{"id":"nsw:act-2012-101","name":"Ports Assets (Authorised Transactions) Act 2012","slug":"ports-assets-authorised-transactions-act-2012","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"101 of 2012","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30295,"registerId":"nsw-act-2012-101-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Ports Assets (Authorised Transactions) Act 2012](/view/html/inforce/current/act-2012-101).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Act commences on the date of assent to this Act.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation—key definitions","content":"#### 3 Interpretation—key definitions\n\n3 Interpretation—key definitions\n\n> Note—\n> \n> Schedule 1 contains other interpretative provisions.\n> \n> In this Act—\n> \n> associated port land means land (including an interest in land) at Botany Bay, Port of Newcastle or Port Kembla that is vested in any of the following public sector agencies and designated by the Treasurer by order in writing as associated port land for the purposes of this Act—\n> \n> > (a) Transport for NSW,\n> \n> > (b) Property and Development NSW,\n> \n> > (c) any other public sector agency prescribed by the regulations for the purposes of this definition.\n> \n> authorised transaction means a transfer of ports assets authorised by Part 2.\n> \n> Port Botany land means land at Botany Bay that is ports assets.\n> \n> Port Kembla land means land at Port Kembla that is ports assets.\n> \n> Port of Newcastle land means land at Port of Newcastle that is ports assets.\n> \n> port SOC means the Port Kembla Port Corporation, the Newcastle Port Corporation or the Sydney Ports Corporation.\n> \n> ports assets means—\n> \n> > (a) the assets, rights and liabilities of a port SOC, and\n> \n> > (b) associated port land.\n> \n> retained assets means ports assets that relate only to port operations in Sydney Harbour, the port of Yamba or the port of Eden (and not to port operations in any other port).\n> \n> Note—\n> \n> For example, ports assets that relate to port operations in both Sydney Harbour and Botany Bay are not retained assets.\n> \n> **s 3:** Am 2013 No 52, Sch 1 \\[1\\]–\\[3\\]; 2017 No 22, Sch 2.34; 2020 No 30, Sch 4.76; 2024 No 27, Sch 2.10.","sortOrder":3},{"sectionNumber":"Part 2","sectionType":"part","heading":"Authorised transactions","content":"# Part 2 Authorised transactions\n\nPart 2 Authorised transactions","sortOrder":4},{"sectionNumber":"4","sectionType":"section","heading":"Authorised transfer of ports assets","content":"#### 4 Authorised transfer of ports assets\n\n4 Authorised transfer of ports assets\n\n> > (1) This Act authorises the transfer of ports assets to the private sector or to any public sector agency, subject to the following limitations—\n> > \n> > > (a) Port Botany land, Port Kembla land, Port of Newcastle land and associated port land can be leased to the private sector but the ownership of the freehold title to that land must remain with a public sector agency,\n> > \n> > > (b) any lease of Port Botany land, Port Kembla land, Port of Newcastle land or associated port land must not have a term that, together with the term of any further lease that may be granted under an option in respect of it, exceeds 99 years,\n> > \n> > > (c) this Act does not authorise the transfer of retained assets to the private sector.\n> \n> > (2) No compensation is payable in connection with the transfer under this Act of ports assets to a public sector agency (but this does not prevent such a transfer being for consideration).\n> \n> **s 4:** Am 2013 No 52, Sch 1 \\[4\\].","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Proceeds of transaction","content":"#### 5 Proceeds of transaction\n\n5 Proceeds of transaction\n\n> > (1) The proceeds of the transfer of ports assets to the private sector pursuant to an authorised transaction (the transaction proceeds) belong to and are payable directly to the State.\n> \n> > (2) The transaction proceeds include any payment to a public sector agency that is a periodic lease payment under a lease of ports assets to the private sector pursuant to an authorised transaction.\n> \n> > (3) The transaction proceeds paid to the State are to be paid into the Restart NSW Fund (the Fund) established under the [Restart NSW Fund Act 2011](/view/html/inforce/current/act-2011-032).\n> \n> > (4) The following deductions are authorised to be made from the transaction proceeds—\n> > \n> > > (a) deduction of such amounts as the Treasurer approves to repay debt and satisfy other liabilities of a public sector agency in respect of ports assets transferred for the purposes of an authorised transaction,\n> > \n> > > (b) deduction of such amounts as the Treasurer approves to reimburse public sector agencies for payments made by them in respect of any tax, duty, fee or charge imposed by any Act or law of the State or any other jurisdiction in connection with a transaction arrangement,\n> > \n> > > (c) deduction of such amounts as the Treasurer approves to satisfy any liability of a public sector agency arising under or in connection with a transaction arrangement,\n> > \n> > > (d) deduction of such amounts as the Treasurer approves to meet expenses reasonably incurred by public sector agencies for the purposes of an authorised transaction.\n> \n> > (5) The transaction proceeds do not include any amount certified by the Treasurer to have been paid to a public sector agency as a tax, duty, fee or charge imposed by any Act or law of the State in connection with a transaction arrangement.\n> \n> > (6) The deductions authorised to be made from the transaction proceeds may be made before payment of the transaction proceeds into the Fund or may be made by payment from the Fund.\n> \n> > (7) The requirements of this section do not affect the validity of a transaction arrangement.","sortOrder":6},{"sectionNumber":"Part 3","sectionType":"part","heading":"Facilitating authorised transactions","content":"# Part 3 Facilitating authorised transactions\n\nPart 3 Facilitating authorised transactions","sortOrder":7},{"sectionNumber":"6","sectionType":"section","heading":"Treasurer’s functions","content":"#### 6 Treasurer’s functions\n\n6 Treasurer’s functions\n\n> The Treasurer has and may exercise all such functions as are necessary or convenient for the purposes of an authorised transaction. The functions conferred on the Treasurer by any other provision of this Act do not limit the Treasurer’s functions under this section.","sortOrder":8},{"sectionNumber":"7","sectionType":"section","heading":"Manner of effecting authorised transaction","content":"#### 7 Manner of effecting authorised transaction\n\n7 Manner of effecting authorised transaction\n\n> > (1) An authorised transaction is to be effected as directed by the Treasurer and can be effected in any manner considered appropriate by the Treasurer.\n> \n> > (2) There are no limitations as to the nature of the transactions or arrangements that can be entered into or used for the purposes of an authorised transaction.\n> > \n> > Note—\n> > \n> > For example, an ownership structure involving a unit trust could be used for the purposes of an authorised transaction.\n> \n> > (3) The provisions of this Act for the establishment of various kinds of transaction entity do not limit the nature of the legal entities or arrangements that can be used for the purposes of an authorised transaction.","sortOrder":9},{"sectionNumber":"8","sectionType":"section","heading":"Transaction SOCs","content":"#### 8 Transaction SOCs\n\n8 Transaction SOCs\n\n> > (1) A statutory State owned corporation may be established under this Act as a transaction SOC for the purposes of an authorised transaction.\n> \n> > (2) The Governor may by order published in the Gazette—\n> > \n> > > (a) create a corporation under a corporate name specified in the order, and\n> > \n> > > (b) specify the functions of the corporation, and\n> > \n> > > (c) direct that the corporation is established as a statutory State owned corporation and as a transaction SOC.\n> \n> > (3) On the day on which the order takes effect—\n> > \n> > > (a) a corporation is constituted with the corporate name and functions specified in the order, and\n> > \n> > > (b) the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) is amended by inserting in Schedule 5 the corporate name specified in the order (to establish the corporation as a statutory State owned corporation under that Act), and\n> > \n> > > (c) the State owned corporation thereby established is a transaction SOC for the purposes of this Act.\n> \n> > (4) The portfolio Minister of a SOC established under this section is the Minister administering the [Ports and Maritime Administration Act 1995](/view/html/inforce/current/act-1995-013).\n> \n> > (5) Schedule 2 has effect with respect to a transaction SOC. The provisions of that Schedule are in addition to and (except to the extent to which that Schedule otherwise provides) do not derogate from the provisions of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134).","sortOrder":10},{"sectionNumber":"9","sectionType":"section","heading":"Transaction companies","content":"#### 9 Transaction companies\n\n9 Transaction companies\n\n> > (1) The Treasurer may for the purposes of an authorised transaction establish, or direct the establishment of, companies as transaction companies in any of the following ways—\n> > \n> > > (a) the formation or acquisition by or on behalf of the State or a SOC of a company limited by shares, so that all the issued shares in the company are held by or on behalf of the State or a SOC (or both),\n> > \n> > > (b) the formation or acquisition of a company as a wholly owned subsidiary company of a transaction company,\n> > \n> > > (c) the conversion of a port SOC or transaction SOC into a company limited by shares as provided by Schedule 3.\n> \n> > (2) A transaction company that is a public sector agency may be converted from one kind of company to any other kind of company.\n> \n> > (3) Except by express agreement with the Treasurer—\n> > \n> > > (a) a transaction company is not and does not represent the State, and\n> > \n> > > (b) the debts, liabilities and obligations of a transaction company are not guaranteed by the State.\n> \n> > (4) The Treasurer may act for or on behalf of the State, a SOC or a transaction company that is a public sector agency in connection with the rights, privileges and benefits, and the duties, liabilities and obligations, of the State, a SOC or a transaction company as the holder of shares or other securities in or issued by a transaction company.\n> \n> > (5) Shares and other securities in or issued by a transaction company that is a public sector agency may be issued, sold or transferred in accordance with the directions of the Treasurer. The Treasurer may on behalf of the State, a SOC or a transaction company that is a public sector agency, enter into and carry out transaction arrangements for the issue, sale or transfer of shares and other securities in or issued by a transaction company.\n> \n> > (6) If a port SOC becomes a transaction company by being converted into a company under this section, a reference in this Act to the port SOC includes a reference to that transaction company.","sortOrder":11},{"sectionNumber":"10","sectionType":"section","heading":"Additional functions of port SOCs and transaction entities","content":"#### 10 Additional functions of port SOCs and transaction entities\n\n10 Additional functions of port SOCs and transaction entities\n\n> > (1) Each port SOC and transaction entity has and may exercise all such functions as are necessary or convenient for the purposes of an authorised transaction.\n> \n> > (2) The functions conferred by this section are in addition to any other functions that a port SOC or a transaction entity has apart from this section and those other functions do not prevent or otherwise limit the exercise of the additional functions conferred by this section.\n> \n> > (3) The Treasurer may act for or on behalf of a port SOC or a transaction entity in the exercise of any of its functions for the purposes of an authorised transaction while it is a public sector agency.","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Direction and control of port SOCs and transaction entities","content":"#### 11 Direction and control of port SOCs and transaction entities\n\n11 Direction and control of port SOCs and transaction entities\n\n> > (1) Each port SOC and transaction entity is subject to the direction and control of the Treasurer in the exercise of any of its functions for the purposes of an authorised transaction while it is a public sector agency.\n> \n> > (2) The Treasurer may give directions for the purposes of an authorised transaction to a port SOC or transaction entity, and to the directors and other officers of a port SOC or transaction entity. Any such directions must be complied with by the port SOC, the transaction entity or the directors or other officers concerned.\n> \n> > (3) Directions to a transaction entity (or its directors and other officers) can only be given and are only required to be complied with while the transaction entity is a public sector agency.\n> \n> > (4) The power to give directions under this section extends to directions with respect to the way in which a port SOC or transaction entity is to conduct its business and other affairs.\n> \n> > (5) Action taken by a port SOC or transaction SOC to comply with a direction of the Treasurer under this Act does not require the approval of the voting shareholders or portfolio Minister of the corporation.\n> \n> > (6) Anything done or omitted to be done by a director or other officer of a port SOC or transaction entity in complying with a direction given by the Treasurer under this Act does not subject the director or officer personally to any action, liability, claim or demand.\n> \n> > (7) The provisions of this section are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the provisions of the Corporations legislation generally.","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Exercise of port SOC functions through subsidiaries","content":"#### 12 Exercise of port SOC functions through subsidiaries\n\n12 Exercise of port SOC functions through subsidiaries\n\n> > (1) If ports assets are transferred to a subsidiary of a port SOC for the purposes of an authorised transaction, the functions of the port SOC in respect of those ports assets become either retained functions or shared functions, as follows—\n> > \n> > > (a) retained functions are all functions of the port SOC except those that are shared functions,\n> > \n> > > (b) shared functions are the functions of the port SOC under Part 5 (Port charges) of the [Ports and Maritime Administration Act 1995](/view/html/inforce/current/act-1995-013) but only in respect of charges of a kind that can be fixed under that Part by the port operator of a private port.\n> \n> > (2) In the case of retained functions—\n> > \n> > > (a) the port SOC continues to have and may exercise retained functions as if the ports assets had remained vested in the port SOC, and\n> > \n> > > (b) the subsidiary is authorised to exercise retained functions on behalf of the port SOC (with the exception of any function or class of functions that is reserved to the port SOC by a direction of the port SOC to the subsidiary), and\n> > \n> > > (c) the subsidiary is subject to the direction and control of the port SOC in the exercise of retained functions on behalf of the port SOC, and\n> > \n> > > (d) any retained functions exercised by the subsidiary under this section are deemed to have been exercised by the port SOC.\n> \n> > (3) In the case of shared functions—\n> > \n> > > (a) both the port SOC and the subsidiary have and may exercise shared functions, and\n> > \n> > > (b) the subsidiary has and may exercise shared functions as if the subsidiary were the port SOC, and\n> > \n> > > (c) Part 6 (Price monitoring scheme) of the [Ports and Maritime Administration Act 1995](/view/html/inforce/current/act-1995-013) applies to the subsidiary in respect of port charges charged by the subsidiary in the exercise of shared functions as if it were the port operator, and\n> > \n> > > (d) the subsidiary exercises shared functions on its own account, and\n> > \n> > > (e) any charges collected by the subsidiary in the exercise of shared functions are for its own use and benefit.\n> \n> > (4) The regulations may prescribe additional functions of a port SOC as shared functions for the purposes of this section.\n> \n> > (5) This section operates only while the subsidiary in which ports assets are vested is a public sector agency.","sortOrder":14},{"sectionNumber":"13","sectionType":"section","heading":"Establishment of Ports Assets Ministerial Holding Corporation","content":"#### 13 Establishment of Ports Assets Ministerial Holding Corporation\n\n13 Establishment of Ports Assets Ministerial Holding Corporation\n\n> > (1) There is constituted by this Act a corporation with the corporate name of the Ports Assets Ministerial Holding Corporation.\n> \n> > (2) The Corporation is a statutory body representing the Crown.\n> \n> > (3) The affairs of the Corporation are to be managed by the Treasurer who may authorise another Minister to exercise functions in relation to particular assets, rights and liabilities.\n> \n> > (4) Any act, matter or thing done in the name of, or on behalf of, the Corporation by the Treasurer or a Minister authorised by the Treasurer, or with the authority of the Treasurer or any such Minister, is taken to have been done by the Corporation.\n> \n> > (5) The Corporation has the functions conferred or imposed on it by or under this or any other Act.\n> \n> > (6) The functions of the Corporation are—\n> > \n> > > (a) to hold, on behalf of the Crown, ports assets acquired by it or transferred to it, and\n> > \n> > > (b) to carry on any activities or business that relate to any ports assets held by it, including demanding, collecting and receiving charges, levies, rates and fees, and\n> > \n> > > (c) such other functions for the purposes of an authorised transaction as may be prescribed by the regulations.","sortOrder":15},{"sectionNumber":"Part 4","sectionType":"part","heading":"Arrangements for transfer of staff","content":"# Part 4 Arrangements for transfer of staff\n\nPart 4 Arrangements for transfer of staff","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"Transfers within public sector","content":"#### 14 Transfers within public sector\n\n14 Transfers within public sector\n\n> > (1) The Treasurer may, for the purposes of an authorised transaction, by order in writing transfer the employment of an employee of a port SOC (a transferred employee) to the employment of another public sector agency.\n> \n> > (2) A transferred employee is (until other provision is duly made under any Act or law) to be employed in accordance with any relevant statutory provisions, awards, agreements and determinations that would have applied to the employee had the employee remained an employee of the port SOC concerned.\n> \n> > (3) The Treasurer may negotiate and enter into agreements or industrial instruments concerning workplace relations for or on behalf of a public sector agency in connection with the operation of this section.","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Temporary transfers (secondments)","content":"#### 15 Temporary transfers (secondments)\n\n15 Temporary transfers (secondments)\n\n> > (1) The Treasurer may, for the purposes of an authorised transaction, by order in writing temporarily transfer an employee of a port SOC to the service of another public sector agency or to the service of an employer in the private sector.\n> \n> > (2) A person may be temporarily transferred under this section at the person’s existing level of remuneration or at a higher level of remuneration.\n> \n> > (3) A person who is temporarily transferred under this section remains an employee of the port SOC concerned (unless and until the person’s employment is transferred under another provision of this Part).","sortOrder":18},{"sectionNumber":"16","sectionType":"section","heading":"Transfers to private sector employment","content":"#### 16 Transfers to private sector employment\n\n16 Transfers to private sector employment\n\n> > (1) The Treasurer may, for the purposes of an authorised transaction, by order in writing transfer the employment of an employee of a port SOC or transaction entity (a transferred employee) to the employment of an employer in the private sector (the new employer).\n> \n> > (2) The transfer of the employment of an employee under this section requires the consent of the employee unless the employee is a contract employee (in which case the employee’s employment can be transferred with or without the employee’s consent).\n> \n> > (3) The employment of a transferred employee with the new employer is to be on the same terms and conditions as applied to the employee as an employee of the relevant port SOC or transaction entity immediately before the transfer date.\n> \n> > (4) Those terms and conditions cannot be varied during any employment guarantee period for the transferred employee except by agreement entered into by or on behalf of the transferred employee.\n> \n> > (5) The employment of a transferred employee with the new employer cannot be terminated by the new employer during any employment guarantee period for the transferred employee, except—\n> > \n> > > (a) for serious misconduct, or\n> > \n> > > (b) pursuant to the proper application of reasonable disciplinary procedures, or\n> > \n> > > (c) by agreement with the employee.\n> \n> > (6) There is an employment guarantee period for transferred employees who are permanent or temporary employees, as follows—\n> > \n> > > (a) for permanent employees the employment guarantee period is 2 years after the transfer date,\n> > \n> > > (b) for temporary employees the employment guarantee period is the remainder of the employee’s current term of employment (as specified in the arrangements under which the employee was engaged as a temporary employee) immediately before the transfer date or the period of 2 years after the transfer date, whichever period ends first.\n> > \n> > Note—\n> > \n> > There is no employment guarantee period for contract employees or casual employees. The employment of a transferred employee who is a contract employee remains governed by the contract of employment.\n> \n> > (7) In this section—\n> > \n> > casual employee means an employee whose employment is in a category of employment that is described in or classified under a relevant award as casual employment or who is otherwise engaged as a casual employee.\n> > \n> > contract employee means an employee whose terms and conditions of employment are provided by an individual contract and not by a relevant award.\n> > \n> > permanent employee means an employee whose employment is of indefinite duration and who is not a casual employee, temporary employee or contract employee.\n> > \n> > relevant award means any award, agreement or other industrial instrument (under a law of the State or the Commonwealth) that provides for the terms and conditions of employment of employees.\n> > \n> > temporary employee means an employee (other than a casual employee or contract employee) whose employment is in a category of employment that is described in or classified under a relevant award as temporary employment or whose employment is, under the terms of his or her employment, for a limited period.\n> > \n> > transfer date means the date on which the employment of a transferred employee is transferred under this section to the new employer.","sortOrder":19},{"sectionNumber":"17","sectionType":"section","heading":"Continuity of entitlements of transferred employees","content":"#### 17 Continuity of entitlements of transferred employees\n\n17 Continuity of entitlements of transferred employees\n\n> > (1) On the transfer by order under this Part of an employee’s employment from one employer (the current employer) to another employer (the new employer) the following provisions have effect—\n> > \n> > > (a) the employee is entitled to continue as a contributor, member or employee for the purposes of any superannuation scheme in respect of which he or she was a contributor, member or employee (as an employee of the current employer) immediately before the transfer of employment and remains so entitled subject to any variation to that entitlement made either by agreement or otherwise in accordance with law,\n> > \n> > > (b) the new employer is taken to be an employer for the purposes of any superannuation scheme in respect of which the employee continues as a contributor, member or employee pursuant to an entitlement under this section,\n> > \n> > > (c) the continuity of the employee’s contract of employment is taken not to have been broken by the transfer of employment, and service of the employee with the current employer (including service deemed to be service with the current employer) that is continuous service up to the time of transfer is taken for all purposes to be service with the new employer,\n> > \n> > > (d) the employee retains any rights to sick leave, annual leave or long service leave accrued or accruing immediately before the transfer (except accrued leave for which the employee has, on ceasing to be an employee of the current employer, been paid the monetary value in pursuance of any other entitlement of the employee).\n> \n> > (2) Nothing in the [Long Service Leave Act 1955](/view/html/inforce/current/act-1955-038) prevents payment in connection with the transfer under this Part of the employment of an employee of a port SOC to the employment of an employer in the private sector of the monetary value of long service leave in lieu of an entitlement to that leave accrued as an employee of a port SOC before the transfer of the employee’s employment.","sortOrder":20},{"sectionNumber":"18","sectionType":"section","heading":"Payments to employees leaving public sector employment","content":"#### 18 Payments to employees leaving public sector employment\n\n18 Payments to employees leaving public sector employment\n\n> > (1) The Treasurer or another public sector agency may enter into agreements or other arrangements with respect to the making of transfer payments to employees of a port SOC in connection with the transfer of employment of those employees to employment in the private sector as a result of a transaction arrangement or as a result of an order under this Part.\n> \n> > (2) A transfer payment is not to exceed an amount equivalent to 30 weeks of pay at the rate of an employee’s base salary (that is, salary less any allowances).\n> \n> > (3) Without affecting any entitlement to a transfer payment under this section, an employee of a port SOC is not entitled to receive any payment or other benefit (including in the nature of severance pay or redundancy compensation) merely because the employee ceased to be an employee of a public sector agency as a result of a transaction arrangement or as a result of an order under this Part.","sortOrder":21},{"sectionNumber":"Part 5","sectionType":"part","heading":"Arrangements for transfer of assets and functions","content":"# Part 5 Arrangements for transfer of assets and functions\n\nPart 5 Arrangements for transfer of assets and functions","sortOrder":22},{"sectionNumber":"19","sectionType":"section","heading":"Vesting orders","content":"#### 19 Vesting orders\n\n19 Vesting orders\n\n> The Treasurer may make vesting orders under Schedule 4 for the purposes of an authorised transaction.","sortOrder":23},{"sectionNumber":"20","sectionType":"section","heading":"Severance of fixtures","content":"#### 20 Severance of fixtures\n\n20 Severance of fixtures\n\n> > (1) The Treasurer may by order in writing for the purposes of an authorised transaction direct that specified fixtures to which this section applies are severed from the land on which they are situated.\n> \n> > (2) The effect of such an order is that the fixtures concerned are deemed to be severed from the land on which they are situated and may be dealt with as personal property separate from the land for the purposes of an authorised transaction.\n> \n> > (3) This section applies to the following fixtures—\n> > \n> > > (a) rail infrastructure facilities owned by a port SOC and situated on land owned by a port SOC or another public sector agency,\n> > \n> > > (b) other fixtures designated by the Treasurer by order in writing to be fixtures to which this section applies that are owned by a port SOC and situated on land owned by a port SOC or another public sector agency.\n> \n> > (4) The severance of a fixture from land under this section does not affect the right of the fixture to be situated on that land and does not affect any right to drain water or sewage from the fixture across and through the land or to use any means of drainage of water or sewage from the fixture across and through the land.\n> \n> > (5) In this section, rail infrastructure facilities includes railway track, associated track structures, over track structures, cuttings, drainage works, track support earthworks and fences, tunnels, bridges, level crossings, service roads, signalling systems, train control systems, communication systems, overhead power supply systems, power and communication cables, and associated works, buildings, plant, machinery and equipment.","sortOrder":24},{"sectionNumber":"21","sectionType":"section","heading":"Grant of relevant authorisations","content":"#### 21 Grant of relevant authorisations\n\n21 Grant of relevant authorisations\n\n> > (1) The Treasurer may give directions to a public sector agency for or with respect to the grant of any relevant authorisation to a person who becomes or who it is proposed will become the new operator of any ports assets pursuant to an authorised transaction, including directions for or with respect to any of the following—\n> > \n> > > (a) requiring the grant of any such relevant authorisation without the necessity for the making or determination of any application,\n> > \n> > > (b) the displacement or modification of any provision of a relevant law in its application to the grant of any such relevant authorisation,\n> > \n> > > (c) the conditions or endorsements subject to which any such relevant authorisation is to be granted or that are to be attached to any such relevant authorisation.\n> \n> > (2) A direction may only be given under this section for the grant of a relevant authorisation that—\n> > \n> > > (a) operates to transfer or replace an existing relevant authorisation that is currently in force, and\n> > \n> > > (b) is subject to terms, conditions or endorsements that are the same (or to substantially the same effect) as those to which that existing relevant authorisation is subject.\n> \n> > (3) The Treasurer must consult with a public sector agency before giving a direction to the public sector agency under this section.\n> \n> > (4) A public sector agency exercising functions under a relevant law must comply with a direction of the Treasurer under this section.\n> \n> > (5) Anything done by a port SOC in compliance with a condition or endorsement of a relevant authorisation in relation to ports assets of which a person is the new operator is taken to have been done by the new operator for the purposes of any corresponding condition or endorsement of a relevant authorisation granted to the new operator pursuant to a direction under this section.\n> \n> > (6) A relevant authorisation granted to a port SOC or to the new operator of ports assets may not be suspended or cancelled on the ground of the conversion of the port SOC or new operator to a company or on the ground of any change that has occurred in the officers or shareholders of the company as a result of that conversion or pursuant to a transaction arrangement.\n> \n> > (7) In this section—\n> > \n> > grant includes issue and transfer.\n> > \n> > new operator of ports assets means—\n> > \n> > > (a) a public sector agency to which any ports assets are transferred for the purposes of an authorised transaction, or\n> > \n> > > (b) a person (or the nominee of a person) in whom ports assets are vested, or to whom ports assets are transferred, pursuant to an authorised transaction.\n> > \n> > relevant authorisation means a licence, permit, consent, entitlement, accreditation, exemption or other authorisation under a relevant law.\n> > \n> > relevant law means any of the following Acts and any regulations or instruments under those Acts—\n> > \n> > > [Explosives Act 2003](/view/html/inforce/current/act-2003-039)\n> > \n> > > [Fisheries Management Act 1994](/view/html/inforce/current/act-1994-038)\n> > \n> > > [State Emergency and Rescue Management Act 1989](/view/html/inforce/current/act-1989-165)\n> > \n> > > [Water Management Act 2000](/view/html/inforce/current/act-2000-092)\n> > \n> > > [Work Health and Safety Act 2011](/view/html/inforce/current/act-2011-010)","sortOrder":25},{"sectionNumber":"22","sectionType":"section","heading":"Acquisition of land by Ports Assets Ministerial Holding Corporation","content":"#### 22 Acquisition of land by Ports Assets Ministerial Holding Corporation\n\n22 Acquisition of land by Ports Assets Ministerial Holding Corporation\n\n> > (1) The Ports Assets Ministerial Holding Corporation may, for the purposes of an authorised transaction, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the [Land Acquisition (Just Terms Compensation) Act 1991](/view/html/inforce/current/act-1991-022) that the Corporation determines to be—\n> > \n> > > (a) land on which ports assets of a port SOC were situated on the date of assent to this Act and continue to be situated, or\n> > \n> > > (b) land that on the date of assent to this Act was used or occupied by a port SOC for or in connection with the exercise of any function of the port SOC and that continues to be so used or occupied.\n> \n> > (2) In the case of land used (but not occupied) by a port SOC for or in connection with the exercise of any function of the port SOC, such as land used for the purposes of access, the power conferred by this section to acquire the land is limited to a power to acquire an interest in the land sufficient to allow that use of the land to continue.\n> \n> > (3) A public sector agency is not entitled to compensation under the [Land Acquisition (Just Terms Compensation) Act 1991](/view/html/inforce/current/act-1991-022) as the owner of land acquired pursuant to this section.\n> \n> > (4) Land acquired by the Corporation pursuant to this section is deemed to be an asset of a port SOC for the purposes of this Act and the Corporation is deemed to be a port SOC for the purposes of this Act while it holds the land.\n> \n> Note—\n> \n> Land acquired pursuant to this section is a ports asset for the purposes of an authorised transaction (whether or not it was a ports asset before it was acquired).","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"Adjustment of port SOC objectives and functions","content":"#### 23 Adjustment of port SOC objectives and functions\n\n23 Adjustment of port SOC objectives and functions\n\n> > (1) The Treasurer may by direction in writing to a port SOC adjust the objectives and functions of the port SOC in such manner as the Treasurer considers appropriate to ensure that the objectives and functions of the port SOC remain appropriate, having regard to—\n> > \n> > > (a) the capacity of the port SOC to give effect to or exercise its existing objectives and functions following the transfer of any of its ports assets for the purposes of an authorised transaction, and\n> > \n> > > (b) the objectives and functions that would be appropriate for any remaining ports assets of the port SOC.\n> \n> > (2) The objectives and functions of a port SOC may be adjusted under this section by being limited or dispensed with but not by being broadened.","sortOrder":27},{"sectionNumber":"Part 6","sectionType":"part","heading":"Operation of other laws","content":"# Part 6 Operation of other laws\n\nPart 6 Operation of other laws","sortOrder":28},{"sectionNumber":"24","sectionType":"section","heading":"State taxes","content":"#### 24 State taxes\n\n24 State taxes\n\n> > (1) In this section—\n> > \n> > relevant matter means any of the following—\n> > \n> > > (a) any transaction arrangement,\n> > \n> > > (b) a vesting of assets, rights or liabilities by operation of Schedule 4 (Vesting of assets, rights and liabilities) and anything certified by the Treasurer as having been done in consequence of such a vesting (for example, the transfer or registration of an interest in land),\n> > \n> > > (c) the issue, disposal or purchase of shares or other securities in or issued by a company for the purposes of an authorised transaction,\n> > \n> > > (d) any matter connected with the corporate conversion of a port SOC or transaction SOC for the purposes of an authorised transaction,\n> > \n> > > (e) such other matters for the purposes of an authorised transaction as may be prescribed by the regulations,\n> > \n> > > (f) any transaction occurring within 6 months after completion of an authorised transaction and certified by the Treasurer to be a transaction entered into in connection with the transfer of ports assets to the private sector pursuant to the authorised transaction.\n> > \n> > State tax means application or registration fees, duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) or any other tax, duty, fee or charge imposed by any Act or law of the State.\n> \n> > (2) State tax is not payable by a public sector agency in relation to a relevant matter.\n> \n> > (3) State tax is not payable by a person or body (other than a public sector agency) in relation to a relevant matter to such extent (if any) as the Treasurer may direct by order in writing, either generally or in a particular case.\n> \n> > (4) An order may be made by the Treasurer under this section before or after the liability to pay the State tax concerned accrues.\n> \n> > (5) The Treasurer must give a copy of an order under this section to the Chief Commissioner of State Revenue.","sortOrder":29},{"sectionNumber":"25","sectionType":"section","heading":"General relationship of Act with other State legislation","content":"#### 25 General relationship of Act with other State legislation\n\n25 General relationship of Act with other State legislation\n\n> > (1) None of the following provisions operate to prevent, restrict or otherwise limit the carrying out of a transaction arrangement or the exercise of a function for the purposes of an authorised transaction—\n> > \n> > > (a) any provision of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134),\n> > \n> > > (b) any provision of the constitution of a statutory SOC or a subsidiary of a statutory SOC.\n> \n> > (2) In the event of any inconsistency between the provisions of this Act or the regulations and a provision of any other State legislation that is prescribed by the regulations as an inconsistent provision for the purposes of this section, the provisions of this Act or the regulations (as the case may be) prevail to the extent of the inconsistency.\n> \n> > (3) The requirements of any other Act (whether enacted before or after this Act) for the approval by resolution of either or both Houses of Parliament (or by Act) of any act that constitutes the transfer of ports assets for the purposes of an authorised transaction is satisfied by the enactment of this Act.","sortOrder":30},{"sectionNumber":"26","sectionType":"section","heading":"Part 6 of Government Sector Finance Act 2018","content":"#### 26 Part 6 of Government Sector Finance Act 2018\n\n26 Part 6 of [Government Sector Finance Act 2018](/view/html/inforce/current/act-2018-055)\n\n> Part 6 of the [Government Sector Finance Act 2018](/view/html/inforce/current/act-2018-055) does not apply to any transaction arrangement.\n> \n> **s 26:** Am 2018 No 70, Sch 3.50.","sortOrder":31},{"sectionNumber":"27","sectionType":"section","heading":"Release of information by Auditor-General","content":"#### 27 Release of information by Auditor-General\n\n27 Release of information by Auditor-General\n\n> Section 38 (Secrecy) of the [Government Sector Audit Act 1983](/view/html/inforce/current/act-1983-152) does not apply to or in respect of a report or communication that the Treasurer authorises the Auditor-General to make to a person for the purposes of an authorised transaction or for the purposes of the audit (before or after the completion of an authorised transaction) of records relating to ports assets transferred pursuant to an authorised transaction.\n> \n> **s 27:** Am 2018 No 70, Sch 4.84.","sortOrder":32},{"sectionNumber":"28","sectionType":"section","heading":"Contracts for sale of land","content":"#### 28 Contracts for sale of land\n\n28 Contracts for sale of land\n\n> Section 52A (Contracts for sale of land) of the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006) does not apply to a contract for the sale of land that is entered into for the purposes of an authorised transaction.","sortOrder":33},{"sectionNumber":"29","sectionType":"section","heading":"Protection of contractual and other obligations","content":"#### 29 Protection of contractual and other obligations\n\n29 Protection of contractual and other obligations\n\n> > (1) This section applies to the following—\n> > \n> > > (a) the operation of this Act (including any order under this Act and anything done or omitted to be done under or for the purposes of this Act),\n> > \n> > > (b) the transfer of ports assets for the purposes of an authorised transaction,\n> > \n> > > (c) the entering into or performance of obligations under a transaction arrangement by a public sector agency,\n> > \n> > > (d) a disclosure of information by, on behalf of or with the consent of a public sector agency for the purposes of an authorised transaction.\n> \n> > (2) None of the matters or things to which this section applies are to be regarded as—\n> > \n> > > (a) a breach of contract or confidence or otherwise as a civil wrong, or\n> > \n> > > (b) a breach of any instrument (including, without limitation, any provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities) or as requiring any act to be done under an instrument, or\n> > \n> > > (c) giving rise to any right or remedy by a party to a contract or other instrument, or as causing or permitting the termination of, or exercise of rights under, any contract or other instrument, or\n> > \n> > > (d) an event of default under any contract or other instrument, or\n> > \n> > > (e) giving rise to a breach of or an offence against a provision of an Act that prohibits or restricts the disclosure of information, or\n> > \n> > > (f) releasing a surety or other obligee wholly or in part from an obligation.\n> \n> > (3) This section does not affect the rights and obligations of the parties to a transaction arrangement in respect of the performance of obligations under the transaction arrangement.\n> \n> > (4) In this section—\n> > \n> > instrument means an instrument (other than an instrument made under this Act) or any other document that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order, process or other instrument issued by a court or tribunal.","sortOrder":34},{"sectionNumber":"30","sectionType":"section","heading":"Compensation not payable","content":"#### 30 Compensation not payable\n\n30 Compensation not payable\n\n> > (1) Compensation is not payable by or on behalf of the State—\n> > \n> > > (a) because of the enactment or operation of this Act, or for any consequence of that enactment or operation, or\n> > \n> > > (b) because of any statement or conduct relating to the enactment of this Act.\n> \n> > (2) This section does not extend to compensation payable under a transaction arrangement to a party to the transaction arrangement in connection with the performance of obligations under the transaction arrangement.\n> \n> > (3) In this section—\n> > \n> > compensation includes damages or any other form of monetary compensation.\n> > \n> > conduct includes any act or omission, whether unconscionable, misleading, deceptive or otherwise.\n> > \n> > operation of this Act includes the operation of any notice or order under this Act and any agreement entered into under or for the purposes of this Act.\n> > \n> > statement includes a representation of any kind—\n> > \n> > > (a) whether made verbally or in writing, and\n> > \n> > > (b) whether negligent, false, misleading or otherwise.\n> > \n> > the State means the Crown within the meaning of the [Crown Proceedings Act 1988](/view/html/inforce/current/act-1988-070), and includes a public sector agency and an officer, employee or agent of the Crown or a public sector agency.","sortOrder":35},{"sectionNumber":"31","sectionType":"section","heading":"Leases of ports assets","content":"#### 31 Leases of ports assets\n\n31 Leases of ports assets\n\n> > (1) The provisions of a ports assets lease (or of any agreement or arrangement entered into in connection with such a lease) dealing with the following matters have effect according to their terms despite any law or rule to the contrary—\n> > \n> > > (a) the payment of any amount by way of premium under the lease and the retention of any such amount by the lessor or the State,\n> > \n> > > (b) the circumstances or conditions under which the lease may be terminated by the lessor or lessee,\n> > \n> > > (c) the application or operation of section 122, 130 or 133B of the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006) to or in respect of the lease (or any lease under the lease),\n> > \n> > > (d) the application of a security provided in relation to the lease,\n> > \n> > > (e) the payment of a sum that is in the nature of a penalty,\n> > \n> > > (f) the ownership of, or the vesting or forfeiture of ownership of, any real or personal property on termination of the lease or on the occurrence of some other specified event or other thing,\n> > \n> > > (g) the pre-payment of amounts payable by way of rent under the lease and the retention of any such amounts by the lessor or the State,\n> > \n> > > (h) the continuance of the lease despite the occurrence of unintended or unforeseen circumstances,\n> > \n> > > (i) the continuance of the obligation to pay rent despite the occurrence of unintended or unforeseen circumstances,\n> > \n> > > (j) the amount payable in consequence of a breach or early termination of the lease,\n> > \n> > > (k) the liability of the lessor or lessee in relation to the leased assets,\n> > \n> > > (l) the non-refundability of any payment made on account of rent, premium, option fee, outgoings, security deposit or otherwise,\n> > \n> > > (m) the operation of any set-off.\n> \n> > (2) A ports assets lease may include provision for the removal by the lessee of any fixture severable from the land leased.\n> \n> > (3) A scheme of arrangement, receivership, winding up or other external administration of a company is to be carried out in a manner that gives effect to the provisions of a lease or agreement referred to in subsection (1).\n> \n> > (4) A variation of lease that operates to vary the land to which a lease relates can be registered under the [Real Property Act 1900](/view/html/inforce/current/act-1900-025) (despite section 55A (4) of that Act) if the Treasurer certifies that—\n> > \n> > > (a) the lease is a ports assets lease, and\n> > \n> > > (b) the variation is for the purpose of including, as land to which that lease relates, land that is the subject of a lease of ports assets entered into after completion of an authorised transaction pursuant to an agreement for lease entered into before completion of the authorised transaction.\n> \n> > (5) In this section—\n> > \n> > ports assets includes assets that were ports assets before their transfer to the private sector for the purposes of an authorised transaction.\n> > \n> > ports assets lease means—\n> > \n> > > (a) a lease of ports assets entered into for the purposes of an authorised transaction, or\n> > \n> > > (b) a lease of ports assets that the Treasurer designates by order in writing as a ports assets lease for the purposes of this section.","sortOrder":36},{"sectionNumber":"32","sectionType":"section","heading":"No cargo throughput limits for Port Botany","content":"#### 32 No cargo throughput limits for Port Botany\n\n32 No cargo throughput limits for Port Botany\n\n> > (1) A planning control is of no effect to the extent that it would operate to impose a cargo throughput limit for Port Botany.\n> \n> > (2) A cargo throughput limit for Port Botany is any direct or indirect limit or other restriction on the amount of cargo that can be received or handled at or transported from Port Botany and includes (without limitation) the following—\n> > \n> > > (a) a limit or other restriction on the number of cargo containers that can be received or handled at or transported from Port Botany,\n> > \n> > > (b) a limit or other restriction on the nature, number or frequency of transport movements to or from Port Botany,\n> > \n> > > (c) a limit of the kind imposed by condition A1.4 (Port Throughput Capacity Limits) of the planning approval for the construction and operation of a new container terminal and associated infrastructure at Port Botany as granted on 13 October 2005.\n> \n> > (3) The following provisions apply to the operation of this section—\n> > \n> > > (a) this section does not apply to a planning control until the planning control has been imposed, so that it limits the effect of the planning control once imposed but does not prevent the planning control from being imposed,\n> > \n> > > (b) this section does not invalidate a planning control or any planning approval that imposes a planning control,\n> > \n> > > (c) this section does not prevent planning approval being granted merely because a planning control to be imposed by the planning approval will be rendered wholly or partially ineffective by this section.\n> \n> > (4) In this section—\n> > \n> > Planning Act means the [Environmental Planning and Assessment Act 1979](/view/html/inforce/current/act-1979-203) and the regulations under that Act.\n> > \n> > planning approval means a consent, approval, permission or other authority under the Planning Act and includes any condition of or the terms of any such consent, approval, permission or other authority.\n> > \n> > planning control means any requirement or other control imposed (before or after the commencement of this section) by or under—\n> > \n> > > (a) the Planning Act, or\n> > \n> > > (b) an environmental planning instrument under the Planning Act, or\n> > \n> > > (c) a planning approval.\n> > \n> > Port Botany means land in the local government areas of the City of Botany Bay and the City of Randwick (including land covered by water) leased to the private sector for the purposes of an authorised transaction.","sortOrder":37},{"sectionNumber":"Part 7","sectionType":"part","heading":"Miscellaneous","content":"# Part 7 Miscellaneous\n\nPart 7 Miscellaneous","sortOrder":38},{"sectionNumber":"33","sectionType":"section","heading":"Delegation","content":"#### 33 Delegation\n\n33 Delegation\n\n> The Treasurer may delegate to the Secretary of the Treasury, or to any other Public Service employee prescribed by the regulations, any function of the Treasurer under this Act except this power of delegation.\n> \n> **s 33:** Am 2015 No 15, Sch 3.47 \\[1\\].","sortOrder":39},{"sectionNumber":"34","sectionType":"section","heading":"Act to bind State and other jurisdictions","content":"#### 34 Act to bind State and other jurisdictions\n\n34 Act to bind State and other jurisdictions\n\n> > (1) This Act binds the State and, in so far as the legislative power of the Parliament of New South Wales permits, the other States, the Territories and the Commonwealth.\n> \n> > (2) Without limiting subsection (1), this Act has effect despite any privilege or immunity of the Crown in any of its capacities.\n> \n> > (3) This Act does not make any State or Territory, the Commonwealth, or the Crown in any of its capacities, liable to be prosecuted for an offence.\n> \n> > (4) A reference in this section to a State, Territory or the Commonwealth includes a reference to the Government of the State, Territory or Commonwealth.","sortOrder":40},{"sectionNumber":"35","sectionType":"section","heading":"Extraterritorial operation of Act","content":"#### 35 Extraterritorial operation of Act\n\n35 Extraterritorial operation of Act\n\n> > (1) It is the intention of the Parliament of New South Wales that the operation of this Act should, as far as possible, include operation in relation to the following—\n> > \n> > > (a) things situated in or outside the territorial limits of the State,\n> > \n> > > (b) acts, transactions and matters done, entered into or occurring in or outside the territorial limits of the State,\n> > \n> > > (c) things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of another State, a Territory, the Commonwealth or a foreign country.\n> \n> > (2) Without limiting subsection (1), it is the intention of the Parliament of New South Wales that the provisions of this Act have an operation in relation to the things, acts, transactions and matters referred to in that subsection even if the rules of private international law (whether at general law or as provided by legislation) would require the application of a law other than this Act instead of the provisions of this Act.","sortOrder":41},{"sectionNumber":"36","sectionType":"section","heading":"Construction of Act and instruments so as not to exceed legislative power","content":"#### 36 Construction of Act and instruments so as not to exceed legislative power\n\n36 Construction of Act and instruments so as not to exceed legislative power\n\n> > (1) Unless a contrary intention appears, if a provision of this Act or an instrument made under this Act—\n> > \n> > > (a) would, apart from this section, have an invalid application, but\n> > \n> > > (b) also has at least one valid application,\n> > \n> > it is the intention of the Parliament of New South Wales that the provision is not to have the invalid application, but is to have every valid application.\n> \n> > (2) Despite subsection (1), the provision is not to have a particular valid application if—\n> > \n> > > (a) apart from this section, it is clear, taking into account the provision’s context and the purposes or objects underlying this Act, that the provision was intended to have that valid application only if every invalid application, or a particular invalid application, of the provision had also been within the legislative power of the Parliament of New South Wales, or\n> > \n> > > (b) the provision’s operation in relation to that valid application would be different in a substantial respect from what would have been its operation in relation to that valid application if every invalid application, or a particular invalid application, of the provision had been within the legislative power of the Parliament of New South Wales.\n> \n> > (3) Subsection (2) does not limit the cases in which a contrary intention may be taken to appear for the purposes of subsection (1).\n> \n> > (4) This section is in addition to, and not in derogation of, section 31 of the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015).\n> \n> > (5) In this section—\n> > \n> > application means an application in relation to—\n> > \n> > > (a) one or more particular persons, things, matters, places, circumstances or cases, or\n> > \n> > > (b) one or more classes (however defined or determined) of persons, things, matters, places, circumstances or cases.\n> > \n> > invalid application, in relation to a provision, means an application because of which the provision exceeds the legislative power of the Parliament of New South Wales.\n> > \n> > valid application, in relation to a provision, means an application which, if it were the provision’s only application, would be within the legislative power of the Parliament of New South Wales.","sortOrder":42},{"sectionNumber":"37","sectionType":"section","heading":"Orders","content":"#### 37 Orders\n\n37 Orders\n\n> > (1) An order made under a provision of this Act takes effect at the beginning of the day on which it is made, unless the order otherwise provides.\n> \n> > (2) An order cannot provide for the order to take effect earlier than the beginning of the day on which it is made (but can provide for the order to take effect at a time on the day on which it is made that is earlier than the time at which it is made).\n> \n> > (3) A document purporting to be an order made under a provision of this Act is, unless the contrary is established, taken to be such an order and to have been properly made.\n> \n> > (4) A certificate purporting to be signed by the Treasurer or an officer prescribed by the regulations certifying that an order specified or referred to in the certificate is an order made under a specified provision of this Act is admissible in evidence in any legal proceedings and is evidence of the matters certified.\n> \n> > (5) A provision of another Act that results from an amendment made by this Act and that provides for the making of an order is deemed for the purposes of this section to be a provision of this Act (and the order is deemed to be an order made under a provision of this Act).","sortOrder":43},{"sectionNumber":"38","sectionType":"section","heading":"Service or giving of documents","content":"#### 38 Service or giving of documents\n\n38 Service or giving of documents\n\n> > (1) A document that is authorised or required by this Act or the regulations to be served on or given to any person may be served or given—\n> > \n> > > (a) in the case of a natural person—\n> > > \n> > > > (i) by delivering it to the person personally, or\n> > > \n> > > > (ii) by sending it by post to the address specified by the person for the giving or service of documents or, if no such address is specified, the residential or business address of the person last known to the person giving or serving the document, or\n> > > \n> > > > (iii) by sending it by facsimile transmission to the facsimile number of the person, or\n> > \n> > > (b) in the case of a body corporate—\n> > > \n> > > > (i) by leaving it with a person apparently of or above the age of 16 years at, or by sending it by post to, the head office, a registered office or a principal office of the body corporate or to an address specified by the body corporate for the giving or service of documents, or\n> > > \n> > > > (ii) by sending it by facsimile transmission to the facsimile number of the body corporate.\n> \n> > (2) Nothing in this section affects the operation of any provision of a law or of the rules of a court authorising a document to be served on a person in any other manner.","sortOrder":44},{"sectionNumber":"39","sectionType":"section","heading":"Regulations","content":"#### 39 Regulations\n\n39 Regulations\n\n> The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":45},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Interpretative provisions","content":"# Schedule 1 Interpretative provisions\n\nSchedule 1 Interpretative provisions\n\n**sch 1:** Am 2013 No 52, Sch 1 \\[5\\].","sortOrder":46},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Provisions concerning transaction SOCs","content":"# Schedule 2 Provisions concerning transaction SOCs\n\nSchedule 2 Provisions concerning transaction SOCs\n\n(Section 8)\n\n**sch 2:** Am 2015 No 15, Sch 3.47 \\[2\\].","sortOrder":55},{"sectionNumber":"Schedule 3","sectionType":"schedule","heading":"Corporate conversion of port SOCs and transaction SOCs","content":"# Schedule 3 Corporate conversion of port SOCs and transaction SOCs\n\nSchedule 3 Corporate conversion of port SOCs and transaction SOCs\n\n(Section 9)","sortOrder":61},{"sectionNumber":"Schedule 4","sectionType":"schedule","heading":"Vesting of assets, rights and liabilities","content":"# Schedule 4 Vesting of assets, rights and liabilities\n\nSchedule 4 Vesting of assets, rights and liabilities\n\n(Section 19)","sortOrder":65},{"sectionNumber":"Schedule 5","sectionType":"schedule","heading":"Savings, transitional and other provisions","content":"# Schedule 5 Savings, transitional and other provisions\n\nSchedule 5 Savings, transitional and other provisions\n\n**sch 5:** Am 2013 No 52, Sch 1 \\[6\\] \\[7\\].","sortOrder":76},{"sectionNumber":"Schedule 6","sectionType":"schedule","heading":null,"content":"# Schedule 6\n\nSchedule 6 (Repealed)\n\n**sch 6:** Rep 1987 No 15, sec 30C.","sortOrder":85}],"analysis":{"summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act has been amended at least eight times between 2012 and 2024, strongly suggesting its scope has evolved beyond the original transaction framework — likely expanding to address new port dealings, regulatory adjustments, or changes in the ongoing governance of privatised port assets. The continued in-force status over 12 years indicates it has transitioned from a one-off transaction-enabling tool to an ongoing regulatory instrument."},"complexity_factors":["Involves complex commercial transactions (asset transfers, leases) between government and private entities","Intersects multiple areas of law: property law, contract law, employment law, and administrative law","Has been amended at least eight times since 2012, creating a layered legislative history that requires careful version tracking","Authorises large-scale privatisation arrangements with long-term regulatory consequences","Government asset transfers typically include detailed schedules, transitional provisions, and carve-outs that add significant complexity","Likely includes provisions overriding other legislation (common in privatisation Acts), which requires cross-referencing multiple laws","Ongoing operation of the Act years after the initial transactions means users must understand both historical and current obligations"],"plain_english_summary":"## Ports Assets (Authorised Transactions) Act 2012 (NSW)\n\n**What is this law about?**\n\nThis is a New South Wales law that gave the state government legal authority to sell, lease, or otherwise transfer NSW port assets (things like port infrastructure, land, and related businesses) to private operators. Essentially, it was the legal framework enabling the privatisation (transfer from government ownership to private hands) of NSW ports.\n\n**Who does it affect?**\n\n- **NSW residents and businesses** who use or depend on NSW ports for shipping, trade, or commerce\n- **Port workers** whose employment conditions may have been affected by the transfer to private operators\n- **Private companies** who acquired or bid for port assets\n- **The NSW government**, which retained oversight responsibilities under the Act\n\n**Why does it matter?**\n\nThis law enabled one of the most significant privatisation deals in NSW history — the long-term lease of major ports including Port Botany and Port Kembla. It provided legal protections and mechanisms to make these deals work, including things like transferring contracts, protecting employee entitlements, and limiting legal challenges to the transactions.\n\n**Key points to know:**\n- The law has been amended multiple times since 2012, suggesting the arrangements have evolved over time\n- It remains active law as of 2024, meaning ongoing obligations and rights under the original deals are still governed by it\n- The Treasurer is the responsible minister, reflecting the financial nature of the transactions\n\n> **Note:** This analysis is based on the metadata and title information available. The full text of the Act's substantive provisions was not included in the supplied material."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act as published contains a number of amending-notes and transitional provisions indicating that its scope and operation have been altered since enactment. The text records later amendments and consequential provisions (for example notes to s 3; Sch 5 Part 3 applies certain provisions to the Port of Newcastle by reference to the 2013 amendment). Other provisions inserted or amended by later Acts are flagged in the instrument (for example Sch 2, Sch 3 and amendments noted in various clauses). Those amendments change the Act’s application to particular ports, add or refine definitions (s 3 and Sch 1), and modify implementation detail for transaction SOCs, taxation relief and audit information release (see notes to s 3; s 26 note; s 27 note; Sch 2 and Sch 3 amendment notes). The presence of these amendment notes and transitional clauses indicates the Act’s scope and application have been adjusted after its original enactment, including specific application to the Port of Newcastle (Sch 5 Part 3) and other technical amendments identified in the Act’s editorial notes."},"complexity_factors":["Very broad discretions vested in the Treasurer to design and direct transactions (ss 6–7, 11, 21).","Multiple institutional forms and conversion mechanisms (transaction SOCs, transaction companies, corporate conversion rules with conclusive certification — ss 8–9; Sch 2–3).","Automatic vesting mechanics and binding effects on registration authorities (s 19; Sch 4 cll 2–3, 7–9) that bypass standard transfer formalities.","Interplay with other statutory regimes and explicit non‑application or displacement of other Acts (ss 24–26, 25, 28), increasing cross‑statutory interactions to manage.","Employee transfer regime with distinct categories, guaranteed periods, and capped transfer payments (Part 4, ss 14–18).","Extensive contractual protections and limits on remedies for third parties (s 29) and lease-specific overrides (s 31).","Planning override specific to Port Botany removing throughput limits (s 32) with downstream commercial and local government effects.","Conclusive determinations and certificates that reduce judicial review opportunities (Sch 3 cl 2(3); Sch 4 cl 8).","Numerous delegated and administrative steps (vesting orders, certificates, Treasurer orders) that require coordination across agencies and registers (Sch 4 cl 9).","Regulations and schedules add implementation detail and exceptions (Schs 2–5; s 39), creating layered rules for practitioners to follow."],"plain_english_summary":"What this law does, in plain terms\n\n- Authorises transfers: The Act authorises the transfer (sale, lease or other transfer) of specified \"ports assets\" — being the assets, rights and liabilities of the State-owned port corporations (port SOCs) and certain associated port land — to either private parties or other public sector agencies (\"authorised transactions\") subject to limits set out in the Act (see s 3 and s 4).  \n\n- Limits on land transfers: For land at Port Botany, Port Kembla, Port of Newcastle and associated port land, leases to the private sector are allowed but freehold title must remain with a public sector agency and any lease (including options) cannot exceed 99 years (s 4). Retained assets (assets solely related to Sydney Harbour, Yamba or Eden) cannot be transferred to the private sector (s 3, s 4).  \n\n- Who gets the money and how it is used: Proceeds from transfers to the private sector belong to and are payable to the State and are to be paid into the Restart NSW Fund (s 5(1), (3)). The Treasurer may approve deductions from those proceeds to repay public debt, reimburse taxes and satisfy liabilities or reasonably incurred expenses of public sector agencies in connection with the transaction (s 5(4)–(6)).  \n\n- Broad Treasurer control and discretion: The Treasurer has wide powers to act, direct and decide on how authorised transactions are effected, including the form of the transaction, creation of transaction State-owned corporations (transaction SOCs) or transaction companies, directions to public sector agencies and officers, and implementation arrangements (see ss 6–11, 7, 8, 9). The Treasurer may delegate most of these functions (s 33).  \n\n- Transaction vehicles and conversions: The Act allows the Treasurer to set up special State-owned corporations (transaction SOCs) or to establish/convert companies to serve the transaction (ss 8–10, Sch 2, Sch 3). Certain corporate conversion steps (for example, certification that statutory requirements have been met) are declared conclusive and are not open to challenge in court (Sch 3 cl 2(3); Sch 4 cl 8).  \n\n- Vesting orders and registration: The Treasurer may make vesting orders to transfer ports assets, rights and liabilities into a specified transferee; vesting operates automatically without the need for conveyance, and registration authorities must accept Treasurer-certified material and cannot charge fees for registration steps related to a vesting order (s 19; Sch 4 cll 2–3, 7–9).  \n\n- Employee transition rules and costs: The Act sets rules for moving port SOC employees to other public agencies, secondments to public or private employers, and transfers into private employment (Part 4, ss 14–18). Transfers to private employers generally require employee consent (s 16(2)), create specified employment guarantee periods (s 16(6)), preserve continuity of service and leave entitlements (s 17), and allow limited transfer payments (up to 30 weeks base pay) to outgoing public sector employees (s 18(1)–(2)). These provisions place binding obligations on new private employers during guarantee periods (s 16(3)–(6)).  \n\n- Regulatory and legal adjustments to facilitate transactions: The Treasurer may direct agencies to grant, transfer or modify relevant authorisations (licences, permits etc.) to new operators, including displacing or modifying aspects of relevant laws for that purpose (s 21). The Act also exempts public sector agencies from State taxes in relation to defined \"relevant matters\" and allows the Treasurer to direct tax relief for other parties in particular cases (s 24). Several other statutory rules are modified or declared not to apply to transactions (for example, certain provisions of the Government Sector Finance Act (s 26), Auditor-General secrecy protections (s 27), and a conveyancing provision (s 28)).  \n\n- Contractual protection and limits on remedies: Certain acts done under the Act (transfers, disclosures, transaction arrangements) are not to be treated as breaches of contract, confidence or other civil wrongs, do not give rise to rights of termination or remedies, and are not to be treated as events of default under other instruments (s 29). The Act also provides that no compensation is payable by the State because of the enactment or operation of the Act (s 30), subject to contract rights under transaction arrangements.  \n\n- Lease protections and investor certainty: Leases of ports assets may be given effect according to their contractual terms despite contrary legal rules; the Act preserves terms on premiums, termination conditions, security, pre-payments, penalties and non-refundable amounts, and requires external administrations to honour lease provisions (s 31).  \n\n- Planning control for Port Botany: The Act makes any planning control ineffective to the extent it would impose a cargo throughput limit for Port Botany (s 32).  \n\nWhat the Act is presented as seeking to achieve (stated purpose) and how the mechanics create incentives, costs and trade-offs\n\n- Stated purpose (as reflected in the Act’s structure): The Act is drafted to enable and facilitate \"authorised transactions\" involving ports assets — including creating legal vehicles, transferring assets and staff, settling tax and registration matters, and protecting transaction arrangements from interruption by other laws or contractual claims (see Parts 2–6 generally; ss 4, 6, 19, 21, 24, 29).  \n\n- Who pays and who benefits:  \n  - The State is the recipient of the gross proceeds from private-sector transfers (s 5(1)–(3)); however, the Treasurer may approve deductions from those proceeds to repay debts or reimburse agencies for taxes, liabilities and expenses (s 5(4)–(6)). That means the net funds available to the Restart NSW Fund depend on Treasurer-approved deductions (s 5).  \n  - Public sector agencies may face costs that are reimbursable only to the extent the Treasurer approves reimbursements (s 5(4)(b)–(d)).  \n  - Private transferees/lessees obtain operational control (by lease or transfer) and may obtain protections and contractual certainty (s 21, s 31).  \n  - Employees moving to the private sector have preserved continuity and limited protections (employment guarantees, preserved leave and superannuation continuity) for specified periods (ss 16–17), and some employees may be eligible for capped transfer payments (s 18).  \n\n- Incentives and trade-offs created by the mechanics:  \n  - Centralised decision-making and speed: The Treasurer’s broad discretion to determine the manner of transaction and to give binding directions to agencies (ss 6–7, 11, 21) makes it administratively easier to complete complex transfers quickly and to coordinate many statutory steps. The trade-off is concentration of power and reduced opportunities for other actors (agencies, courts, third parties) to block or modify the path of a transaction (see s 11(2)–(6); Sch 3 cl 2(3); Sch 4 cl 8).  \n  - Transfer proceeds vs. contingent liabilities: The Act channels proceeds to a single fund (Restart NSW) (s 5(3)), but also authorises the Treasurer to deduct amounts to repay debt and reimburse agencies (s 5(4)). That creates a policy trade-off: larger upfront receipts to the State can be offset by mandated repayments or reimbursements before funds are available for the Fund (s 5(4)–(6)).  \n  - Private-sector contractual freedom and investor certainty: The Act allows leases to operate according to their contractual terms even against contrary law, and shields transaction actions from some contractual or confidentiality-based remedies (s 31; s 29). That increases contractual certainty for private bidders/lessees but limits the legal remedies available to third parties and creditors in some circumstances (s 29).  \n  - Regulatory streamlining and regulatory risk: The Treasurer may direct how relevant authorisations are granted or modified (s 21), and may declare tax relief for certain parties (s 24). This lowers regulatory and fiscal barriers for acquirers but reduces the role of standard statutory processes and can alter the regulatory risks for local stakeholders.  \n\n- Compliance burden and administrative costs:  \n  - Public sector agencies must comply with Treasurer directions and may need to implement vesting orders, provide certificates to registration authorities and follow Treasurer-specified accounting policies (ss 11, 19; Sch 4 cll 7–10). That imposes administrative work on agencies and requires coordination across registration and revenue authorities.  \n  - Private incoming operators face legal protections in leases and transferred authorisations but also take on obligations (e.g. continued charges for shared functions when exercised by subsidiaries — s 12(3)(e)).  \n\n- Implementation risk and legal exposure:  \n  - The Act limits judicial review in some places (for example, conclusive Treasurer certificates in Sch 3 cl 2(3) and determinations in Sch 4 cl 8) and excludes some statutory constraints (s 25). It also disclaims compensation for the enactment or operation of the Act (s 30). These features reduce the legal uncertainty for executing transactions but concentrate legal and political risk in the executive branch.  \n\n- Effects on private enterprise, competition and choices:  \n  - Private parties can acquire long-term leases (up to 99 years) and obtain contractual protections (s 4, s 31). That supports long-term commercial planning by private operators.  \n  - The removal of planning-imposed cargo throughput limits for Port Botany (s 32) changes the regulatory environment for port competition and capacity at that location by making planning controls ineffective to the extent they impose throughput limits.  \n  - The ability to modify or transfer statutory authorisations (s 21) and to structure transactions using special-purpose companies or trusts (ss 7–9) expands the set of commercial arrangements available to bidders and operators.  \n\n- Concentrated benefits and diffuse costs:  \n  - Benefits are concentrated: transaction counterparties, successful bidders, and the Restart NSW Fund (as recipient of proceeds) receive direct financial benefit (s 5).  \n  - Costs are dispersed: administrative costs fall on public agencies, any residual regulatory effects are spread across port users and local communities, and employees face transfers or limited-term guarantees (Part 4).  \n\nKey implementation and oversight checkpoints flagged by the Act\n\n- Treasurer decisions are central: many powers (how to run the transaction, vesting orders, taxation directions, authorisation grants, establishment of entities, deductions from proceeds) rest with the Treasurer (ss 5–11, 19, 21, 24).  \n- Vesting and registration are streamlined: vesting orders effect transfers without conveyance and registration authorities must accept Treasurer-certified documents (Sch 4 cll 2–3, 7–9).  \n- Employee protections are time‑limited and conditional: continuity of service and employment guarantees apply, but for specified periods and with limits on entitlements and payments (ss 16–18).  \n\nBottom line, mechanically: the Act creates a statutory framework that centralises executive control (the Treasurer) over the design and execution of transfers of designated ports assets, provides mechanisms (transaction SOCs/companies and vesting orders) to implement transfers quickly and to insulate transactions from some legal and regulatory constraints, channels proceeds to a specified State fund while allowing Treasurer-approved deductions, and prescribes employee transfer rules and protections. The Act’s mechanics favour transactional certainty and administrative control, while imposing implementation and compliance costs on public agencies and setting contractual and regulatory positions that change the legal landscape for operators and local regulation (see ss 4–5, 6–12, 16–21, 24, 29–31, 32; Schs 2–4)."},"kimi_summary":{"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"The legislation appears to remain focused on its original purpose: facilitating the privatisation/leasing of NSW port assets (Port Botany, Port Kembla, and Port of Newcastle). While there have been amendments (noted in section 3 and Schedule 5, Part 3 regarding the Port of Newcastle), these appear to extend the mechanism to additional ports rather than expanding the Act's scope beyond port privatisation. The core structure — authorised transactions, employee protections, tax exemptions, and vesting mechanisms — remains consistent with the original 2012 intent."},"complexity_factors":["Extensive cross-referencing with other Acts including the State Owned Corporations Act 1989, Corporations Act 2001, Ports and Maritime Administration Act 1995, and multiple taxation and planning laws","Multiple defined terms (approximately 30+ in Schedule 1 alone, plus section 3 definitions) with nested definitions (e.g., 'ports assets' includes 'associated port land' which requires a Treasurer's order)","Complex conditional logic in employee transfer provisions (Part 4), distinguishing between permanent, temporary, contract, and casual employees with different guarantee periods and consent requirements","Nested exceptions and limitations throughout — for example, section 4 limits leases to 99 years and prohibits transfer of 'retained assets' (Sydney Harbour, Yamba, Eden ports)","Multiple entity types created (transaction SOCs, transaction companies, Ports Assets Ministerial Holding Corporation) with different governance rules in Schedules 2 and 3","Override provisions that displace normal operation of other laws (sections 24-31, including tax exemptions, Corporations Act displacement, and planning law restrictions)","Vesting orders (Schedule 4) with automatic transfer mechanics that operate 'without conveyance' and include evidentiary certificates that are conclusive and non-reviewable","Savings and transitional provisions in Schedule 5 that operate retrospectively in some cases"],"plain_english_summary":"**What this law does:**\n\nThis Act allows the New South Wales Government to sell or lease major port assets to private companies. Specifically, it covers Port Botany, Port Kembla, and the Port of Newcastle — three of the state's biggest commercial ports.\n\n**Key rules:**\n- **Land stays public, but operations go private.** The government can lease the land at these ports to private operators for up to 99 years, but the freehold ownership (the actual title to the land) must stay with a government agency.\n- **Money goes to infrastructure.** All proceeds from these sales or leases go into the \"Restart NSW Fund\" — a pool of money used for state infrastructure projects. The Treasurer can deduct certain costs (like debts, taxes, or transaction expenses) before the money hits the fund.\n- **Workers are protected — somewhat.** Employees transferred to private companies keep their existing pay and conditions for at least 2 years (an \"employment guarantee period\"). They also keep their accrued leave and superannuation entitlements. Some workers may get transition payments (up to 30 weeks' pay), but they can't claim redundancy payouts just because they moved to the private sector.\n\n**Who it affects:**\n- **Port workers** — dock workers, administrators, and others employed by the government-owned port corporations.\n- **Private investors** — companies wanting to lease and operate port facilities.\n- **The general public** — through the infrastructure funded by the sale proceeds, and through rules that prevent local councils from capping cargo volumes at Port Botany (section 32).\n\n**Why it matters:**\nThis is a privatisation law. It shifts control of major trade gateways from government hands to private operators while trying to protect workers and ensure the state gets a financial return. The law also overrides many normal legal requirements — for example, it blocks compensation claims against the government for the privatisation, exempts these transactions from certain taxes, and prevents planning laws from limiting how much cargo Port Botany can handle."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/ports-assets-authorised-transactions-act-2012","history":"/api/acts/ports-assets-authorised-transactions-act-2012/history","analysis":"/api/acts/ports-assets-authorised-transactions-act-2012/analysis","conflicts":"/api/acts/ports-assets-authorised-transactions-act-2012/conflicts","importantCases":"/api/acts/ports-assets-authorised-transactions-act-2012/important-cases","documents":"/api/acts/ports-assets-authorised-transactions-act-2012/documents"}}