{"id":"port-of-darwin-act-2015","name":"Port of Darwin Act 2015","slug":"port-of-darwin-act-2015","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30499,"registerId":"nt-port-of-darwin-act-2015-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Port of Darwin Act 2015","content":"NORTHERN TERRITORY OF AUSTRALIA\nPORT OF DARWIN ACT 2015\nAs in force at 30 July 2020\nTable of provisions\nPart 1 Preliminary matters\n1 Short title ......................................................................................... 1\n2 Commencement .............................................................................. 1\n3 Interpretation ................................................................................... 1\n4 Meaning of port assets .................................................................... 4\n5 Act binds Crown .............................................................................. 4\n6 Extraterritorial operation of Act ........................................................ 5\nPart 2 Authorised transactions and proceeds\n7 Authorised transactions ................................................................... 5\n8 Proceeds of authorised transaction ................................................. 6\nPart 3 Facilitating authorised transactions\n9 Chief Minister's functions ................................................................. 7\n10 Manner of effecting authorised transaction ...................................... 7\n11 Transaction companies ................................................................... 7\n12 Functions of Darwin Port Corporation and transaction\ncompanies ....................................................................................... 8\n13 Direction and control of public sector entities .................................. 9\n14 Immunity of directors and other officers......................................... 10\n15 Interaction between this Part and Corporations Act 2001 .............. 11\nPart 4 Vesting orders\n16 Definitions ...................................................................................... 11\n17 Making of vesting order ................................................................. 11\n18 Vesting of port assets in transferee ............................................... 11\n19 Terms and conditions .................................................................... 12\n20 Certification to registration authorities ........................................... 13\n21 Confirmation of vesting .................................................................. 13\n22 Access to vesting orders................................................................ 13\nPart 5 Other arrangements related to authorised\ntransactions\n23 Effect of certain provisions of port assets instruments................... 14\n24 Direction to grant, issue or transfer relevant authorisation ............ 15\n\nPort of Darwin Act 2015 ii\n25 Provisions relating to grant, issue or transfer of relevant\nauthorisation .................................................................................. 16\n26 Severance of fixtures ..................................................................... 16\n27 No relief against forfeiture ............................................................. 17\n28 Crown Lands Act 1992 not to apply to lease or licence ................. 17\nPart 6 Miscellaneous matters\n29 Excluded matter for Corporations Act 2001 ................................... 17\n30 General relationship of Act with other provisions ........................... 17\n31 Compensation not payable ............................................................ 18\n32 Effect of things done under Act...................................................... 19\n33 Delegation ..................................................................................... 20\n34 Orders ........................................................................................... 20\n35 Regulations.................................................................................... 20\n36 Amendment or modification of operation of Act by regulation........ 20\nENDNOTES\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 30 July 2020\n____________________\nPORT OF DARWIN ACT 2015\nAn Act to authorise and facilitate the transfer of assets, rights and\nliabilities relating to, or connected with, the Port of Darwin, and for\nrelated purposes\nPart 1 Preliminary matters\n1 Short title\nThis Act may be cited as the Port of Darwin Act 2015.\n2 Commencement\nThis Act commences on the day fixed by the Administrator by\nGazette notice.\n3 Interpretation\n(1) In this Act:\nassets means any legal or equitable estate or interest (whether\npresent or future, vested or contingent or personal or assignable) in\nreal or personal property of any description and includes money,\nsecurities, choses in action and documents.\nauthorised transaction means a transfer of port assets authorised\nby section 7(1).\nDarwin Port Corporation means the Darwin Port Corporation\nestablished by section 6 of the Darwin Port Corporation Act 1983\nbefore its repeal.\ndesignated port, see section 3 of the Ports Management Act 2015.\nentity includes a person and an unincorporated body.\nexercise, a function, includes perform a duty.\nfunction includes power, authority and duty.\n\nPart 1 Preliminary matters\nPort of Darwin Act 2015 2\nGOC means a Government owned corporation as defined in\nsection 3 of the Government Owned Corporations Act 2001.\nland includes land covered by water.\nLand Development Corporation means the Land Development\nCorporation established under section 4 of the Land Development\nCorporation Act 2003.\nlease includes concurrent lease and any subletting (or concurrent\nsubletting).\nliabilities means any liabilities, duties or obligations (whether\npresent or future, vested or contingent or personal or assignable).\nmodification includes addition, exception, omission and\nsubstitution.\nnew port operator means the entity that, as a result of a\ndeclaration made under section 8 of the Ports Management\nAct 2015, is or will be the operator of the Port of Darwin.\nport assets, see section 4.\nPort of Darwin means:\n(a) until the making of a declaration in respect of it as a\ndesignated port under section 7 of the Ports Management\nAct 2015 – the area of water and land comprised within the\nboundaries as declared from time to time under section 43A of\nthe Darwin Port Corporation Act 1983; and\n(b) on and from the making of a declaration in respect of it as a\ndesignated port under section 7 of the Ports Management\nAct 2015 – the area of water and land comprised within the\nboundaries as declared from time to time under that section.\nNote for definition Port of Darwin\nSee Gazette No. G19 of 17 May 2000 at page 3 for the declaration made under\nsection 43A of the Darwin Port Corporation Act 1983 on 26 April 2000.\nPort of Darwin land means land that is a port asset.\nprivate sector entity means an entity other than a public sector\nentity.\npublic sector entity means any of the following:\n(a) the Territory (including the Crown in right of the Territory);\n(b) a minister of the Territory;\n\nPart 1 Preliminary matters\nPort of Darwin Act 2015 3\n(c) an Agency;\n(d) a GOC;\n(e) a public authority of the Territory;\n(f) a person holding or occupying an office established by a law\nof the Territory;\n(g) a transaction company all of the issued shares in which are\nheld by, or on behalf of, a public sector entity mentioned in\nany other paragraph;\n(h) an entity that is wholly owned by an entity that is a public\nsector entity mentioned in any other paragraph.\nrelevant authorisation means a licence, permit, consent, approval,\nentitlement, accreditation, exemption or other authorisation under\nan Act.\nrights means any rights, powers, privileges or immunities (whether\npresent or future, vested or contingent or personal or assignable).\ntransaction arrangement means an agreement or other\narrangement entered into by or on behalf of a public sector entity\nfor the purposes of an authorised transaction.\ntransaction company means a body corporate established as a\ntransaction company under section 11.\ntransfer, of port assets, includes the sale, lease or licence of port\nassets and the creation and transfer of any interest in port assets.\ntransferee, for Part 4, see section 16.\ntransferor, for Part 4, see section 16.\nvesting order, see section 17(1).\n(2) Words and expressions used in this Act that are defined in\nsection 9 of the Corporations Act 2001 have the same meanings as\nin that section, except in so far as they are defined differently in this\nAct or the context or subject matter otherwise indicates or requires.\n(3) An act, matter or thing is done, or has effect, for the purposes of an\nauthorised transaction if it is done or has effect:\n(a) for the purpose of effecting or facilitating an authorised\ntransaction; or\n\nPart 1 Preliminary matters\nPort of Darwin Act 2015 4\n(b) for any purpose that is ancillary or incidental to, or\nconsequential on, an authorised transaction; or\n(c) for any purpose connected with the vesting of port assets in a\npublic sector entity at any time after completion of an\nauthorised transaction.\n(4) The assets, rights and liabilities of a body corporate include the\nassets, rights and liabilities of a wholly-owned subsidiary of the\nbody corporate.\n(5) If this Act provides for an event or other thing to occur on a\nparticular day, that event or thing is taken to occur at the beginning\nof that day.\n4 Meaning of port assets\n(1) Port assets means any of the following:\n(a) the assets, rights and liabilities of the Darwin Port Corporation;\n(b) any assets, rights and liabilities of any other public sector\nentity that:\n(i) relate to, or are connected with, the Port of Darwin; and\n(ii) are designated by the Chief Minister under section 9(2)\nas port assets for this Act.\n(2) Assets, rights and liabilities transferred to a public sector entity for\nthe purposes of an authorised transaction that were port assets\nimmediately before their transfer continue to be port assets after\nthat transfer.\n(3) Assets, rights and liabilities cease to be port assets when they are\ntransferred (otherwise than under a lease or licence) to a private\nsector entity for the purposes of an authorised transaction.\n5 Act binds Crown\n(1) This Act binds the Crown in right of the Territory and, to the extent\nthe legislative power of the Legislative Assembly permits, the\nCrown in all its other capacities.\n(2) This Act does not render the Crown in any of its capacities liable to\nbe prosecuted for an offence.\n\nPart 2 Authorised transactions and proceeds\nPort of Darwin Act 2015 5\n6 Extraterritorial operation of Act\n(1) It is the intention of the Legislative Assembly that the operation of\nthis Act should, so far as possible, include operation in relation to\nthe following:\n(a) things situated outside the Territory, whether in or outside\nAustralia;\n(b) acts, omissions, transactions and matters done, made,\nentered into or occurring outside the Territory, whether in or\noutside Australia;\n(c) things, acts, omissions, transactions and matters (wherever\nsituated, done, made, entered into or occurring) that would,\napart from this Act, be governed or otherwise affected by the\nlaw of the Commonwealth, another Territory, a State or a\nforeign country.\n(2) This section does not limit the operation of any other provision of\nthis Act.\nPart 2 Authorised transactions and proceeds\n7 Authorised transactions\n(1) The transfer of port assets from the Darwin Port Corporation or any\nother public sector entity to either a private sector entity or a public\nsector entity is authorised subject to the following limitations:\n(a) Port of Darwin land can be leased or licensed to a private\nsector entity but the ownership of the freehold title to that land\nmust remain with a public sector entity;\n(b) a lease or licence of Port of Darwin land granted to a private\nsector entity cannot have a term that exceeds 99 years.\n(2) For subsection (1)(b), the period of 99 years begins from and\nincludes the day on which the lease or licence is first granted to a\nprivate sector entity after the commencement of this Act and\nincludes the term of any further lease or licence that may be\ngranted to a private sector entity under an option.\n\nPart 2 Authorised transactions and proceeds\nPort of Darwin Act 2015 6\n(3) There are no limitations on the nature of the entities that can be\nused, or on the kind of transaction arrangements that can be\nentered into, for the purposes of an authorised transaction.\nExamples for subsection (3)\nAn ownership structure involving a unit trust could be used. A transaction\narrangement involving the grant of an easement could be entered into.\n(4) Port assets can be transferred for the purposes of an authorised\ntransaction in any manner.\n(5) Without limiting subsection (4), port assets of a body corporate (the\nport assets holder) can be transferred to another body corporate\nby the port assets holder becoming a wholly-owned subsidiary of\nthe other body corporate.\n(6) No compensation is payable in connection with the transfer of port\nassets to a public sector entity under an authorised transaction, but\nthis does not prevent the transfer being for consideration.\n(7) To avoid doubt, subsection (3) is not limited by section 11.\n8 Proceeds of authorised transaction\n(1) The proceeds of any transfer of port assets to a private sector entity\nunder an authorised transaction (the transaction proceeds)\nbelong to, and are payable directly to, the Territory.\n(2) The transaction proceeds include any payment to a public sector\nentity:\n(a) that is a premium or periodic payment under a lease or licence\nof port assets granted, or payable in respect of the grant of\nany other right, to the private sector entity; and\n(b) in respect of a tax, duty, fee or charge imposed by any law of\nthe Territory in connection with a transaction arrangement.\n(3) This section does not affect the validity or enforceability of any\ntransaction arrangement, including one the validity of which is\ndependent on the provision of valuable consideration.\n\nPart 3 Facilitating authorised transactions\nPort of Darwin Act 2015 7\nPart 3 Facilitating authorised transactions\n9 Chief Minister's functions\n(1) The Chief Minister has, and may exercise:\n(a) any functions that are necessary or convenient for the\npurposes of an authorised transaction; and\n(b) any other function conferred on the Chief Minister under this\nAct.\n(2) The Chief Minister may, by written order, designate any assets,\nrights or liabilities of a public sector entity as port assets for this Act.\nExample for subsection (2)\nLand within, or in the vicinity of, the Port of Darwin that is vested in a public\nsector entity.\n(3) The Chief Minister may, by written order, designate a lease or\nlicence of port assets as a port assets instrument for section 23.\n(4) The Chief Minister may, by written order, confirm that a specified\nthing done after the completion of an authorised transaction was\ndone for the purposes of that transaction.\n(5) An order under subsection (2), (3) or (4) is conclusive as to the\nmatters specified in it.\n10 Manner of effecting authorised transaction\nAn authorised transaction must be effected as directed by the Chief\nMinister and can be effected in any manner considered appropriate\nby the Chief Minister.\n11 Transaction companies\n(1) For the purposes of an authorised transaction, the Chief Minister\nmay, by written order, direct that a body corporate be established\nas a transaction company in any way mentioned in subsection (2).\n(2) The ways are:\n(a) the formation or acquisition by, or on behalf of, one or more\npublic sector entities of a body corporate limited by shares, so\nthat all the issued shares in the body corporate are held by, or\non behalf of, the public sector entity or entities; or\n\nPart 3 Facilitating authorised transactions\nPort of Darwin Act 2015 8\n(b) the formation or acquisition of a body corporate as a\nwholly-owned subsidiary of a transaction company.\n(3) A body corporate established in accordance with a direction of the\nChief Minister under subsection (1) is a transaction company for\nthis Act.\n(4) A transaction company that is a public sector entity may be\nconverted from one kind of body corporate to another.\n(5) Except with the written agreement of the Chief Minister:\n(a) a transaction company is not, and does not represent, the\nTerritory; and\n(b) the liabilities of a transaction company are not guaranteed by\nthe Territory.\n(6) The Chief Minister may act for, or on behalf of, a public sector entity\n(including a transaction company that is a public sector entity) in\nconnection with the rights and liabilities of the public sector entity as\nthe holder of shares or other securities in, or issued by, a\ntransaction company.\n(7) Shares and other securities in, or issued by, a transaction company\nthat is a public sector entity must not be issued, sold or transferred\nexcept:\n(a) in accordance with a direction of the Chief Minister under\nsection 13; or\n(b) by the Chief Minister on behalf of the transaction company\nunder subsection (8).\n(8) The Chief Minister may, on behalf of a public sector entity (including\na transaction company that is a public sector entity), enter into and\ncarry out a transaction arrangement for the issue, sale or transfer of\nshares or other securities in, or issued by, a transaction company.\n12 Functions of Darwin Port Corporation and transaction\ncompanies\n(1) The Darwin Port Corporation and each transaction company has,\nand may exercise, any functions that are necessary or convenient\nfor the purposes of an authorised transaction.\n(2) The Chief Minister may act for, or on behalf of, the Darwin Port\nCorporation, or a transaction company that is a public sector entity,\nin the exercise of any of its functions for the purposes of an\nauthorised transaction.\n\nPart 3 Facilitating authorised transactions\nPort of Darwin Act 2015 9\n(3) The functions conferred by this section are in addition to any other\nfunctions that the Darwin Port Corporation or the transaction\ncompany has apart from this section and those other functions do\nnot prevent or otherwise limit the exercise of the additional\nfunctions conferred by this section.\n13 Direction and control of public sector entities\n(1) A public sector entity is subject to the direction and control of the\nChief Minister in the exercise of any of its functions for the purposes\nof an authorised transaction.\n(2) The Chief Minister may, for the purposes of an authorised\ntransaction, give a written direction to a public sector entity or to a\ndirector or other officer of a public sector entity.\nExample for subsection (2)\nThe Chief Minister may direct a public sector entity to execute a lease.\n(3) Without limiting subsection (1) or (2), a direction under this section\nmay:\n(a) specify how the public sector entity is to conduct its business\nor other affairs; or\n(b) require the public sector entity to allow a transaction company\nto make use of the services of any employee of that entity for\nthe period, or until the occurrence of an event, specified in the\ndirection; or\n(c) require the public sector entity to do something that it could\nnot otherwise lawfully do or refrain from doing something that\nit could not otherwise lawfully refrain from doing.\n(4) The public sector entity, or the director or other officer, as the case\nrequires, must comply with a direction under this section.\n(5) To avoid doubt, a direction under this section can only be given to a\ntransaction company (or to a director or other officer of the\ncompany), and is only required to be complied with, while the\ncompany is a public sector entity.\n(6) Despite anything to the contrary in any Act, action taken by a public\nsector entity, or a director or other officer of a public sector entity, to\ncomply with a direction under this section does not require the\nconsent or approval of:\n(a) any other minister; or\n(b) any other public sector entity; or\n\nPart 3 Facilitating authorised transactions\nPort of Darwin Act 2015 10\n(c) any public sector employee or other officer of, or person\nemployed by, a public sector entity.\n(7) A provision of any other Act specifying a procedure to be followed\nin relation to a direction given by the Chief Minister or any other\nminister to a public sector entity, or to a director or other officer of a\npublic sector entity, does not apply to a direction under this section.\n(8) This section does not affect the ability of a minister to give\ndirections:\n(a) to a GOC under the Government Owned Corporations\nAct 2001; or\n(b) to the Land Development Corporation under section 8(1) of\nthe Land Development Corporation Act 2003.\n(9) However, if there is an inconsistency between a direction of the\nChief Minister under this section and a direction of a minister to\nwhich this subsection applies (whether given before or after the\nChief Minister's direction), the Chief Minister's direction prevails to\nthe extent of the inconsistency.\n(10) Subsection (9) applies to a direction:\n(a) mentioned in subsection (8); or\n(b) given under section 15 of the Darwin Port Corporation\nAct 1983 before its repeal.\n14 Immunity of directors and other officers\n(1) A director or other officer of a public sector entity is not personally\nliable for anything done or omitted to be done by the director or\nofficer in good faith:\n(a) for the purpose of complying with a direction of the Chief\nMinister under section 13; or\n(b) in the reasonable belief that the act or omission was for the\npurpose of complying with a direction of the Chief Minister\nunder section 13.\n(2) Subsection (1) does not affect any liability the Territory would, apart\nfrom that subsection, have for the act or omission.\n\nPart 4 Vesting orders\nPort of Darwin Act 2015 11\n15 Interaction between this Part and Corporations Act 2001\n(1) The provisions of this Part are declared to be Corporations\nlegislation displacement provisions for the purposes of section 5G\nof the Corporations Act 2001 in relation to the provisions of the\nCorporations legislation generally.\n(2) In this section:\nCorporations legislation means the Corporations legislation to\nwhich Part 1.1A of the Corporations Act 2001 applies.\nPart 4 Vesting orders\n16 Definitions\nIn this Part:\ntransferee means an entity in which port assets are vested by a\nvesting order.\ntransferor means an entity from which port assets are divested by\na vesting order.\n17 Making of vesting order\n(1) For the purposes of an authorised transaction, the Chief Minister\nmay, by written order (a vesting order), vest port assets in an\nentity specified in the order as the transferee.\n(2) To avoid doubt, a vesting order may be made:\n(a) in respect of port assets that were vested in the transferor by\nan earlier vesting order; and\n(b) for the purposes of an authorised transaction after the\ncompletion of that transaction.\n18 Vesting of port assets in transferee\n(1) When port assets are vested by a vesting order:\n(a) any assets comprised in the port assets vest in the transferee\nby operation of this Part and without the need for any\nconveyance, transfer, assignment or assurance; and\n(b) any rights and liabilities comprised in the port assets become,\nby operation of this Part, rights and liabilities of the transferee;\nand\n\nPart 4 Vesting orders\nPort of Darwin Act 2015 12\n(c) any proceedings relating to the port assets by or against the\ntransferor that are pending immediately before the vesting are\ntaken to be proceedings pending by or against the transferee;\nand\n(d) the transferee has all the entitlements and obligations\n(whether actual or potential) in relation to the port assets that\nthe transferor would have had but for the vesting; and\n(e) any act, matter or thing done or omitted to be done in relation\nto the port assets by, to or in respect of the transferor is (to the\nextent that the act, matter or thing continues to have any force\nor effect) taken to have been done or omitted by, to or in\nrespect of the transferee; and\n(f) a reference in any Act, any instrument made under any Act or\nany document of any kind to the transferor or a predecessor of\nthe transferor is (to the extent that it relates to the port assets)\nto be read as, or as including, a reference to the transferee;\nand\n(g) the transferee becomes, by operation of this Part, the\nsuccessor in law of the transferor in relation to the port assets.\n(2) The vesting of land that is subject to a lease is valid without an\nattornment by the lessee.\n(3) This section is subject to any provision made by the vesting order.\n19 Terms and conditions\n(1) A vesting order may be made on any terms and conditions that are\nspecified in the order.\n(2) Without limiting subsection (1), a vesting order may:\n(a) specify the consideration for which a vesting is made and the\nvalue or values at which port assets are vested; or\n(b) vest an interest in respect of land vested in the transferor\nwithout vesting the whole of the interests of the transferor in\nthat land.\n(3) If an interest in land vested under a vesting order is not a separate\ninterest, the vesting order operates to create the vested interest in\nthe terms specified in the order.\n(4) This section does not limit any other provision of this Part.\n\nPart 4 Vesting orders\nPort of Darwin Act 2015 13\n20 Certification to registration authorities\n(1) A transferee or transferor may lodge with a registration authority a\ncertificate certifying as to any information that may reasonably be\nrequired by the registration authority to enable the registration\nauthority to exercise any of its functions arising in connection with a\nvesting under a vesting order.\n(2) The certificate must be accepted and acted on by the registration\nauthority.\n(3) Despite anything to the contrary in any law, the registration\nauthority is not entitled to require that information be provided to it\nin any particular form or in any particular manner.\n(4) No fee or charge is payable by the transferee or transferor to a\nregistration authority for or in respect of the exercise by it of any\nfunction mentioned in subsection (1).\n(5) Unless the contrary is established, a document purporting to be a\ncertificate given under this section is taken to be such a certificate\nand to have been properly given.\n(6) In this section:\nregistration authority means an entity that has functions under\nany law in connection with the keeping of a register in respect of\nassets, rights or liabilities.\n21 Confirmation of vesting\n(1) The Chief Minister may, by written order, confirm a vesting of\nparticular port assets by a vesting order.\n(2) The written order is evidence of that vesting.\n22 Access to vesting orders\n(1) This section applies if:\n(a) a person requests a copy of the whole or any part of a vesting\norder from the Chief Minister; and\n(b) the Chief Minister is satisfied that the person has a proper\ninterest in having access to the vesting order.\n(2) The Chief Minister must give the person a copy of so much of the\nvesting order as relates to the person's interest.\n\nPart 5 Other arrangements related to authorised transactions\nPort of Darwin Act 2015 14\nPart 5 Other arrangements related to authorised\ntransactions\n23 Effect of certain provisions of port assets instruments\n(1) A provision of a port assets instrument dealing with any of the\nfollowing matters has effect as if it were a provision of this Act,\ndespite anything to the contrary in any law:\n(a) the payment of any amount by way of premium under the\ninstrument, or the prepayment of amounts (including periodic\npayments such as rent) under the instrument, and the\nretention of those amounts by a party to the instrument or the\nTerritory;\n(b) the circumstances or conditions under which the instrument\nmay be terminated by a party to it;\n(c) the continuation of the instrument, including any obligation to\nmake periodic payments, despite unintended or unforeseen\ncircumstances arising including, for example, circumstances\nthat would otherwise result in any obligations under the\ninstrument:\n(i) being incapable of performance; or\n(ii) not being required to be performed;\n(d) the amounts payable, and the rights and obligations of the\nparties to the instrument, in the event of a breach or\ntermination of the instrument;\n(e) the non-refundability in any circumstances (including the\ntermination of the instrument) of any amount paid on account\nof rent, licence fee, premium, option fee, outgoings, security\ndeposit or otherwise;\n(f) the entitlement to, or the retention or application of, security;\n(g) the payment of a sum that is in the nature of a penalty;\n(h) the ownership of, or the vesting or forfeiture of ownership of,\nany real or personal property on termination of the instrument\nor on the occurrence of some other specified event or other\nthing;\n(i) the liability of any party to the instrument in relation to the port\nassets;\n\nPart 5 Other arrangements related to authorised transactions\nPort of Darwin Act 2015 15\n(j) the operation of any set-off.\n(2) In this section:\nport assets instrument means:\n(a) a lease or licence of port assets entered into for the purposes\nof an authorised transaction; or\n(b) a lease or licence of port assets that is designated by the\nChief Minister under section 9(3) as a port assets instrument\nfor this section.\n24 Direction to grant, issue or transfer relevant authorisation\n(1) The Chief Minister may give a direction to a public sector entity for\nor with respect to the grant or issue of any relevant authorisation, or\nthe transfer of any relevant authorisation, to a new port operator.\n(2) Without limiting subsection (1), a direction may do any of the\nfollowing:\n(a) require the grant, issue or transfer to be done without an\napplication being made or determined;\n(b) displace or modify any provision of a relevant law in its\napplication to the grant, issue or transfer;\n(c) specify the terms, conditions or endorsements subject to\nwhich the relevant authorisation is to be granted, issued or\ntransferred or that are to be attached to it.\n(3) A direction for the grant or issue of a relevant authorisation may\nonly require the grant or issue of an authorisation that:\n(a) will replace a relevant authorisation that is in force\nimmediately before the grant or issue; and\n(b) is subject to terms, conditions or endorsements that are the\nsame, or are to substantially the same effect, as those to\nwhich the replaced relevant authorisation is subject.\n(4) The Chief Minister must consult with a public sector entity before\ngiving a direction to it under this section.\n(5) A public sector entity exercising functions under a relevant law must\ncomply with a direction under this section.\n(6) This section does not prevent a relevant authorisation being vested\nin a new port operator under a vesting order.\n\nPart 5 Other arrangements related to authorised transactions\nPort of Darwin Act 2015 16\n(7) In this section:\nrelevant law means any Act or statutory instrument under which\nthe Darwin Port Corporation held a relevant authorisation\nimmediately before the commencement of this Act.\n25 Provisions relating to grant, issue or transfer of relevant\nauthorisation\n(1) A relevant authorisation granted, issued or transferred to the\nDarwin Port Corporation or to a new port operator may not be\nsuspended or cancelled on the ground of:\n(a) the conversion of the Darwin Port Corporation or the new port\noperator into a different kind of entity; or\n(b) any change in officers or shareholders resulting from that\nconversion or under a transaction arrangement.\n(2) Subsection (3) applies to anything done by the Darwin Port\nCorporation in relation to port assets in compliance with a term,\ncondition or endorsement of a relevant authorisation.\n(3) The thing is to be taken to have been done by a new port operator\nfor the purposes of any corresponding term, condition or\nendorsement of a relevant authorisation granted, issued or\ntransferred to the new port operator under section 24.\n26 Severance of fixtures\n(1) This section applies to any fixtures that are:\n(a) owned by the Darwin Port Corporation or another public sector\nentity; and\n(b) situated on land owned by the Darwin Port Corporation or\nanother public sector entity.\n(2) For the purposes of an authorised transaction, the Chief Minister\nmay, by written order, direct that specified fixtures are severed from\nthe land on which they are situated.\n(3) The effect of an order under subsection (2) is that the fixtures are\nsevered from the land, and may be dealt with as personal property\nseparate from the land, for the purposes of an authorised\ntransaction.\n\nPart 6 Miscellaneous matters\nPort of Darwin Act 2015 17\n(4) An order under subsection (2) may provide for or with respect to:\n(a) the right for the fixture to continue to be situated on the land;\nor\n(b) any right to do anything on that land in relation to the fixture.\n27 No relief against forfeiture\n(1) Relief against forfeiture of a sublease of port assets (whether under\nsection 138 or 139 of the Law of Property Act 2000 or any other law\nof the Territory) is not available if the sublease is being terminated\nas a consequence of the lawful termination of the head lease of\nthose port assets.\n(2) This section only applies to a sublease granted for the purposes of\nan authorised transaction.\n28 Crown Lands Act 1992 not to apply to lease or licence\nThe Crown Lands Act 1992 does not apply to a lease or licence of\nport assets entered into for the purposes of an authorised\ntransaction.\nPart 6 Miscellaneous matters\n29 Excluded matter for Corporations Act 2001\nAny act or omission of the Chief Minister under this Act is declared\nto be an excluded matter for the purposes of section 5F of the\nCorporations Act 2001 in relation to Chapter 2D of that Act.\n30 General relationship of Act with other provisions\n(1) The following provisions do not operate to prevent, restrict or\notherwise limit the carrying out of a transaction arrangement or the\nexercise of a function for the purposes of an authorised transaction:\n(b) any provision of the Government Owned Corporations\nAct 2001;\n(c) any provision of the Land Development Corporation Act 2003;\n(d) any provision of the constitution of a GOC or a subsidiary of a\nGOC.\n\nPart 6 Miscellaneous matters\nPort of Darwin Act 2015 18\n(2) The Information Act 2002 does not apply to anything done:\n(a) under a direction of the Chief Minister given under this Act or a\nvesting order or otherwise for the purposes of an authorised\ntransaction; and\n(b) that is, or involves, a disposal (as defined in section 4 of the\nInformation Act 2002) of a record (as defined in that section)\nto a transaction company.\n(3) If there is an inconsistency between a provision of this Act or the\nregulations and a provision of any other law of the Territory that is\nprescribed by the regulations as an inconsistent provision for this\nsection, the provision of this Act or the regulations (as the case\nrequires) prevails to the extent of the inconsistency.\n31 Compensation not payable\n(1) Compensation is not payable by or on behalf of the Crown, a public\nsector entity or an officer, employee or agent of the Crown or of a\npublic sector entity:\n(a) because of the enactment, commencement or operation of\nthis Act or the making, commencement or operation of any\nstatutory instrument made under this Act (including a statutory\ninstrument that amends this Act); or\n(b) for any consequence of that enactment, making,\ncommencement or operation; or\n(c) for any statement or conduct relating to that enactment or\nmaking.\n(2) This section does not extend to compensation payable under a\ntransaction arrangement to a party to the arrangement in\nconnection with the performance of obligations under it.\n(3) In this section:\ncompensation includes damages and any other form of monetary\ncompensation.\nconduct includes any act or omission, whether unconscionable,\nmisleading, deceptive or otherwise.\nCrown, see section 4 of the Crown Proceedings Act 1993.\noperation of this Act includes the operation of any agreement\nentered into under, or for, this Act or any statutory instrument made\nunder this Act.\n\nPart 6 Miscellaneous matters\nPort of Darwin Act 2015 19\nstatement includes a representation of any kind:\n(a) whether made orally or in writing; and\n(b) whether negligent, false, misleading or otherwise.\n32 Effect of things done under Act\n(1) This section applies to the following:\n(a) the enactment, commencement or operation of this Act or the\nmaking, commencement or operation of any statutory\ninstrument made under this Act (including a statutory\ninstrument that amends this Act);\n(b) a transfer of port assets for the purposes of an authorised\ntransaction, including under a vesting order;\n(c) the entering into of, or performance of obligations by a public\nsector entity under, a transaction arrangement;\n(d) a disclosure of information by, on behalf of or with the consent\nor approval of, a public sector entity for the purposes of an\nauthorised transaction;\n(e) the doing, or omitting to do, of any other act, matter or thing\nunder, or for, this Act or any statutory instrument made under\nthis Act.\n(2) The acts, matters or things to which this section applies:\n(a) are not to be regarded as placing any person in breach of\ncontract or confidence or as otherwise making any person\nguilty of a civil wrong; or\n(b) are not to be regarded as placing any person in breach of, or\nas constituting a default under:\n(i) any law of the Territory; or\n(ii) any provision in any agreement, arrangement or\nunderstanding including, but not limited to, any provision\nprohibiting, restricting or regulating the assignment or\ntransfer of any property or the disclosure of any\ninformation; or\n(c) are not to be regarded as fulfilling any condition which allows\na person to exercise a right or remedy in respect of, or to\nterminate, any agreement or obligation; or\n\nPart 6 Miscellaneous matters\nPort of Darwin Act 2015 20\n(d) are not to be regarded as giving rise to any remedy for a party\nto a contract or an instrument or as causing or permitting the\ntermination of any contract or instrument because of a change\nin the beneficial or legal ownership of any property, right or\nliability; or\n(e) are not to be regarded as causing any contract or instrument\nto be void or otherwise unenforceable; or\n(f) are not to be regarded as frustrating any contract; or\n(g) do not release any surety or other obligee wholly or in part\nfrom any obligation.\n33 Delegation\nThe Chief Minister may delegate any of the Chief Minister's\nfunctions under this Act to the Treasurer or any other minister.\n34 Orders\n(1) An order made under this Act takes effect at the beginning of the\nday on which it is made or any later time specified in the order.\n(2) A document purporting to be an order made under this Act is,\nunless the contrary is established, taken to be such an order and to\nhave been properly made.\n(3) A certificate purporting to be signed by the Chief Minister or an\nofficer prescribed by regulation certifying that an order mentioned in\nthe certificate is an order made under a specified provision of this\nAct is admissible in evidence in any legal proceedings and is\nevidence of the matters certified.\n35 Regulations\nThe Administrator may make regulations under this Act.\n36 Amendment or modification of operation of Act by regulation\n(1) The Administrator may make a regulation that amends, or modifies\nthe operation of, this Act (other than this section) in relation to any\nmatter arising from, connected with or consequential on an\nauthorised transaction.\n(2) A regulation made under subsection (1) may be expressed to have\ntaken effect on a day earlier than the day on which it is made, other\nthan a day earlier than the day on which this section commences.\n\nPart 6 Miscellaneous matters\nPort of Darwin Act 2015 21\n(3) The Administrator may only make a regulation under subsection (1)\nbefore the completion of the authorised transaction.\n\nENDNOTES\nPort of Darwin Act 2015 22\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nPort of Darwin Act 2015 (Act No. 10, 2015)\nAssent date 22 May 2015\nCommenced 9 June 2015 (Gaz S57, 9 June 2015)\nPorts Legislation Amendment Act 2020 (Act No. 20, 2020)\nAssent date 1 July 2020\nCommenced 30 July 2020 (Gaz G30, 29 July 2020, p )\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22 of 2018) to: ss 3, 13, 27, 28, 30 and 31.\n4 LIST OF AMENDMENTS\ns 3 amd No. 20, 2020, s 45\ns 13 amd No. 20, 2020, s 45\ns 30 amd No. 20, 2020, s 45","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"Endnotes show later amendments. The Ports Legislation Amendment Act 2020 (Act No. 20, 2020) amended sections 3, 13 and 30 (assent 1 July 2020; commenced 30 July 2020). The Interpretation Legislation Amendment Act 2018 made formal amendments to ss 3, 13, 27, 28, 30 and 31. These recorded amendments altered definitions, the Chief Minister’s direction/control provisions and the Act’s relationship with other Territory laws, and therefore changed aspects of the Act’s operational scope (see Endnotes)."},"complexity_factors":["Broad executive discretion to design and effect transactions (Chief Minister's functions and directions) — ss 9, 10, 13.","Vesting orders that transfer assets, rights and liabilities by operation of the Act (no conveyance required) and may include bespoke terms — ss 17–19.","Interaction with corporate law: declared displacement/exclusion relative to Corporations Act and excluded matters for Chapter 2D — ss 15, 29; special rules for transaction companies and share transfers — s 11.","Overrides of other Territory laws and registries, plus mandatory acceptance of certificates by registration authorities — ss 20, 23, 30, 32.","Financial/fiscal rules concentrating proceeds in the Territory and limiting compensation claims — ss 8, 31.","Power to sever fixtures and treat property differently for transactions, affecting property and contract law remedies (forfeiture, no relief) — ss 26–27.","Extraterritorial operation clause broadening reach to acts and assets outside the Territory — s 6.","Regulatory power to amend or modify the Act's operation (including retrospective effect before completion) increases implementation complexity — s 36.","Immunities and compulsion: officers protected for compliance with Ministerial directions; public sector entities must comply without other consents — ss 13–14, 13(6)–(7)."],"plain_english_summary":"Allows the Territory to transfer Port of Darwin assets, rights and liabilities to public or private entities, permits leases to private parties up to 99 years while keeping freehold with a public sector entity, and states that proceeds from transfers to private entities belong to the Territory (ss 7–8).\n\nGrants the Chief Minister broad powers to designate port assets, direct how transactions are carried out, establish \"transaction companies\", make vesting orders that transfer assets and liabilities without conventional conveyancing, and to override or modify other Territory laws while limiting compensation and certain remedies (ss 9, 11, 17, 23, 31–32)."},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation appears to remain focused on its original purpose: facilitating the transfer/leasing of Port of Darwin assets. While it grants extraordinarily broad powers to the Chief Minister and creates multiple legal bypasses, these are all instrumental to the core purpose of enabling the port privatisation transaction. The scope has not expanded into unrelated policy areas."},"complexity_factors":["Extensive cross-referencing with other Acts (Corporations Act 2001, Ports Management Act 2015, Crown Lands Act 1992, Government Owned Corporations Act 2001, Land Development Corporation Act 2003)","27 defined terms in the interpretation section (section 3), including complex nested definitions like 'public sector entity' which has 8 sub-categories","Multiple mechanisms for achieving the same outcome (vesting orders vs. ordinary transfer vs. corporate restructuring)","Complex temporal provisions dealing with assets before, during and after transactions (section 3(3), section 4(2)-(3))","Displacement provisions that override other legislation (sections 15, 28, 29, 30)","Conditional immunity provisions for directors (section 14) with good faith requirements","Nested exceptions in Part 5 (section 23) converting contractual provisions into statutory provisions","Regulation-making power that allows retrospective amendment of the Act itself (section 36)"],"plain_english_summary":"**What this law does:**\n\nThis is the law that authorised the controversial 99-year lease of the Port of Darwin to a private company (Landbridge Group, a Chinese company). It creates a special legal framework to transfer control of the port from the Northern Territory Government to a private operator.\n\n**Key things the law allows:**\n\n*   **Selling or leasing the port:** It authorises the transfer of \"port assets\" — which includes land, buildings, equipment, contracts, and debts related to the Port of Darwin — from the government-owned Darwin Port Corporation to a private company.\n*   **99-year limit:** Private companies can only get leases or licences for up to 99 years. The government must keep ownership of the land itself (freehold title).\n*   **The Chief Minister has extraordinary powers:** The Chief Minister can:\n    *   Direct government bodies to do almost anything needed to complete the deal\n    *   Override other laws that might block the transaction\n    *   Create special \"transaction companies\" to handle the deal\n    *   Transfer assets automatically by \"vesting order\" (like a government decree) without normal paperwork\n*   **Protects the deal from legal challenges:** The law says no compensation is payable for anything done under this Act, and actions taken under it cannot be challenged as breaches of contract or other civil wrongs.\n*   **Bypasses normal rules:** It overrides the usual corporations law, Crown lands law, and freedom of information laws to keep details of the transaction secret if needed.\n\n**Who it affects:**\n\n*   The Northern Territory Government and its agencies\n*   The Darwin Port Corporation (the former government operator)\n*   Private companies wanting to operate the port (initially Landbridge)\n*   Anyone with contracts or legal rights connected to the port\n\n**Why it matters:**\n\nThis law was designed to fast-track the privatisation of a major strategic asset — Australia's northernmost deep-water port, close to Asia. It removes normal legal safeguards and parliamentary oversight to allow the government to structure complex commercial deals with minimal transparency. The 2015 lease to Landbridge later became a major national security concern, leading to federal government scrutiny and attempts to terminate the lease."},"issue_detection":{"absurdities":[],"contradictions":[]},"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/port-of-darwin-act-2015","history":"/api/acts/port-of-darwin-act-2015/history","analysis":"/api/acts/port-of-darwin-act-2015/analysis","conflicts":"/api/acts/port-of-darwin-act-2015/conflicts","importantCases":"/api/acts/port-of-darwin-act-2015/important-cases","documents":"/api/acts/port-of-darwin-act-2015/documents"}}