{"id":"reconstructed-companies-act-1893","name":"Reconstructed Companies Act 1893","slug":"reconstructed-companies-act-1893","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":176524,"registerId":"vic-reconstructed-companies-act-1893-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Reconstructed Companies Act 1893","content":"Victorian Legislation and Parliamentary Documentsi\nVersion No. 001\nReconstructed Companies Act 1893\nAct No. 1356/1893\nVersion incorporating amendments as at 21 February 2001\nTABLE OF PROVISIONS\nSection Page\n1. Short title 2\n2. Definitions 2\n3. Assets etc. of old company vested in new 3\n4. Property under the Transfer of Land Act 1890 4\n5. Realty and chattels real under the general law 4\n6. Personalty under general law 5\n7. Registrar of Titles, Registrar-General, and strangers dealing\nwith new company not affected by scheme of reconstruction 5\n8. Scheme of reconstruction and conveyance to new company\nnot chargeable with ad valorem duty 6\n9. Actions etc. or against the old company not to abate or be\naffected by reason of reconstruction 6\n10. Account-books of old company to be available as evidence\nfor new company 8\n11. Members of old company to become liable as members of\nnew company without application for shares 8\n12. Name of deceased member may be entered in share register\nof new company 9\n13. Compromises or arrangements heretofore sanctioned declared\nvalid 9\n14. Rules as to set-off under section 63 of the Supreme Court\nAct 1890 to apply 10\n15. Sections 11 and 12 not to apply to certain company 11\n16. Trustees etc. entitled to shares in new company Goldsbrough\nMort and Co. Ltd. may register as holders of shares 11\n17. Power to extend time of making call or payment thereof in\ncase of National Bank 11\n__________________\nSCHEDULE 13\n═══════════════\n\nVictorian Legislation and Parliamentary DocumentsSection Page\nii\nENDNOTES 14\n1. General Information 14\n2. Table of Amendments 15\n3. Explanatory Details 16\n\nVictorian Legislation and Parliamentary Documents1\nVersion No. 001\nReconstructed Companies Act 1893\nAct No. 1356/1893\nVersion incorporating amendments as at 21 February 2001\nAn Act to facilitate the carrying out the Reconstruction Schemes\nof Certain Companies and the Compromise Schemes of Certain\nSocieties.\nPreamble\nWHEREAS each of the several companies named\nin the first column of the Schedule to this Act has\nbeen reconstructed upon the basis of a compromise\nor arrangement or upon the basis of a sale under\nsection one hundred and forty-six of the\nCompanies Act 1890 sanctioned in the case of\nthose companies which were incorporated by or\nunder the provisions of an Act of the colony of\nVictoria, by an order of the Supreme Court of the\nsaid colony; and in the case of those companies\nwhich were incorporated by or under the\nprovisions of an Act of the United Kingdom or\nRoyal Charter, by an order of a court of competent\njurisdiction in the United Kingdom, short\nparticulars of which several orders are set forth in\nthe second column of the Schedule to this Act\nopposite the names of the companies to which they\napply:\nAND WHEREAS each of the companies so\nreconstructed is now an incorporated company\nincorporated under the Act specified in the third\ncolumn of the Schedule to this Act opposite the\nname of the company, and is carrying on business\nin the colony of Victoria under the name in the\nfourth column of the said Schedule printed\nopposite its old name:\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n2\nAND WHEREAS it is expedient to facilitate the\ncarrying out of the said compromises and\narrangements and sales in the way and to the extent\nhereinafter appearing:\nBE IT THEREFORE ENACTED by the Queen's Most\nExcellent Majesty by and with the advice and consent of the\nLegislative Council and the Legislative Assembly of Victoria\nin this present Parliament assembled and by the authority of\nthe same as follows (that is to say):\n1. Short title\nThis Act may be cited as the Reconstructed\nCompanies Act 1893.\n2. Definitions\nIn this Act where not inconsistent with the\ncontext—\n\"new company\" means the company formed by\nreconstruction as recited in the preamble of a\npre-existing company;\n\"old company\" means the pre-existing company\nwhich was reconstructed as recited in the\npreamble;\n\"property\" includes real property of any\ndescription whatsoever including corporeal\nand incorporeal hereditaments; also personal\nproperty of any description whatsoever\nincluding any chattels real any uncalled\ncapital debt security and chose in action; also\nany estate interest right title claim or demand\nin to or in respect of any property real or\npersonal; any right or claim against any\nperson; and any other right or interest.\ns. 1\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n3\n3. Assets etc. of old company vested in new\nImmediately upon the passing of this Act all the\nproperty of each of the old companies mentioned\nin the Schedule to this Act incorporated by or\nunder the provisions of some Act of the colony of\nVictoria vested in or belonging to such company\nat the date of the order of court sanctioning its\nreconstruction; and (subject to any order of a court\nof competent jurisdiction of the United Kingdom\nnow or hereafter made affecting the same) all the\nproperty in Victoria of each of the old companies\nmentioned in the said Schedule incorporated\nunder the provisions of some Act of the United\nKingdom or by Royal Charter, vested in or\nbelonging to such company at the date of the order\nof court sanctioning its reconstruction shall\nwithout any further or other conveyance\nassignment or transfer vest in pass to and become\nthe property of the new company whose name\nappears in the fourth column of the said Schedule\nopposite the name of the old company absolutely\nfor all the estate right title interest claim and\ndemand which the old company had therein at the\ndate of such order, subject nevertheless to the\nequities (if any) affecting the same respectively\nand to the terms and provisions of the compromise\nor arrangement or sale so sanctioned as aforesaid\nand to any conveyance transfer or other assurance\nor any dealing duly executed made or entered into\nsince that date in pursuance of and in conformity\nwith such compromise or arrangement or sale:\nProvided always that any property of the old\ncompany which by its compromise or\narrangement or sale (sanctioned as aforesaid) is\nexpressly and specifically excepted or excluded\nfrom passing to the new company is excepted and\nexcluded from the vesting operation of this\nsection.\ns. 3\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n4\n4. Property under the Transfer of Land Act 1890\nAs to any land lease mortgage or charge under the\nTransfer of Land Act 1890 whereof the old\ncompany appears on the Register of the said Act\nas the proprietor the new company shall by virtue\nof the statutory transfer effected by the last\npreceding section on making application in\nwriting to the Registrar of Titles and payment of\nthe statutory fees be entitled to be registered\nproprietor of any such land lease mortgage or\ncharge as from the date of lodgment of such\napplication, in lieu of the old company; and as to\nany caveat or writ then appearing upon the\nRegister in the name or interest of the old\ncompany or any application unregistered dealing\nclaim notice direction or other matter at that date\nexisting in the Office of Titles in the name of or\naffecting the old company the new company shall\nas from the date of the passing of this Act be\ndeemed to be the caveator execution creditor or\nother person interested or affected in the place and\nstead of the old company.\n5. Realty and chattels real under the general law\nAs to any lands tenements hereditaments leases\nmortgages charges or other realty or chattels real\nnot under the Transfer of Land Act 1890 of in or\nby which the old company appears by any\nmemorial in the books of the Registrar-General\nunder the provisions of the Real Property Act\n1890 to be the registered owner or person\ninterested or affected, the new company shall\nimmediately upon the passing of this Act become\nand be deemed as from that date the registered\nowner of or person interested in or affected by\nsuch land tenement hereditaments lease mortgage\ncharge or other realty or chattel real respectively\nin the place and stead of the old company the\nsame as if the name of the new company appeared\nS. 4\namended by\nNo. 18/1989\ns. 13(Sch. 2\nitem 70).\ns. 4\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n5\nupon the memorial in the books of the Registrar-\nGeneral instead of that of the old company.\n6. Personalty under general law\nAs to any personalty not included in the last\npreceding section including any lien bill of sale or\nother security contract writ lis pendens or other\nmatter (not under the provisions of the Transfer\nof Land Act 1890) of in or by which the old\ncompany appears by any memorandum or other\nwriting entered filed or registered in the office of\nthe Registrar-General under or by virtue of the\nInstruments and Securities Act 1890 or any\nother Act to be the owner or person interested or\naffected, the new company shall immediately\nupon the passing of this Act become and be\ndeemed as from that date the registered owner or\nperson interested or affected in the place and stead\nof the old company the same as if the name of the\nnew company appeared upon such memorandum\nor other writing instead of that of the old\ncompany.\n7. Registrar of Titles, Registrar-General, and\nstrangers dealing with new company not affected by\nscheme of reconstruction\nNotwithstanding anything in this Act contained it\nshall not be the duty of the Registrar of Titles or\nRegistrar-General either before or after any\nregistration made in pursuance of this Act to\ninvestigate or inquire concerning the terms or\nprovisions of the compromise or arrangement or\nsale so sanctioned as aforesaid. And after the\nregistration of the new company as a proprietor of\nany estate or interest under the Transfer of Land\nAct 1890 it shall for the purposes of any dealing\nbe deemed to be the absolute proprietor thereof.\ns. 6\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n6\n8. Scheme of reconstruction and conveyance to new\ncompany not chargeable with ad valorem duty\n(1) No compromise or arrangement of or sale by any\nof the companies named in the Schedule to this\nAct sanctioned as aforesaid and no conveyance or\ntransfer executed or made in pursuance thereof by\nor on behalf of or by direction of the old company\nto the new company shall be deemed a\nconveyance or transfer on sale of real property\nwithin the meaning of section ninety-three of the\nStamps Act 1890 or be chargeable with ad\nvalorem duty.\n(2) In no case shall any new company charge any\ndebtor of such company any fees or costs\nincidental to the transfer of such debtor's security\nfrom the old company to the new company, and\nevery debtor shall be entitled to a valid receipt\nfrom the new company for any interest or\nprincipal moneys paid to such new company by\nsuch debtor in respect of any debt due to the old\ncompany without payment of any fees or costs\narising from or upon any transfer from the old\ncompany to the new company of any security of\nthe debtor for such debt.\n9. Actions etc. or against the old company not to abate\nor be affected by reason of reconstruction\n(1) Subject to the provisions of the compromise or\narrangement or to the terms of sale sanctioned as\naforesaid no action proceeding notice demand or\nact commenced given made or done by or on\nbehalf of or against the old company previously to\nthe passing of this Act shall abate or be affected\nby reason of the reconstruction sanctioned as\naforesaid, but the same may be prosecuted acted\non discontinued or otherwise dealt with by and in\nthe name of or against the new company the same\nas though such action proceeding notice demand\ns. 8\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n7\nor act had been instituted proceeded with given\nmade or done by or on behalf of or against the\nnew company, and subject to the provisions\naforesaid the benefit or burden of any decree\njudgment order verdict award proceeding notice\ndemand liability or contract to which the old\ncompany was entitled or subject at the passing of\nthis Act shall enure to or be binding upon the new\ncompany as from the date of such order as\naforesaid being made.\n(2) Any notice demand or act which it was provided\nby any Act deed instrument power of attorney\nundertaking agreement or otherwise should or\nmight be given made or done to or by the old\ncompany or any particular officer of the old\ncompany or its transferees or assigns may be\ngiven made or done to or by the new company or\na like officer of the new company or the\ntransferees or assigns of the new company, and\nany agreement guarantee or other instrument\ngiven to or made with the old company and vested\nin the new company by the operation of this Act\nmay be enforced by the new company as if it had\nbeen given to or made with or acquired by the\nnew company:\nProvided that where such instrument is under the\nTransfer of Land Act 1890 the new company\nshall have first become the registered proprietor in\nrespect thereof in lieu of the old company.\n(3) The new company and its assigns may prove rank\nclaim and draw a dividend in the matter of the\ninsolvency or sequestration of any debtor of the\nold company whose debt has by section three of\nthis Act passed to the new company, and such\nnew company and its assigns may execute any\nrelease or other document which the old company\nmight execute in respect of such debtor's debt\ninsolvency or sequestration.\ns. 9\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n8\n10. Account-books of old company to be available as\nevidence for new company\nThe ledgers day-books cash-books and other\naccount-books of the old company passing to the\nnew company under this Act shall for the purpose\nof giving effect to the provisions of this Act and\nsecuring to the new company its transferees and\nassigns the full benefit of the property of the old\ncompany thereby vested in it be admissible in all\nlegal proceedings as prima facie evidence for all\nparties within the provisions of Division 2 Part II\nof the Evidence Act 1890 or any statutory\nmodification thereof as though the same were and\nhad always been the ledgers day-books cash-\nbooks and other account-books of the new\ncompany.\n11. Members of old company to become liable as\nmembers of new company without application for\nshares\nWhenever it was provided by any such\ncompromise or arrangement as is hereinbefore\nmentioned entered into by any company\nincorporated by or under the provisions of any Act\nof the said colony that the members of the old\ncompany should accept shares in the new\ncompany every member of the old company shall\nwithout any application on his part be deemed to\nhave become a member of the new company and\nto be the holder in the new company of the\nnumber of shares which by such compromise or\narrangement he was required to accept with such\nliability in respect of such shares as by the\ncompromise or arrangement was provided and his\nname shall be entered accordingly in the register\nof members of the new company, and any lien or\ncharge given by him in favour of the old company\nupon or over shares therein shall be deemed to\nhave been given in favour of the new company\ns. 10\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n9\nupon or over the shares therein stated in such\nregister to be held by him.\n12. Name of deceased member may be entered in share\nregister of new company\nIf the name of a person who at the time of his\ndeath was the owner of shares (not held by him\njointly with any other person) in any such\ncompany incorporated by or under the provisions\nof any Act of the said colony remained\nnotwithstanding his death on the register of\nmembers of the old company at the time when the\ncompromise or arrangement was sanctioned his\nname may be entered in the register of members\nof the new company for such number of shares as\nwould be equivalent to his holding in the old\ncompany and the liability of his executors or\nadministrators and of his estate in respect of the\nshares stated in the said last-mentioned register as\nbeing held by him shall be the same as it would\nhave been if he had been alive at the time when\nhis name shall have been entered in such register\nand his executors or administrators may become\nregistered as the holder of such shares as such\nexecutors or administrators and shall in respect\nthereof be subject to such and the same liabilities\nand no more as they would have been subject to if\nsuch shares had remained registered in the name\nof such deceased person.\n13. Compromises or arrangements heretofore\nsanctioned declared valid\nEvery compromise or arrangement between such\nof the companies mentioned in the first column of\nthe said Schedule as were incorporated by or\nunder the provisions of any Act of the said colony\nand the creditors of such company or any class of\nsuch creditors and every sale under section one\nhundred and forty-six of the Companies Act 1890\ns. 12\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n10\nwhich previous to the passing of this Act has been\nsanctioned by an order of the Supreme Court is\nhereby declared to be valid and binding in law and\nto be a compromise or arrangement within the\nmeaning of the Companies Act Amendment Act\n1892.\nProvided always that nothing herein contained\nshall affect or prejudice the rights (if any) of the\nCrown or of any person to moneys paid into any\nold company by order of a court or paid in or\ndeposited by any public officer whatsoever.\nProvided always that no action suit proceeding or\nappeal pending at the time of the passing of this\nAct shall be abated or affected by any of the\nprovisions of this section or of this Act.\n14. Rules as to set-off under section 63 of the Supreme\nCourt Act 1890 to apply\nIn the case of any new company mentioned in the\nsaid Schedule the same rules as to set-off in the\ncase of mutual credits mutual debts or other\nmutual dealings as would have applied or would\napply under the sixty-third section of the Supreme\nCourt Act if such company were a company\nwhose assets had proved to be insufficient for the\npayment of its debts and liabilities and which was\nbeing wound up under Part I of the Companies\nAct 1890 shall be deemed to have applied as from\nthe date of the commencement of the winding up\nof the old company and shall continue to apply as\nregards any debt or claim existing at the\ncommencement of such winding up or arising out\nof founded upon or substituted for any debt or\nclaim then existing:\nProvided always that no person shall be entitled to\nany set-off by virtue of this section against such\nnew company in respect of any sum secured by or\nmentioned in any deposit receipt or other\ns. 14\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n11\ninstrument received by him under or in pursuance\nof any such compromise or arrangement as is\nhereinbefore mentioned unless he shall surrender\nsuch receipt or instrument to such company, but\nupon surrendering the same he shall be entitled to\nreceive from such company a new deposit receipt\nor instrument for the balance of the sum secured\nby or mentioned in the deposit receipt or\ninstrument so surrendered after deduction from\nsuch sum of the amount of the set-off.\n15. Sections 11 and 12 not to apply to certain company\nSections eleven and twelve of this Act shall not\napply to the company named The Australian\nDeposit and Mortgage Bank Limited.\n16. Trustees etc. entitled to shares in new company\nGoldsbrough Mort and Co. Ltd. may register as\nholders of shares\nTrustees executors and administrators in the estate\nof any deceased person entitled to become the\nholders of shares in the new company of\nGoldsbrough Mort and Company Limited may\nbecome registered as the holders of such shares as\nsuch trustees executors or administrators and shall\nin respect of such shares be subject to such and\nthe same liabilities and no more as they would\nhave been subjected to if such shares were\nregistered in the name of such deceased person.\n17. Power to extend time of making call or payment\nthereof in case of National Bank\nInasmuch as it was provided by the compromise\nor arrangement entered into by the National Bank\nof Australasia that a call should be made upon the\ncontributories of that bank payable insuch\ninstalment or instalments and at such time or\ntimes as the Supreme Court at the time of\nsanctioning such compromise or arrangement\ns. 15\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n12\nshould think fit, and inasmuch as it was not\npracticable to settle the list of contributories and\nto make such call within the time as fixed by the\nSupreme Court:\nIt shall be lawful for the Supreme Court or a judge\nthereof in its or his discretion upon application in\na summary way by the said bank or the liquidator\nthereof at any time or from time to time to extend\nthe time for making such call or to alter or vary\nthe time fixed by the court at the time of\nsanctioning such compromise or arrangement for\nmaking such call or for the payment of such call\nor any instalment or instalments thereof.\nProvided always that any extension of the time for\nmaking such call or any alteration or variation of\nthe time fixed by the said court as aforesaid shall\nnot be made beyond the first day of April One\nthousand eight hundred and ninety-four, and that\nany extension of the time or times for the payment\nof such call or any instalment or instalments\nthereof shall not be made beyond the period of\nthree months from the time or times fixed at the\npassing of this Act for the payment thereof.\n__________________\ns. 17\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n13\nSCHEDULE\nOld Company\nSanctioning Order: Court\nmaking and Date of Incorporating Act New Company\nThe Commercial\nBank of Australia\nLimited\nSupreme Court of the\nColony of Victoria,\n26th April, 1893, as\nvaried on appeal by the\nFull Court\nThe Act of the\nLegislature of Victoria\ncited and known as the\nCompanies Act 1890\nThe Commercial\nBank of Australia\nLimited\nThe National\nBank of\nAustralasia\nSupreme Court of the\nColony of Victoria,\n2nd June, 1893\nDitto ... ... ... The National\nBank of\nAustralasia\nLimited\nThe Bank of\nVictoria Limited\nSupreme Court of the\nColony of Victoria,\n31st May, 1893\nDitto ... ... ... The Bank of\nVictoria Limited\nThe City of\nMelbourne Bank\nLimited\nSupreme Court of the\nColony of Victoria,\n3rd June, 1893\nDitto ... ... ... The City of\nMelbourne Bank\nLimited\nThe Colonial\nBank of\nAustralasia\nSupreme Court of the\nColony of Victoria,\n19th June, 1893\nDitto ... ... ... The Colonial\nBank of\nAustralasia\nLimited\nThe Standard\nBank of Australia\nLimited\nSupreme Court of the\nColony of Victoria,\n28th June, 1893\nDitto ... ... ... The Standard\nBank of Australia\nLimited\nGoldsbrough,\nMort, & Company\nLimited\nSupreme Court of the\nColony of Victoria,\n22nd August, 1893\nThe High Court of Justice\nin England, 23rd August,\n1893\nDitto ... ... ... Goldsbrough,\nMort, & Company\nLimited\nThe London\nChartered Bank of\nAustralia\nThe High Court of Justice\nin England, 3rd August,\n1893\nCompanies Acts\n(England), 1862 to 1890\nThe London Bank\nof Australia\nLimited\nThe English,\nScottish, and\nAustralian\nChartered Bank\nThe High Court of Justice\nin England, 1st July, 1893\nDitto ... ... ... The English,\nScottish, and\nAustralian Bank\nLimited\nThe Australian\nDeposit and\nMortgage Bank\nLimited\nSupreme Court of the\nColony of Victoria,\n26th July, 1892\nThe Act of the\nLegislature of Victoria\ncited and known as the\nCompanies Act 1890\nThe Australian\nDeposit and\nMortgage Bank\nLimited\n═══════════════\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n14\nENDNOTES\n1. General Information\nThe Reconstructed Companies Act 1893 was assented to on 6 November\n1893 and came into operation on 6 November 1893.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n15\n2. Table of Amendments\nThis Version incorporates amendments made to the Reconstructed\nCompanies Act 1893 by Acts and subordinate instruments.\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nTransfer of Land (Computer Register) Act 1989, No. 18/1989\nAssent Date: 16.5.89\nCommencement Date: 3.2.92: Government Gazette 18.12.91 p. 3488\nCurrent State: All of Act in operation\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 1356/1893\nReconstructed Companies Act 1893\n16\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The Act remains tightly scoped to its original purpose. It was always intended as specific enabling legislation for the nine banks listed in the Schedule undergoing reconstruction during the 1890s depression. The only amendment since 1893 (Transfer of Land (Computer Register) Act 1989) was a technical update to section 4 referencing modernised land registration systems, not an expansion of scope. The Act has not grown beyond its original intent; if anything, it has become a historical relic as most named institutions have since disappeared through subsequent mergers."},"complexity_factors":["Length: 17 sections plus Schedule, approximately 12 pages—moderate but not excessive","Dense 19th-century legal drafting with long compound sentences and archaic terminology ('hereditaments', 'chattels real', 'enure', 'abate')","Extensive cross-referencing to other Victorian Acts: Companies Act 1890, Transfer of Land Act 1890, Real Property Act 1890, Instruments and Securities Act 1890, Evidence Act 1890, Supreme Court Act 1890, Stamps Act 1890","Multiple conditional provisos and saving clauses ('Provided always that...') creating nested exceptions","Company-specific provisions (sections 15, 16, 17) creating bespoke rules for individual named institutions rather than general principles","Schedule-based operation—the Act only applies to the nine listed companies, making it highly specific","Dual property law systems addressed: Torrens title (Transfer of Land Act) and general law (old system) property, requiring parallel but distinct mechanisms in sections 4, 5, and 6"],"plain_english_summary":"This is a **Victorian law from 1893** that helped fix a financial mess during the 1890s depression. Several major banks and financial companies had gone bust or needed restructuring, and this Act made it easier to transfer their assets and debts from the old failing companies to new replacement companies.\n\n**What it does:**\n\n*   **Automatic asset transfer:** When a company was being reconstructed (basically, replaced by a new company as part of a court-approved rescue deal), all its property—land, buildings, debts owed to it, contracts—automatically jumped across to the new company without needing separate paperwork for each item.\n*   **Land registry updates:** It let the new companies get their names on land titles and property registers immediately, replacing the old company names.\n*   **Keeps legal actions alive:** Any lawsuits or legal claims against the old companies could continue against the new ones without starting over.\n*   **Shareholder continuity:** Members (shareholders) of the old banks automatically became members of the new banks with the same shareholdings, without having to apply for new shares.\n*   **Tax break:** The transfers weren't hit with stamp duty (a tax on property transfers).\n*   **Special rules for specific banks:** It includes one-off provisions for particular institutions—like extending deadlines for the National Bank of Australasia to call in money from shareholders, and special registration rules for Goldsbrough Mort & Co.\n\n**Who it affects:**\n\nThe Schedule lists nine specific companies, all banks or financial institutions from the 1890s: The Commercial Bank of Australia, National Bank of Australasia, Bank of Victoria, City of Melbourne Bank, Colonial Bank of Australasia, Standard Bank of Australia, Goldsbrough Mort & Co, London Chartered Bank of Australia, English Scottish and Australian Chartered Bank, and Australian Deposit and Mortgage Bank.\n\n**Why it matters:**\n\nThis was emergency legislation to prevent total financial collapse during Australia's worst 19th-century depression. It created a legal shortcut so that reconstructed banks could keep operating without getting bogged down in thousands of individual property transfers. It's a historical curiosity now—most of these banks no longer exist as separate entities (many were absorbed into modern banks like NAB or Westpac)—but it shows how governments use legislation to clean up corporate collapses quickly."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Insufficient content was provided in the document to assess whether the scope of the Act changed from its original intent. The document contains only metadata and version history labels, with no substantive provisions visible for analysis."},"complexity_factors":["Insufficient substantive content provided to assess true legal complexity","Historical 19th-century legislative drafting style may differ significantly from modern plain-English legislation","Interaction with modern federal corporations law (Corporations Act 2001) could create complexity if the Act remains operative","The concept of 'company reconstruction' has evolved significantly since 1893, potentially making interpretation difficult"],"plain_english_summary":"This very old (1893) Victorian statute concerns companies that have been reorganised or reformed — “reconstructed companies” — though the provided document contains almost no substantive provisions, only metadata. Its practical effect today is likely minimal because modern corporations law is governed federally by the Corporations Act 2001, but the Act remains technically in force and could have residual or historical relevance in narrow cases."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The core substantive scope — to effect vesting and validate court‑sanctioned reconstructions for the companies listed in the Schedule — remains intact. However, the Act's operational mechanics have been updated: registration procedures were modernised by later amendment referencing the Transfer of Land (Computer Register) Act 1989 (see endnotes and the amendment note to s.4). The Act still applies only to the Schedule's companies and contains specific exclusions and deadlines (e.g. s.15 exception; s.17 time limits)."},"complexity_factors":["Cross‑statute interactions: the Act operates through and depends on multiple other statutes (Transfer of Land Act 1890, Real Property Act 1890, Instruments and Securities Act 1890, Stamps Act 1890, Supreme Court Act 1890) which increases interpretive complexity (see ss.4–6, 8, 14).","Schedule‑specific operation: the Act applies only to companies listed in the Schedule; its practical effect depends on the Schedule entries and the particular court orders recited in the preamble.","Vesting subject to equities and existing terms: property vests \"absolutely\" but remains subject to equities, and specific exclusions in the underlying compromise or sale override vesting (see s.3).","Registration mechanics and administrative steps: the new company must apply and pay statutory fees to be registered under land and registry statutes (s.4), and registrars are explicitly exempted from inquiring into the reconstruction terms (s.7), creating a mix of administrative simplicity and legal risk.","Continuity of litigation and obligations: suits, notices, decrees and other legal acts transfer to the new company without abatement, affecting procedural posture and evidence (s.9; s.10 for admissibility of old books).","Member and estate treatment: members of old companies become members of new companies automatically, with liabilities and register entries effected without application, and special rules apply to deceased members and trustees (ss.11, 12, 16; exception in s.15).","Financial effects and restrictions: transfers under reconstructions are exempt from ad valorem stamp duty (s.8(1)); new companies cannot charge debtors transfer fees and must issue valid receipts (s.8(2)), shifting compliance costs and limiting revenue opportunities for acquirers.","Judicial discretion with time limits: courts retain discretionary power to extend or vary calls in one named bank's scheme, but with express outer time limits, creating a constrained discretion (s.17).","Amendment history affecting scope: later statutory amendment updated registry references to a computer register (Transfer of Land (Computer Register) Act 1989), altering operational details of registration (see endnotes and s.4 note)."],"plain_english_summary":"This Act mechanically transfers the property, rights and liabilities of certain named \"old\" companies to specified \"new\" companies following court‑sanctioned reconstructions, and declares those court approvals and sales valid. It affects the listed companies, their creditors, debtors, members, registrars and courts by making the new companies the legal owners, preserving ongoing actions and liabilities, requiring registration steps, forbidding transfer fees for debtors, and recognising old account books and set‑off rules under the new entities."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/reconstructed-companies-act-1893","history":"/api/acts/reconstructed-companies-act-1893/history","analysis":"/api/acts/reconstructed-companies-act-1893/analysis","conflicts":"/api/acts/reconstructed-companies-act-1893/conflicts","importantCases":"/api/acts/reconstructed-companies-act-1893/important-cases","documents":"/api/acts/reconstructed-companies-act-1893/documents"}}