{"id":"national-australia-bank-and-bank-new-zealand-act-1997","name":"National Australia Bank and Bank of New Zealand Act 1997","slug":"national-australia-bank-and-bank-of-new-zealand-act-1997","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":178208,"registerId":"vic-national-australia-bank-and-bank-new-zealand-act-1997-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"National Australia Bank and Bank of New Zealand Act 1997","content":"i\nVersion No. 003\nNational Australia Bank and Bank of New\nZealand Act 1997\nNo. 10 of 1997\nVersion incorporating amendments as at 1 January 2010\nTABLE OF PROVISIONS\nSection Page\nPART 1—PRELIMINARY 2\n1 Purpose 2\n2 Commencement 2\n3 Definitions 2\n4 Act to bind Crown 3\n5 Territorial application of Act 3\nPART 2—VESTING OF UNDERTAKING OF BNZ IN\nNATIONAL 5\n6 Vesting of undertaking 5\n7 Effect of contracts and instruments 5\n8 Transitional provisions 6\n9 Legal proceedings etc 8\n10 Amendment of Court documents where National erroneously\nmade a party 9\n11 Evidence 10\n12 Construction of references 10\n13 BNZ employees 10\nPART 3—GENERAL 12\n14 Payment of amount in lieu of State taxes and charges 12\n15 Effect of things done under this Act 12\n16 Service of documents 13\n17 Excluded assets 13\n18 Certificates may be issued 14\n19 Interests in land in the Register Book 14\n20 Action by Registrar of Titles or Registrar-General 14\n21 Certificates in relation to charges 15\n\nSection Page\nii\n22 Other property 15\n23 Certificates conclusive 16\n24 Application of banking laws 16\n═══════════════\nENDNOTES 17\n1. General Information 17\n2. Table of Amendments 18\n3. Explanatory Details 19\n\n1\nVersion No. 003\nNational Australia Bank and Bank of New\nZealand Act 1997\nNo. 10 of 1997\nVersion incorporating amendments as at 1 January 2010\nPreamble 1\n(1) Bank of New Zealand A.R.B.N. 000 000 288\n(BNZ) is a company incorporated in New\nZealand.\n(2) National Australia Bank Limited\nA.C.N. 004 044 937 (National) is a company\nincorporated in Victoria and is a company\nwithin the meaning of the Corporations Law\nand is a company limited by shares.\n(3) BNZ became a wholly owned subsidiary of\nNational in February 1993.\n(4) National carries on the business of banking\nin Australia and elsewhere.\n(5) BNZ carries on the business of banking in\nVictoria and in other States and Territories.\n(6) Under the conditions imposed by the Reserve\nBank of Australia for the acquisition of BNZ\nby National, BNZ is required to surrender its\nauthority to carry on banking business in\nAustralia.\n(7) It is necessary and expedient to transfer the\nbanking business of BNZ to National and to\nenact legislation for that purpose.\nThe Parliament of Victoria therefore enacts as follows:\n\nPart 1—Preliminary\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n2\nPART 1—PRELIMINARY\n1 Purpose\nThe purpose of this Act is to provide for the\ntransfer to National Australia Bank Limited of the\nbanking business of Bank of New Zealand.\n2 Commencement\n(1) This Part and section 14 come into operation on\nthe day on which this Act receives the Royal\nAssent.\n(2) The remaining provisions of this Act come into\noperation on a day to be proclaimed.\n3 Definitions 2\nIn this Act—\nBNZ means Bank of New Zealand\nA.R.B.N. 000 000 288;\nBNZ employee means a person employed by BNZ\nin Victoria;\nChief Executive Officer, in relation to a bank,\nmeans the officer in charge of the day to day\nmanagement of the affairs of that bank or a\nperson appointed by that officer in writing;\nexcluded asset means—\n(a) a document required to be kept by BNZ\nunder the Corporations Law or any\nother law;\n(b) an asset listed in a certificate signed by\nthe Chief Executive Officer of National\nand received by the Treasurer before\nthe commencement of Part 2;\ns. 1\n\nPart 1—Preliminary\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n3\nexcluded liability means a liability listed in a\ncertificate signed by the Chief Executive\nOfficer of National and received by the\nTreasurer before the commencement of\nPart 2;\nliabilities includes duties, obligations and\nincidents of every description, whether\nactual, contingent or prospective, but does\nnot include any duty, obligation or incident\nrelating to an excluded asset;\nNational means National Australia Bank Limited\nA.C.N. 004 044 937;\nproperty means property and assets of every\ndescription, and includes securities, rights\nand powers of every description;\nregister includes a book of registry and an index\nrelating to registration;\nsecurity includes a mortgage (whether legal or\nequitable), charge, debenture, bill of\nexchange, promissory note, guarantee, lien,\npledge or other means of securing the\npayment of a debt, whether present or future,\nor the discharge of an obligation or liability,\nwhether actual or contingent;\n4 Act to bind Crown\nThis Act binds the Crown in right of Victoria and,\nso far as the legislative power of the Parliament\npermits, the Crown in all its other capacities.\n5 Territorial application of Act\n(1) This Act applies both within and outside Victoria.\n(2) This Act applies outside Victoria to the full extent\nof the extra-territorial legislative power of\nVictoria.\ns. 4\n\nPart 1—Preliminary\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n4\n(3) Nothing in this Act applies to any part of the\nundertaking, banking business, assets or liabilities\nof BNZ carried on or situated wholly outside\nAustralia.\n__________________\ns. 5\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n5\nPART 2—VESTING OF UNDERTAKING OF BNZ IN\nNATIONAL\n6 Vesting of undertaking\n(1) The undertaking of BNZ is by virtue of this Part\ndivested from BNZ and vested in National.\n(2) Subsection (1) has no effect in relation to the\nemployment of BNZ employees.\n7 Effect of contracts and instruments\n(1) All contracts, agreements, conveyances, deeds,\nleases, licences and other instruments or\nundertakings entered into by or made with, or\naddressed to, BNZ (whether alone or with any\nother person) in force immediately before the\ncommencement of this Part are, on and after that\ncommencement, to the extent that they were\nimmediately before that commencement binding\nupon and enforceable by, or against, BNZ,\nbinding and of full force and effect in every\nrespect in favour of, or against, National, as fully\nand effectually as if, instead of BNZ, National had\nbeen a party to them or bound by them or entitled\nto the whole or any portion of the benefit of them.\n(2) Subsection (1) does not apply to any contract,\nagreement, conveyance, deed, lease, licence,\ninstrument or undertaking relating to—\n(a) an excluded asset or excluded liability; or\n(b) the employment of a BNZ employee; or\n(c) a provident, benefit, superannuation or\nretirement fund relating to BNZ employees.\n(3) A director, secretary or auditor of BNZ is not by\nreason only of this Part a director, secretary or\nauditor (as the case may be) of National.\ns. 6\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n6\n8 Transitional provisions\n(1) Subject to subsection (3) and without limiting\nsections 6 and 7, the following provisions have\neffect in relation to the banking business of\nBNZ—\n(a) the relationship between BNZ and a\ncustomer or depositor of that bank is, on and\nafter the commencement of this Part,\nbetween National and that customer or\ndepositor, and gives rise to the same rights\nand the same duties (including rights of set-\noff) as would have existed at that time if that\nrelationship had been between National and\nthe customer or depositor, and so that any\ninstruction, order, direction, mandate or\nauthority given by that customer or depositor\nto BNZ and subsisting on or given after that\ncommencement is, unless and until revoked\nor cancelled, deemed to have been given to\nNational;\n(b) any security held by BNZ as security for the\npayment of the debts or liabilities (whether\npresent or future, certain or contingent) of\nany person is by virtue of this Part\ntransferred to National and is to be held by\nand be available to National as security for\nthe payment of those debts and liabilities to\nNational (but not, by reason only of this Part,\nas security for any debt or liability of that\nperson to National existing immediately\nbefore the commencement of this Part) and,\nwhere the security extends to future\nadvances to, or to future liabilities of, that\nperson, the security shall, after that time,\nsubject to any agreement between National\nand that person, be held by and be available\nto National as security for future advances to\nthat person by, and future liabilities of that\ns. 8\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n7\nperson to, National, to the same extent to\nwhich future advances by, or liabilities to,\nBNZ were secured immediately before that\ncommencement;\n(c) National is, in relation to any security\ntransferred under this Part and the money\nsecured by the security, entitled to the same\nrights and priorities and subject to the same\nliabilities as BNZ would have been entitled\nand subject to, if the security had continued\nto be held by BNZ;\n(d) the custody of any document, goods or thing\nheld by BNZ as bailee for any other person\nat any office or branch or agency of BNZ is\nby virtue of this Part transferred to National,\nand the rights, duties and liabilities of BNZ\nunder any contract of bailment relating to the\ndocument, goods or thing are transferred to\nNational;\n(e) any negotiable instrument or order for the\npayment of money, whether drawn, given,\naccepted or endorsed before, at or after the\ncommencement of this Part, which is\nexpressed to be drawn by, drawn on, or\ngiven to, or accepted or endorsed by BNZ, or\npayable at any place of business of BNZ, has\nthe same effect after that commencement as\nif it had been drawn by, drawn on, or given\nto, or accepted or endorsed by, National, or\npayable at the same place of business of\nNational;\n(f) any information held immediately before the\ncommencement of this Part by BNZ relating\nto a customer or depositor of that bank is\navailable to and may be used by National.\ns. 8\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n8\n(2) Despite subsection (1) and sections 6 and 7—\n(a) National is, in relation to any security held\nby it over any money on deposit with BNZ\nimmediately before the commencement of\nthis Part, entitled to the same rights and\npriorities and subject to the same liabilities\nas it would have been had the money on\ndeposit continued to be held by BNZ; and\n(b) National is, in relation to any security held\nby BNZ immediately before the\ncommencement of this Part over money on\ndeposit with National, entitled to the same\nrights and priorities and subject to the same\nliabilities as BNZ would have been had the\nsecurity continued to be held by BNZ.\n9 Legal proceedings etc\n(1) This section applies to—\n(a) any action, arbitration, regulatory inquiry or\nproceeding or cause of action, arbitration or\nproceeding which is at the commencement of\nthis Part pending or existing by, against, or\nin favour of, BNZ; and\n(b) any cause of action, arbitration, regulatory\ninquiry or proceeding by, against, or in\nfavour of, BNZ, which arises after that\ncommencement in respect of a contract made\nby BNZ before that commencement or which\narises in respect of anything done or omitted\nto be done by BNZ before that\ncommencement—\nbut does not apply to any action, arbitration,\nregulatory inquiry or proceeding or to any cause\nof action relating to—\n(c) an excluded asset or excluded liability;\ns. 9\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n9\n(d) the employment of a BNZ employee; or\n(e) a provident, benefit, superannuation or\nretirement fund relating to BNZ employees.\n(2) Any action, arbitration, regulatory inquiry or\nproceeding and any cause of action, arbitration,\nregulatory enquiry or proceeding to which this\nsection applies, is not abated or discontinued or in\nany way prejudicially affected by reason of this\nPart, and may, without any further act, deed or\ninstrument other than any appropriate amendment\nof the records of the relevant court, tribunal or\nother person, be prosecuted and continued and\nenforced by or against National, in its own name\nas and when it might have been prosecuted,\ncontinued and enforced by or against BNZ if this\nAct had not been enacted.\n(3) Despite subsection (2), the court, tribunal or other\nperson making or entering any judgment, order or\naward for the payment of any sum of money,\nwhether ascertained or to be ascertained, against\nNational in any legal or arbitral proceeding to\nwhich this section applies may, at the request of\nany party in whose favour the judgment, order or\naward is being made or entered, make or enter the\njudgment, order or award against both BNZ and\nNational, and the judgment, order or award may,\nwhen so made or entered, be enforced against both\nBNZ and National.\n10 Amendment of Court documents where National\nerroneously made a party\n(1) Any party to any action, arbitration or proceeding\nrelating to an excluded asset or a BNZ employee\nis entitled at any stage to seek leave to amend any\nwrit, pleading or other document filed by the party\nin the action, arbitration or proceeding by\nsubstituting for the name of National the name of\nBNZ as party.\ns. 10\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n10\n(2) No order is to be made against any party so\namending to pay to National or to BNZ any costs\noccasioned by that amendment.\n(3) The action, arbitration or proceeding is to be\ncontinued as if BNZ had originally been made a\nparty to it.\n11 Evidence\n(1) Any book or document which if this Part had not\nbeen enacted would have been evidence in respect\nof any matter for or against BNZ is, subject to this\nPart, to be admissible in evidence in respect of the\nsame matter for or against National.\n(2) Without limiting subsection (1), the books of\naccount of BNZ are for the purposes of the\nEvidence Act 2008 deemed to form part of the\nrecords belonging to or kept by National.\n* * * * *\n12 Construction of references\nSubject to this Act, if any written law (other than\nthis Act) or any document, whenever made or\nexecuted or any register established or kept under\nany Act contains any reference express or implied\nto BNZ, the reference is, on and after the\ncommencement of this Part to be read and\nconstrued as a reference to National, unless the\ncontext otherwise requires.\n13 BNZ employees\n(1) Each BNZ employee is to be engaged exclusively\nin the provision of services to National and is\nsubject to the direction and control of the officers\nof National who are responsible for the control of\nthe business of National in Victoria.\ns. 11\nS. 11(2)\nsubstituted by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 38.1).\nS. 11(3)\nrepealed by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 38.2).\n\nPart 2—Vesting of Undertaking of BNZ in National\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n11\n(2) Subsection (1) applies subject to any law or\ndetermination relating to the employment of the\nperson.\n__________________\ns. 13\n\nPart 3—General\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n12\nPART 3—GENERAL\n14 Payment of amount in lieu of State taxes and\ncharges\n(1) National must pay to the Treasurer in lieu of all\ntaxes, duties and charges for which it would\notherwise be liable under the law of the State as a\nresult of, or in connection with, the transfer of the\nundertaking of BNZ so far as it is located in\nVictoria, to National, a sum which is, in the\nopinion of the Treasurer, equal to the amount of\nthose taxes, duties and charges.\n(2) The amount payable under subsection (1) is to be\ndetermined by the Treasurer in accordance with\nsuch principles as the Treasurer thinks\nappropriate.\n(3) The Treasurer is to give a certificate to National\nwhen satisfied that the sum due under subsection\n(1) has been paid stating that the sum due under\nthat subsection has been paid.\n15 Effect of things done under this Act\n(1) Nothing effected by this Act or done or suffered\nby BNZ or National under this Act or done to give\neffect to this Act—\n(a) is to be regarded as placing any of them in\nbreach of contract or confidence or as\notherwise making either of them guilty of a\ncivil wrong; or\n(b) is to be regarded as placing any of them in\nbreach of or as constituting a default under\nany written law or other law or any provision\nin any agreement, arrangement or\nunderstanding including, without limiting the\ngenerality of the foregoing, any provision\nprohibiting, restricting or regulating the\ns. 14\n\nPart 3—General\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n13\nassignment or transfer of any property or the\ndisclosure of any information; or\n(c) is to be regarded as fulfilling any condition\nwhich allows a person to terminate any\nagreement or liability; or\n(d) releases any surety or other obligee wholly\nor in part from any liability.\n(2) Without limiting subsection (1) where, but for this\nsubsection, the advice or consent of any person\nwould be necessary to carry out any action\nauthorised by this Act, that advice or consent is\ntaken to have been given.\n16 Service of documents\nService of a document on or after the\ncommencement of this section—\n(a) on National is deemed to be service on BNZ\nin addition to service on National; and\n(b) on BNZ is deemed to be service on National\nin addition to service on BNZ.\n17 Excluded assets\n(1) No person dealing with National or BNZ (in any\ncapacity whatsoever) nor the Registrar of Titles,\nnor any other person registering or certifying title\nto land or having the power or duty to examine or\nreceive evidence as to title to land, in respect of\nany dealing or transaction entered into or\npurporting to be entered into by National or BNZ,\nis to be concerned to see, or enquire into, whether\nany property the subject of the dealing or\ntransaction (whether or not that property is land)\nis an excluded asset, nor is such person to be\naffected by any notice, express, implied or\nconstructive, that any such property is an excluded\nasset.\ns. 16\n\nPart 3—General\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n14\n(2) Nothing in subsection (1) affects the liability of\nNational to BNZ in respect of anything done, or\npurporting to be done, by National in relation to or\nin connection with an excluded asset.\n(3) If any dealing or transaction is entered into by\nNational with any person, in relation to or in\nconnection with an excluded asset or excluded\nliability, it is to be deemed in favour of that person\nthat National has full power and authority to enter\ninto that dealing or transaction as if that asset or\nliability had vested in National under Part 2.\n18 Certificates may be issued\nThe Chief Executive Officer of National may, by\nsigned certificate, certify any matter in relation to\nthe operation of Part 2.\n19 Interests in land in the Register Book\nWhere any land of which BNZ is, or is deemed or\ntaken to be, the registered proprietor is by virtue\nof Part 2 vested in National, notwithstanding\nanything to the contrary in any written law or\nother law, National is to be deemed to be the\nregistered proprietor of the land for the purposes\nof the Transfer of Land Act 1958 and the land\nmay be dealt with accordingly.\n20 Action by Registrar of Titles or Registrar-General\n(1) On being requested to do so and on delivery of\nany relevant instrument or document and on\npayment of any relevant fees under the Transfer\nof Land Act 1958, the Registrar of Titles must\nmake any recordings in the Register that are\nnecessary because of the operation of this Act.\ns. 18\n\nPart 3—General\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n15\n(2) On being requested to do so and on production of\nany relevant instrument or document, the\nRegistrar-General must make all entries on\nrecords of enrolment of any Crown grant and on\nany memorial relating to any land concerned that\nare necessary because of the operation of this Act.\n21 Certificates in relation to charges 3\nSection 268(1) of the Corporations Law is to be\ntaken to have been complied with in respect of all\ncharges of which National becomes the holder by\nvirtue of this Act if there is lodged with the\nAustralian Securities Commission a certificate\nsigned by the Chief Executive Officer of National,\nstating that by virtue of this Act the undertaking of\nBNZ has become vested in National.\n22 Other property\nIf—\n(a) any property (other than property to which\nsection 19, 20 or 21 applies) becomes, under\nPart 2, the property of National; and\n(b) any person or authority has, under any\nwritten law, responsibility for keeping a\nregister in respect of property of that kind—\nthen—\n(c) any requirement of that written law relating\nto the transfer of such property from one\nperson to another is to be taken to have been\ncomplied with if there is lodged with that\nperson or authority a certificate signed by the\nChief Executive Officer of National stating\nthat by virtue of Part 2 the undertaking of\nBNZ has become vested in National; and\ns. 21\n\nPart 3—General\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n16\n(d) that person or authority, on being requested\nto do so and on delivery of any relevant\ninstrument, is to make any amendments to\nthat register which are necessary to make it\naccurately reflect the effect of Part 2.\n23 Certificates conclusive\n(1) For all purposes and in all courts, tribunals and\nproceedings, a certificate under this Act is\nconclusive evidence of the matters certified,\nexcept so far as the contrary is established.\n(2) A document purporting to be a certificate under\nthis Act is, unless the contrary is established,\ntaken to be such a certificate and to have been\nproperly given.\n24 Application of banking laws\nExcept to the extent that an exemption is directly\ncontemplated by, or is a necessary consequence\nof, this Act, nothing in this Act exempts National\nor BNZ from the provisions of any written law\nrelating to companies carrying on the business of\nbanking.\n═══════════════\ns. 23\n\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n17\nENDNOTES\n1. General Information\nMinister's second reading speech—\nLegislative Assembly: 20 March 1997\nLegislative Council: 22 April 1997\nThe long title for the Bill for this Act was \"A Bill to provide for the transfer\nto National Australia Bank Limited of the banking business of Bank of New\nZealand and for other purposes.\"\nThe National Australia Bank and Bank of New Zealand Act 1997 was\nassented to on 29 April 1997 and came into operation as follows:\nPart 1 (sections 1–5), section 14 on 29 April 1997: section 2(1); rest of Act\non 1 May 1997: Government Gazette 1 May 1997 page 976.\nEndnotes\n\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n18\n2. Table of Amendments\nThis Version incorporates amendments made to the National Australia\nBank and Bank of New Zealand Act 1997 by Acts and subordinate\ninstruments.\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nStatute Law Amendment (Evidence Consequential Provisions) Act 2009,\nNo. 69/2009\nAssent Date: 24.11.09\nCommencement Date: S. 54(Sch. Pt 1 item 38) on 1.1.10: s. 2(2)\nCurrent State: This information relates only to the provision/s\namending the National Australia Bank and Bank of\nNew Zealand Act 1997\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nEndnotes\n\nNational Australia Bank and Bank of New Zealand Act 1997\nNo. 10 of 1997\n19\n3. Explanatory Details\n1 Preamble: See regulation 4 of the Corporations (Ancillary Provisions)\nRegulations 2001, S.R. No. 63/2001.\n2 S. 3: See note 1.\n3 S. 21: See note 1.\nEndnotes","sortOrder":0}],"analysis":{"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"},"issue_detection":{"absurdities":[],"contradictions":[]},"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 BNZ's Australian banking business to NAB following BNZ's acquisition by NAB in 1993. The 2009 amendment (updating the Evidence Act reference) was purely technical and did not expand the scope. The Act has not grown beyond its initial corporate restructuring purpose."},"complexity_factors":["24 sections across 3 Parts, but highly focused scope","8 defined terms in section 3, including nested definitions for 'excluded asset' and 'excluded liability'","Extensive cross-referencing between sections 6, 7, 8 and 9 regarding vesting, contracts, transitional provisions and legal proceedings","Multiple nested exceptions: section 7(2) excludes certain contracts from the general transfer rule; section 9(1) then excludes those same categories from legal proceedings continuity","Conditional logic in section 8(1)(b) regarding future advances under transferred securities","Interaction with external statutes: Transfer of Land Act 1958, Corporations Law, Evidence Act 2008","Conclusive evidence provisions in section 23 creating irrebuttable presumptions (except where contrary established)","Territorial application limitations in section 5(3) excluding offshore operations"],"plain_english_summary":"**What this law does:**\n\nThis Act transfers the entire Australian banking business of the Bank of New Zealand (BNZ) to National Australia Bank (NAB). It's a legislative shortcut to make a complex corporate takeover legally seamless.\n\n**Who it affects:**\n\n- **BNZ and NAB**: The two banks themselves. BNZ was already owned by NAB but had to surrender its Australian banking licence. This law moves all the actual banking operations (loans, deposits, branches) from BNZ to NAB.\n- **Customers**: Anyone with a bank account, loan, or safety deposit box with BNZ in Australia automatically becomes a NAB customer without having to sign new paperwork.\n- **Employees**: BNZ staff in Victoria continue working but now take direction from NAB managers.\n- **Land registries and courts**: Various officials must update records to show NAB instead of BNZ as the owner of properties and securities.\n\n**Key practical effects:**\n\n- **Automatic transfer**: All BNZ contracts, debts, securities (like mortgages), and legal proceedings switch to NAB as if NAB had been the original party.\n- **Customer relationships**: Your BNZ account becomes a NAB account. Any instructions you gave to BNZ (like direct debits) now apply to NAB.\n- **Legal continuity**: Court cases involving BNZ continue against NAB instead, without starting over.\n- **Excluded items**: Some assets and liabilities can be carved out by certificate if the banks agree, and employee superannuation funds don't automatically transfer.\n- **Tax payment**: NAB pays the Victorian government a negotiated sum instead of paying normal stamp duty and transfer taxes on the massive asset transfer.\n\n**Why it matters:**\n\nWithout this law, transferring a bank's entire business would require thousands of individual document signings, re-registrations of mortgages, and new contracts. This Act uses \"statutory novation\" (a legal magic wand) to do it all automatically, ensuring customers aren't disrupted and the financial system keeps running smoothly during the merger."},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The Act’s core scope—vesting BNZ’s Victorian banking undertaking in National—remains unchanged, but recorded amendments affect evidentiary treatment. The 2009 amendment (Statute Law Amendment (Evidence Consequential Provisions) Act 2009) altered section 11 (treatment of BNZ books as part of National’s records and related subsections), adjusting procedural/evidentiary scope without altering the substantive vesting mechanics. No other textual changes in this version expand or narrow the transfer’s substantive reach."},"complexity_factors":["Single-purpose statutory transfer (vesting) of BNZ’s undertaking to National with broad operative effect on contracts, securities and customer relationships (ss.6–8) — legally straightforward but wide-ranging.","Explicit exclusions for assets and liabilities that must be certified and provided to the Treasurer before vesting (definition of excluded asset and excluded liability; s.3) — creates partitioning complexity.","Treasurer discretion to determine the amount payable in lieu of State taxes, using principles “as the Treasurer thinks appropriate” (s.14(1)–(2)) — significant executive discretion over fiscal outcome.","Conclusive certificates issued by National’s Chief Executive Officer used to update registers and to satisfy statutory requirements (ss.18, 21, 22, 23) — shifts evidentiary and administrative burdens onto issuer of certificate and receiving registrars.","Transitional treatment of securities, priorities and set-off rights, and treatment of negotiable instruments and bailments (s.8) — interaction with existing security interests and future advances requires careful legal matching.","Provision for continuation and substitution of legal proceedings and possible joinder of BNZ and National for judgments (s.9) — affects litigation strategy and enforcement risk allocation.","Employee engagement mechanics: BNZ employees to be engaged exclusively to National but subject to law or determination (s.13(1)–(2)) — potential employment-law and industrial relations implications.","Registers and title procedures require administrative amendments by registrars on production of instruments and certificates (ss.19–22) — operational workload for public registration authorities.","Evidentiary treatment of BNZ books (s.11) — amended provisions and cross-reference to the Evidence Act introduce procedural/evidentiary detail that was later updated (see Table of Amendments).","Savings and non-abrogation clauses (s.15) limit common-law and contractual defences against the transfer, reducing opportunities for parties to resist transfer on traditional contractual grounds."],"plain_english_summary":"This Act transfers the banking business (the undertaking) of Bank of New Zealand operating in Victoria to National Australia Bank. It substitutes National for BNZ in existing contracts, securities, customer relationships and legal proceedings, except for assets or liabilities explicitly excluded, and preserves employee arrangements. The Treasurer may require National to pay an amount in lieu of State taxes, and certain actions use certificates from National’s Chief Executive Officer for registration and evidentiary effects."},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"There is insufficient information in the provided text to determine whether the scope of the Act changed from its original intent. The document contains only a version history table with 'as made' and 'in force' statuses, with no substantive provisions or amendment history visible."},"complexity_factors":["Insufficient text provided to assess true complexity — only metadata and version history were supplied","Banking and corporate restructuring legislation is typically moderately complex, but no operative provisions are visible","Cross-jurisdictional elements (Victorian state law dealing with entities operating nationally and internationally) could add complexity","The score of 2 reflects the near-complete absence of substantive legislative content available for analysis, not the likely complexity of the full Act"],"plain_english_summary":"This short Victorian Act appears to authorize or validate a corporate transaction between National Australia Bank and the Bank of New Zealand, likely enabling ownership, share transfers or restructuring between the two banks. It mainly affects those banks, their shareholders and customers, and banking regulators by providing legal certainty for the deal. The supplied document lacks substantive text, so the Act’s precise rights and obligations can’t be confirmed without the full statute."}},"importantCases":[],"_links":{"self":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997","history":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997/history","analysis":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997/analysis","conflicts":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997/conflicts","importantCases":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997/important-cases","documents":"/api/acts/national-australia-bank-and-bank-of-new-zealand-act-1997/documents"}}