{"id":"new-broken-hill-consolidated-limited-act-1971","name":"New Broken Hill Consolidated Limited Act 1971","slug":"new-broken-hill-consolidated-limited-act-1971","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":178217,"registerId":"vic-new-broken-hill-consolidated-limited-act-1971-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"New Broken Hill Consolidated Limited Act 1971","content":"Victorian Legislation and Parliamentary Documentsi\nVersion No. 001\nNew Broken Hill Consolidated Limited Act\n1971\nAct No. 8110/1971\nVersion as at 3 March 2003\nTABLE OF PROVISIONS\nSection Page\n1. Short title 3\n2. Definitions 4\n3. Power to New Broken Hill Consolidated Limited to become a\nVictorian company 4\n4. Identity and continuity of Corporation to be preserved 5\n5. Corporation to cease to be subject to Pt XI Div. 3 of the\nCompanies Act 1961 6\n6. Corporation may adopt new memorandum 6\n7. Payment in lieu of stamp duty 8\n═══════════════\nENDNOTES 9\n1. General Information 9\n2. Table of Amendments 10\n3. Explanatory Details 11\n\nVictorian Legislation and Parliamentary Documents1\nVersion No. 001\nNew Broken Hill Consolidated Limited Act\n1971\nAct No. 8110/1971\nVersion as at 3 March 2003\nAn Act to authorize New Broken Hill Consolidated Limited to\nbecome a Company deemed to be incorporated in Victoria, to\npreserve the Identity of the Company so incorporated with New\nBroken Hill Consolidated Limited an existing Company within\nthe meaning of the Companies Act 1948 of the United Kingdom,\nto determine the Amount that will be paid to the State of\nVictoria in lieu of Duties that may have been payable under the\nStamps Act 1958 and for other purposes.\nWHEREAS New Broken Hill Consolidated\nLimited is an existing company within the meaning\nof the Companies Acts (U.K.) having been\nincorporated in England on the 8th July, 1936 and\nis a company limited by shares:\nAND WHEREAS the Corporation carries on the\nbusiness of lead zinc and silver mining in\nAustralia:\nAND WHEREAS the registered office of the\nCorporation is situate in England:\nAND WHEREAS, with a view to the more\nefficient and economical administration of the\nCorporation and with the consent of the Treasury\nof the United Kingdom given on the\n26th November, 1970 the central management and\ncontrol of New Broken Hill Consolidated Limited\nwas transferred from the United Kingdom to the\nState of Victoria:\nAND WHEREAS the majority of the directors of\nthe Corporation are resident in Australia and all\nmeetings of the board of directors of the\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n2\nCorporation are held in Melbourne in the State of\nVictoria:\nAND WHEREAS all the issued shares of the\nCorporation are fully paid up:\nAND WHEREAS the directors of the Corporation\nare promoting a Private Bill in the Parliament of\nthe United Kingdom to authorize the Corporation\nto become a company deemed to be incorporated\nunder the Companies Act 1961:\nAND WHEREAS having regard to the fact that the\narea of operation of the Corporation is wholly in\nAustralia and in areas adjacent thereto certain\nadvantages would accrue to the Corporation if the\nCorporation was deemed to be a company within\nthe meaning of the Companies Act 1961:\nAND WHEREAS no procedure exists whereby the\nCorporation can be deemed to be a company\nincorporated under the Companies Act 1961:\nAND WHEREAS procedure by way of winding up\nand dissolution of the Corporation and the transfer\nor sale of assets to a new company in Victoria\nwould involve the loss of the identity of the\nCorporation and the disturbance of its financial\nstructure and interfere with the continuity of its\noperations with considerable attendant expense:\nAND WHEREAS it is desirable that the\nCorporation should be enabled to become a\ncompany incorporated under the Companies Act\n1961 without any such loss of identity disturbance\nor interference:\nAND WHEREAS it is expedient that provision\nshould be made to authorize the Corporation to be\ndeemed to be a company within the meaning of the\nsaid Companies Act 1961:\nAND WHEREAS upon the Corporation becoming\na company incorporated under the Companies Act\n1961 it is intended subject to and in accordance\nwith the Companies Act 1961 to merge the\ninterests of the Corporation in lead zinc and silver\nPreamble\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n3\noperations with similar interests of Conzinc\nRiotinto of Australia Limited and in other respects\nto re-arrange the interests of the shareholders in the\nCorporation:\nAND WHEREAS it is proposed to effect the\nmerging of such interests and such other re-\narrangements by the transfer of various\nshareholdings of the Corporation and Conzinc\nRiotinto of Australia to another corporation to be\nowned by the Corporation and Conzinc Riotinto of\nAustralia in proportions to be determined:\nAND WHEREAS duty under the Stamps Act\n1958 might be payable in respect of some or all of\nthose transfers if they were to be effected in\nVictoria:\nAND WHEREAS some or all of those transfers\ncould be effected in jurisdictions where the\ntransfers would not be subject to stamp duty or\nother taxation under the law of Victoria:\nAND WHEREAS it is expedient to facilitate the\nproposed transfers of shares and to determine the\namount which shall be payable to the State of\nVictoria in lieu of duty in respect of those\ntransfers:\nAND WHEREAS the objects of this Act cannot be\nattained without the authority of Parliament:\nBE IT THEREFORE ENACTED by the Queen's Most\nExcellent Majesty by and with the advice and consent of the\nLegislative Council and the Legislative Assembly of Victoria\nin this present Parliament assembled and by the authority of\nthe same as follows (that is to say):\n1. Short title\nThis Act may be cited as New Broken Hill\nConsolidated Limited Act 1971.\ns. 1\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n4\n2. Definitions\nIn this Act unless the context or subject-matter\notherwise requires—\n\"Companies Acts (U.K.)\" means the Companies\nAct 1948, the Companies (Floating Charges)\n(Scotland) Act 1961 and Part I of, and\nSchedules 1 to 4 (both inclusive) of the\nCompanies Act 1967 of the United\nKingdom;\n\"Companies Act 1961\" means the Companies\nAct 1961 of Victoria;\n\"Corporation\" means New Broken Hill\nConsolidated Limited an existing company\nwithin the meaning of the Companies Acts\n(U.K.);\n\"memorandum\" means memorandum of\nassociation;\n\"Registrar\" means the Registrar of Companies.\n3. Power to New Broken Hill Consolidated Limited to\nbecome a Victorian company\n(1) At any time after the Corporation has been\nauthorized by the law of the United Kingdom to\ntransfer its registered office from England to a\nplace in Victoria the Corporation shall upon\nlodging with the Registrar the documents referred\nto in the next succeeding sub-section be deemed\nto be a company limited by shares incorporated\nunder the Companies Act 1961.\n(2) The documents to be lodged with the Registrar\nshall be—\n(a) a copy of the Act of the United Kingdom\nauthorizing the place of incorporation of the\nCorporation to be transferred;\ns. 2\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n5\n(b) a copy of the memorandum and articles of\nassociation of the Corporation and a copy of\nevery order, resolution or other document\naffecting the said memorandum or articles;\n(c) a statement specifying—\n(i) the nominal share capital of the\nCorporation and the number and classes\nof shares into which it is divided; and\n(ii) the number of shares taken and the\namount paid on each share.\n(3) The documents required to be lodged under the\nlast preceding sub-section shall be verified by\nstatutory declaration of any two or more directors\nof the Corporation.\n(4) Within twenty-one days of the lodging with the\nRegistrar of the documents referred to in sub-\nsection (2) the Corporation shall comply with the\nprovisions of sections 112 and 370 of the\nCompanies Act 1961.\n(5) On the lodging with the Registrar of the\ndocuments referred to in sub-section (2) there\nshall be paid to the Registrar a fee of $300 but no\nother fee shall be payable by the Corporation in\nconnexion with the Corporation becoming a\ncompany deemed to be incorporated under the\nCompanies Act 1961.\n4. Identity and continuity of Corporation to be\npreserved\n(1) When the documents referred to in the last\npreceding section have been lodged with the\nRegistrar he shall certify under his hand that New\nBroken Hill Consolidated Limited is deemed to be\na company incorporated under the Companies\nAct 1961 and that its liability is limited by shares\nand thereupon the Corporation shall for all\ns. 4\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n6\npurposes be deemed to be a company incorporated\nunder that Act.\n(2) New Broken Hill Consolidated Limited\nincorporated under the Companies Act 1961 shall\nfor all purposes be identical with the Corporation\nexisting under the Companies Acts (U.K.) and the\ncontinuity status and operation of that Corporation\nshall not in any way be affected thereby nor shall\nany property powers rights authorities duties\nfunctions liabilities or obligations of the\nCorporation or any legal or other proceedings\ninstituted or to be instituted by or against the\nCorporation be affected thereby.\n(3) The certificate of incorporation under the hand of\nthe Registrar shall be conclusive evidence that the\nrequirements of section 3 have been complied\nwith and that the Corporation is deemed to be\nincorporated as a company under the Companies\nAct 1961.\n5. Corporation to cease to be subject to Pt XI Div. 3 of\nthe Companies Act 1961\nOn the issue of a certificate of incorporation by\nthe Registrar pursuant to this Act the Corporation\nshall cease to be a company registered under\nDivision 3 of Part XI of the Companies Act 1961\nand the provisions of that Division shall cease to\napply to the Corporation and the Companies Act\n1961 shall apply to the Corporation in all respects\nas if it had been a company originally\nincorporated in Victoria.\n6. Corporation may adopt new memorandum\n(1) Within 90 days after the Corporation is deemed to\nbe incorporated as a company under the\nCompanies Act 1961 the Corporation may by\nspecial resolution adopt a new memorandum—\ns. 5\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n7\n(a) embodying the effect of all orders of the\nHigh Court of Justice in England and of all\nresolutions of the Corporation affecting the\nmemorandum constitution or capital of the\nCorporation made before the Corporation\nwas deemed to be a company incorporated\nunder the Companies Act 1961;\n(b) expressing the amounts of its nominal share\ncapital in Australian currency;\n(c) omitting all words expressions or provisions\ninconsistent with its status as a company\nunder the Companies Act 1961; and\n(d) making such other alterations and omissions\nas are necessary or expedient to give effect\nto the provisions of this Act or which may be\nincidental thereto.\n(2) The conversion of the nominal share capital from\nEnglish currency to Australian currency shall be\nmade at such rate as is fixed by resolution of the\nCorporation prior to the adoption of the\nmemorandum by the Corporation.\n(3) The Corporation shall forthwith lodge with the\nRegistrar the memorandum adopted by the\nCorporation and on the lodging of that\nmemorandum and not before, the memorandum so\nlodged shall become the memorandum of the\nCorporation and its nominal share capital shall be\naltered accordingly and each holder of shares in\nthe Corporation shall be deemed to hold the same\nnumber or shares in the Corporation as he held\nimmediately prior to such lodging and each of\nsuch shares shall be of the nominal amount\nexpressed in the memorandum.\ns. 6\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n8\n7. Payment in lieu of stamp duty\n(1) Within 30 days of the commencement of this Act\nthere shall be paid by the Corporation to the\nComptroller of Stamps the sum of $350 000.\n(2) The Comptroller of Stamps shall denote any\ntransfer submitted to him before the\n31st December, 1972—\n(a) of shares in the Corporation to a company to\nbe incorporated under the name of N.B.H.C.\nHoldings Limited;\n(b) of shares in The Zinc Corporation Limited,\nSulphide Corporation Pty. Limited, The\nSouthern Power Corporation Pty. Limited,\nHeron's Creek Timber Mills Pty. Limited\nand The Broken Hill Associated Smelters\nProprietary Limited, from Conzinc Riotinto\nof Australia Limited;\n(c) of shares in the Corporation, Sulphide\nCorporation Pty. Limited and Heron's Creek\nTimber Mills Pty. Limited to or from\nN.B.H.C. Holdings Limited—\nas not chargeable with any duty under the Stamps\nAct 1958 if the Comptroller is satisfied that the\ntransfer is to give effect to the merging of the lead\nzinc and silver interests of the Corporation\ntransferred to and owned by N.B.H.C. Holdings\nLimited with the lead zinc and silver interests of\nConzinc Riotinto of Australia Limited.\n═══════════════\ns. 7\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n9\nENDNOTES\n1. General Information\nThe New Broken Hill Consolidated Limited Act 1971 was assented to on\n27 April 1971 and came into operation on 27 April 1971.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n10\n2. Table of Amendments\nThere are no amendments made to the New Broken Hill Consolidated\nLimited Act 1971 by Acts and subordinate instruments.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 8110/1971\nNew Broken Hill Consolidated Limited Act 1971\n11\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"No amendments to the Act are recorded in the Table of Amendments (Endnotes). The Act retains its original scope: to deem New Broken Hill Consolidated Limited a Victorian company upon UK authorisation and prescribed lodgement (s3), preserve its identity and continuity (s4), permit adoption of a new memorandum and conversion of nominal capital (s6), and require payment of $350,000 in lieu of stamp duty with limited Comptroller discretion on certain transfer exemptions (s7)."},"complexity_factors":["Cross‑jurisdictional migration: requires prior UK authorisation to transfer registered office and interaction between UK law and Victorian Companies Act (preamble, s3).","Documentary and verification requirements: lodging memorandum, articles, historic orders/resolutions and a statutory declaration by two or more directors (s3(2)–(3)).","Administrative certification and legal effect: Registrar certificate conclusively deems the company incorporated in Victoria and preserves identity, rights and liabilities (s4(1)–(3)).","Statutory time limits and procedural steps: 21‑day compliance with specified Companies Act provisions after lodgement, 90‑day window to adopt new memorandum, 30‑day payment window for the stamp duty sum (s3(4), s6(1), s7(1)).","Discretions affecting fiscal outcome: Comptroller of Stamps may declare certain share transfers not chargeable with duty if satisfied they effect the intended merger (s7(2)); Registrar’s certification and corporate resolutions also control outcomes (ss3–4,6).","Conversion of capital and shareholder effects: special resolution to convert nominal capital to Australian currency at a rate fixed by the company, with shares preserved numerically (s6(1)–(3)).","Interaction with existing statutory regimes: cessation of application of Division 3 Part XI and full application of Companies Act 1961 as if originally incorporated in Victoria (s5).","Fixed and nominal fees: lodgement fee specified ($300) and a prescribed lump‑sum payment in lieu of duties ($350,000) affecting state revenue and company cashflow (s3(5), s7(1))."],"plain_english_summary":"This Act enables New Broken Hill Consolidated Limited, a UK‑incorporated mining company, to be deemed incorporated in Victoria once UK law authorises transfer of its registered office and the company lodges prescribed documents with the Victorian Registrar. It preserves the company’s legal identity, continuity of assets, rights and liabilities, and allows adoption of a new memorandum converting nominal capital to Australian currency.\n\nThe company must pay $350,000 to the Comptroller of Stamps in lieu of stamp duty; the Registrar, directors and Comptroller have defined verification and decision roles (ss3–4,6–7)."},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"This legislation remains tightly scoped to its original purpose: facilitating the reincorporation of New Broken Hill Consolidated Limited from the UK to Victoria and enabling a specific corporate restructuring with Conzinc Riotinto. The Act has not expanded beyond this single-company, single-transaction purpose. No amendments have been made since enactment."},"complexity_factors":["Short, single-purpose statute (only 7 operative sections)","Minimal defined terms (only 5 definitions in section 2)","Straightforward procedural mechanism (lodgment of documents → deemed incorporation)","No nested exceptions or complex conditional logic","Single cross-reference to external legislation (Companies Act 1961) for procedural requirements","Contains specific monetary amounts ($300 fee, $350,000 payment) that date the legislation","Preamble-heavy (13 'WHEREAS' clauses) but these are explanatory rather than operative"],"plain_english_summary":"This is a **private Act of the Victorian Parliament** that allowed a specific mining company—New Broken Hill Consolidated Limited—to move its legal home from England to Victoria without having to shut down and start again.\n\n**What it does:**\n- **Reincorporation without disruption**: The company was originally incorporated in England in 1936 under UK company law. This Act lets it become a Victorian company while keeping its exact same legal identity—so all its contracts, debts, property rights, and court cases continue uninterrupted.\n- **Streamlined process**: Instead of winding up the UK company and creating a new Victorian one (which would have been expensive and disruptive), the company just lodges some documents with the Victorian Registrar of Companies and pays a $300 fee.\n- **Tax deal**: The company pays Victoria $350,000 upfront. In exchange, Victoria agrees not to charge stamp duty (a tax on legal documents) on specific share transfers happening before the end of 1972. These transfers were part of a corporate restructuring to merge the company's mining interests with those of Conzinc Riotinto of Australia Limited.\n- **Currency conversion**: The company can convert its share capital from British pounds to Australian dollars.\n\n**Who it affects:**\n- **New Broken Hill Consolidated Limited**: A lead, zinc, and silver mining company operating in Australia but legally based in England.\n- **The Victorian Government**: Gets a lump sum payment instead of potential future stamp duties.\n- **Shareholders and business partners**: Benefit from continuity—no disruption to ownership, contracts, or operations.\n\n**Why it matters:**\nThis is an example of **corporate migration legislation**—a bespoke (custom-made) law for one company. It solved a practical problem: the company's management had moved to Melbourne, but legally it was still an English company. Normal law didn't allow a smooth transfer, so Parliament created a special legal pathway. This kind of Act was more common in the 20th century for large companies with complex cross-border structures."},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Insufficient information is available to determine whether the scope of the Act changed from its original intent. The metadata indicates at least one consolidated version exists, which could suggest amendments were made, but no substantive content was provided to assess any change in scope."},"complexity_factors":["Insufficient legislative text provided — only metadata and version history supplied","Unable to assess substantive complexity without the operative provisions","Historical mining company legislation from 1971 may involve complex corporate and resources law concepts","Score reflects the minimal content available for analysis, not necessarily the Act's true complexity"],"plain_english_summary":"The New Broken Hill Consolidated Limited Act 1971 is a Victorian statute relating to the mining company New Broken Hill Consolidated Limited. It remains in force and has been consolidated since its 1971 enactment.\n\nWhile the full text isn’t available here, Acts of this type typically confer company recognition and tailored legal powers or regulatory arrangements affecting the company’s structure, operations and transactions — important for stakeholders and land/mining interests."}},"importantCases":[],"_links":{"self":"/api/acts/new-broken-hill-consolidated-limited-act-1971","history":"/api/acts/new-broken-hill-consolidated-limited-act-1971/history","analysis":"/api/acts/new-broken-hill-consolidated-limited-act-1971/analysis","conflicts":"/api/acts/new-broken-hill-consolidated-limited-act-1971/conflicts","importantCases":"/api/acts/new-broken-hill-consolidated-limited-act-1971/important-cases","documents":"/api/acts/new-broken-hill-consolidated-limited-act-1971/documents"}}