen Institute from a statutory body into a company limited by guarantee under the Corporations Act and repeals the Leo Cussen Institute Act 1972. The Attorney‑General specifies the conversion day and must ensure ASIC lodgement requirements are met; the Act preserves the Institute’s assets, liabilities, legal proceedings, staff employment and student enrolments on conversion. Affected parties include the Institute, its employees, students, creditors and ASIC; the measure changes legal form and the law that governs the Institute."}},"importantCases":[],"_links":{"self":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011","history":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011/history","analysis":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011/analysis","conflicts":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011/conflicts","importantCases":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011/important-cases","documents":"/api/acts/leo-cussen-institute-registration-as-a-company-act-2011/documents"}}