{"id":"st-george-bank-and-advance-bank-australia-act-1998","name":"St George Bank and Advance Bank Australia Act 1998","slug":"st-george-bank-and-advance-bank-australia-act-1998","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":177852,"registerId":"vic-st-george-bank-and-advance-bank-australia-act-1998-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"St George Bank and Advance Bank Australia Act 1998","content":"Version No. 003\n\n**St George Bank and Advance Bank Australia Act 1998**\n\n**No. 51 of 1998**\n\nVersion incorporating amendments as at  \n28 May 2012\n\n**table of provisions**\n\n*Section Page*\n\n1 Purpose 1\n\n2 Commencement 1\n\n3 Definitions 1\n\n4 Act to bind Crown 3\n\n5 Business names 3\n\n6 Payment of amount in lieu of State taxes and charges 4\n\n7 Certificates evidencing operation of Act or New South Wales regulation 5\n\n8 Interests in land 6\n\n9 Legal proceedings and evidence 7\n\n10 Act to have effect despite other laws 7\n\nENDNOTES 9\n\n1. General Information 9\n\n2. Table of Amendments 10\n\n3. Explanatory Details 11\n\n**Version No.** **003**\n\n**St George Bank and Advance Bank Australia Act 1998**\n\n**No. 51 of 1998**\n\nVersion incorporating amendments as at  \n28 May 2012\n\n**Preamble**\n\n(1) Advance Bank Australia Limited is a company incorporated in New South Wales.\n\n(2) St. George Bank Limited is a company incorporated in New South Wales.\n\n(3) The companies have agreed to merge the banking businesses carried on by them.\n\n(4) It is expedient to enact legislation to facilitate the merger of the banking businesses.\n\n**The Parliament of Victoria therefore enacts as follows:**\n\n\t1 Purpose\n\nThe purpose of this Act is to facilitate the merger of Advance Bank Australia Limited with St. George Bank Limited.\n\n\t2 Commencement\n\nThis Act comes into operation on the day on which it receives the Royal Assent.\n\n\t3 Definitions\n\nIn this Act—\n\n***Advance Bank*** means Advance Bank Australia Limited (A.C.N. 002 953 335);\n\n***asset*** means property, or a right, of any kind, and includes—\n\n(a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible), in real or personal property of any kind; and\n\n(b) any chose in action; and\n\n(c) any right, interest or claim of any kind, including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and\n\n(d) any asset within the meaning of Part IIIA of the Income Tax Assessment Act 1936 of the Commonwealth.\n\ns. 3\n\n***chief executive officer***, in relation to St George, means the officer having the day to day management of the affairs of St George and includes an officer acting from time to time in that capacity;\n\n***instrument*** includes a document and an oral agreement;\n\n***interest***, in relation to land, includes—\n\n(a) a legal or equitable estate or interest in the land; or\n\n(b) a right, power or privilege over, or in relation to, the land;\n\n***liability*** includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective);\n\n***New South Wales regulation*** means the Bank Mergers (Advance Bank) Regulation 1998 of New South Wales;\n\n***St George*** means St. George Bank Limited (A.C.N. 055 513 070);\n\n***translated asset*** means an asset that, under the New South Wales regulation, has become an asset of St George;\n\n***translated liability*** means a liability that, under the New South Wales regulation, has become a liability of St George.\n\n\t4 Act to bind Crown\n\ns. 4\n\nThis Act binds the Crown in right of Victoria and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.\n\n\t5 Business names\n\n(1) St George may, in addition to any other name it is entitled to use, operate in this State under any of the following names (the ***permitted business names***)—\n\n(a) Advance Bank Australia;\n\n(b) Bank of South Australia;\n\n(c) BankSA.\n\n(2) Until 30 November 1998, St George may also operate in this State under either of the following names—\n\n(a) Advance Bank Australia Limited;\n\n(b) BankSA, a Division of Advance Bank Australia Limited.\n\nS. 5(3) amended by No. 79/2011 s. 37(1).\n\n(3) This section does not prevent St George from registering any of the permitted business names, or any other name, under the Business Names Registration Act 2011 of the Commonwealth.\n\nS. 5(4) amended by No. 79/2011 s. 37(2).\n\n(4) In this section, a reference to operating under a name includes a reference to engaging in any conduct in respect of which, for the purpose of the Business Names Registration Act 2011 of the Commonwealth, that name would (but for subsection (1)) have been required to be registered.\n\n\t6 Payment of amount in lieu of State taxes and charges\n\ns. 6\n\n(1) St George must pay to the Treasurer in lieu of all taxes, duties, charges or other imposts for which St George or Advance Bank would otherwise be liable under the law of this State as a result of, or in connection with—\n\n(a) the vesting of any translated asset in, or transfer of any translated liability to, St George; or\n\n(b) an application made, a debit or credit or other entry made, receipt given, or anything else done for acknowledging, evidencing or giving effect to the vesting of any translated asset in, or transfer of any translated liability to, St George—\n\nan amount which, in the opinion of the Treasurer, is equal to the amount of those taxes, duties, charges or other imposts.\n\n(2) If St George pays an amount referred to in subsection (1)—\n\n(a) despite the provisions of any Act relating to the payment of taxes, duties, charges or other imposts, St George is not liable for any taxes, duties, charges or other imposts in respect of a vesting, transfer or other matter referred to in subsection (1) and an instrument effecting or evidencing any such vesting, transfer or other matter is not chargeable with any such taxes, duties, charges or other imposts; and\n\n(b) no obligation arises under an Act for the assessment or imposition of stamp duty, financial institutions duty or debits tax—\n\n(i) to lodge a statement or return relating to the vesting of any translated asset in, or transfer of any translated liability to, St George; or\n\n(ii) to include information about the vesting or transfer in a statement or return.\n\n(3) The Treasurer is to give a certificate to St George when satisfied that the sum due under subsection (1) has been paid stating that the sum due under that subsection has been paid.\n\n(4) In this section, ***taxes, duties, charges or other imposts*** does not include amounts—\n\n(a) payable to the Australian Securities Commission under the Corporations Law, the Corporations Regulations, the ASC Law or the ASC Regulations[[1]](#endnote-1); or\n\n(b) payable to the Registrar of Titles or Registrar-General in respect of any act, dealing or other transaction relating to land.\n\n\t7 Certificates evidencing operation of Act or New South Wales regulation\n\ns. 7\n\n(1) The chief executive officer of St George may, by certificate signed by the chief executive officer, certify any matter in relation to the operation or effect of this Act or the New South Wales regulation and, in particular, may certify that—\n\n(a) a specified matter or thing relevant to St George is an aspect of the operation or effect of this Act or the New South Wales regulation; or\n\n(b) a specified thing was done for a purpose connected with, or arising out of, the operation or effect of this Act or the New South Wales regulation in relation to St George; or\n\n(c) a specified asset of Advance Bank has become a translated asset of St George; or\n\n(d) a specified liability of Advance Bank has become a translated liability of St George; or\n\n(e) a specified asset or liability of Advance Bank, being a liability or asset transferred to Advance Bank under the **Bank of South Australia and Advance Bank Act 1996**, has become a translated asset of St George.\n\n(2) For all purposes and in all courts, tribunals and proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except to the extent that the contrary is established.\n\n\t8 Interests in land\n\ns. 8\n\n(1) Where any land of which Advance Bank is, or is deemed or taken to be, the registered proprietor is by virtue of the New South Wales regulation vested in St George, notwithstanding anything to the contrary in any written law or other law, St George is to be deemed to be the registered proprietor of the land for the purposes of the **Transfer of Land Act 1958** and the land may be dealt with accordingly.\n\n(2) On being requested to do so and on delivery of any relevant instrument or document and on payment of any relevant fees under the **Transfer of Land Act 1958**, the Registrar of Titles must make any recording in the Register that are necessary because of the operation of this Act.\n\n(3) On being requested to do so and on production of any relevant instrument or document, the Registrar-General must make all entries on records of enrolment of any Crown grant and on any memorial relating to any land concerned that are necessary because of the operation of this Act.\n\n\t9 Legal proceedings and evidence\n\ns. 9\n\n(1) Where, immediately before 1 April 1998, proceedings (including arbitration proceedings) to which Advance Bank was party were pending or existing in any court or tribunal, St George is, on that day, substituted for Advance Bank as a party to the proceedings and has the same rights in the proceedings as Advance Bank had.\n\n(2) Where, before 1 April 1998, documentary or other evidence would have been admissible for or against the interest of Advance Bank, that evidence is admissible, on or at any time after that date, for or against the interests of St George.\n\n\t10 Act to have effect despite other laws\n\n(1) This Act has effect despite anything in any contract, deed, undertaking, agreement or other instrument.\n\n(2) Nothing done by or under this Act—\n\n(a) places St George, Advance Bank or another person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong; or\n\n(b) places St George, Advance Bank or another person in breach of—\n\n(i) any law of Victoria; or\n\n(ii) any contractual provision prohibiting, restricting or regulating the assignment or transfer of any asset or liability or the disclosure of any information; or\n\n(c) fulfils any condition which allows a person to terminate or otherwise exercise a right or power under any agreement or liability; or\n\n(d) releases any surety or other obligor, wholly or partly, from any liability, whether actual, contingent or prospective.\n\ns. 10\n\n(3) Without limiting subsection (1), where, apart from this section, the advice or consent of a person would be necessary in any particular respect in order to give effect to this Act, the advice is taken to have been obtained or the consent is taken to have been given, as the case requires.\n\n\n\nENDNOTES\n\nEndnotes\n\n1. General Information\n\n\n*Minister's second reading speech—*\n\n*Legislative Assembly: 9 April 1998*\n\n*Legislative Council: 30 April 1998*\n\nThe long title for the Bill for this Act was \"A Bill to facilitate the merger of Advance Bank Australia Limited with the St. George Bank Limited and for other purposes.\"\n\nThe **St George Bank and Advance Bank Australia Act 1998** was assented to on 2 June 1998 and came into operation on 2 June 1998: section 2.\n\n1. Table of Amendments\n\n\nEndnotes\n\nThis Version incorporates amendments made to the **St George Bank and Advance Bank Australia Act 1998** by Acts and subordinate instruments.\n\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\n\n**Business Names (Commonwealth Powers) Act 2011, No. 79/2011**\n\n| *Assent Date:* | 21.12.11 |\n| --- | --- |\n| *Commencement Date:* | S. 37 on 28.5.12: Special Gazette (No. 151) 8.5.12 p. 1 |\n| *Current State:* | This information relates only to the provision/s amending the **St George Bank and Advance Bank Australia Act 1998** |\n\n\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\n\n1. Explanatory Details\n\n\nEndnotes\n\n1. S. 6(4)(a): See regulation 5 of the Corporations (Ancillary Provisions) Regulations 2011, S.R. No. 34/2011. [↑](#endnote-ref-1)","sortOrder":0}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"Based on the limited information available, there is no evidence that the scope of this Act changed from its original intent. It appears to remain in its 'as made' consolidated form, suggesting no significant amendments altered its original purpose of facilitating the St George Bank and Advance Bank Australia merger."},"complexity_factors":["Limited source text provided — full Act content not available for detailed analysis","Bank merger legislation typically involves technical provisions around asset and liability transfers","May contain cross-references to Commonwealth banking legislation (e.g., Banking Act 1959) adding jurisdictional complexity","Historical Act with limited current relevance, reducing practical complexity for modern readers","Standard merger facilitation Acts of this era follow relatively predictable structures"],"plain_english_summary":"The St George Bank and Advance Bank Australia Act 1998 (Vic) is a Victorian law enacted to enable the merger/amalgamation of St George Bank and Advance Bank Australia — allowing assets, liabilities and contracts to transfer and protecting customers, employees and counterparties affected by the consolidation. \n\nIt served that historical purpose; although still in force, its practical significance is limited today after subsequent banking reorganisations (including St George’s later acquisition by Westpac)."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act remains a narrowly focused merger-facilitation law that creates legal effects in Victoria for assets, liabilities, legal proceedings and business names arising from the NSW merger regulation. The post‑enactment amendment reflected in this version updates references to Commonwealth business-names registration rules (Business Names (Commonwealth Powers) Act 2011 amendments to s 5) but does not broaden the Act's substantive reach beyond facilitating the merger and the related state tax / registry / evidentiary arrangements. In other words, the core scope — facilitating the Advance Bank–St George banking merger and resolving Victorian legal/tax/title consequences — is unchanged."},"complexity_factors":["Short statute: 10 substantive sections (ss 1–10) with limited subclauses","Approximately 10 defined terms in the interpretation section (s 3) including compound definitions (e.g. \"asset\" spans tangible/intangible, choses in action and tax-specific meaning)","Cross-references to multiple external instruments and laws (Bank Mergers (Advance Bank) Regulation 1998 (NSW); Transfer of Land Act 1958 (Vic); Business Names Registration Act 2011 (Cth); Bank of South Australia and Advance Bank Act 1996; Income Tax Assessment Act 1936 definition cross-reference) increasing interpretive links","Administrative discretion in key provision: Treasurer's opinion determines the in-lieu amount (s 6(1)), creating conditionality","Conclusive-evidence certificate with limited reverse (s 7(2)) — lowers factual disputes but raises evidential finality issues","Exceptions and carve-outs: s 6(4) excludes certain regulator/registry payments from the in-lieu mechanism; s 10(2) limits the Act’s effect on breaches and sureties","Temporal and transitional elements (temporary permission to use certain business names until 30 Nov 1998 in s 5(2)), which are historical but still present in text"],"plain_english_summary":"**What this law does, in simple terms**\n\n- **Purpose:** The Act makes specific legal arrangements to allow Advance Bank Australia Limited to merge its banking business into St. George Bank Limited (\"St George\") and to ensure the practical and legal consequences of that merger operate smoothly in Victoria (s 1).\n\n- **When it applies:** The Act took effect on the day it received Royal Assent (s 2).\n\n- **Key legal effects and who is affected:**\n  - Property, rights and liabilities that become St George's under the related New South Wales regulation (the Bank Mergers (Advance Bank) Regulation 1998) are treated in Victoria as St George's assets and liabilities (defined as \"translated asset\" and \"translated liability\") (s 3).\n  - St George may carry on business in Victoria under specified business names that belonged to Advance Bank (for example, \"Advance Bank Australia\", \"Bank of South Australia\", \"BankSA\"). There is a temporary provision allowing use of certain detailed names until 30 November 1998; the Act also recognises Commonwealth business-names registration rules (s 5).\n  - St George must pay the Victorian Treasurer a single amount instead of paying the various state taxes, duties or charges that would otherwise arise from the transfer/vesting of the translated assets or liabilities. The Treasurer, using their judgment, decides an amount equal to what those taxes and charges would have been (s 6). Once that amount is paid and the Treasurer issues a certificate, St George is not liable for those state taxes or required stamp-lodgements in relation to the vesting/transfer (s 6(1)–(3)). The Act excludes certain fees (for example, amounts payable to the corporate regulator or to land title offices) from that ‘‘taxes, duties, charges or other imposts’’ concept (s 6(4)).\n  - The chief executive officer of St George may sign certificates stating specified matters about the operation of this Act or the New South Wales regulation (for example, that a particular asset or liability of Advance Bank has become a translated asset or translated liability). Those certificates are conclusive evidence unless the contrary is proved (s 7).\n  - For land titles, where Advance Bank was registered as proprietor and the New South Wales regulation vests that land in St George, St George is to be treated as the registered proprietor under Victoria's Transfer of Land Act and registries are to make the necessary entries on request (s 8).\n  - Legal proceedings that were on foot in which Advance Bank was a party are continued with St George substituted for Advance Bank; evidence that would have been admissible for or against Advance Bank remains admissible for or against St George (s 9).\n  - The Act is intended to operate despite anything in contracts or other laws that would otherwise block these changes. At the same time, the Act specifically provides that nothing done under it is to be treated as putting parties in breach of contract or releasing sureties, and it deems necessary consents or advice to have been given where that would otherwise be necessary to give effect to the Act (s 10).\n\n**Why this matters practically (mechanics, who pays, who decides)**\n\n- Who pays: St George pays the lump-sum amount to the Victorian Treasurer in lieu of the state taxes, duties and charges that would otherwise be payable in connection with the asset and liability transfers (s 6(1)).\n\n- Who decides amounts and effect: The Treasurer decides (in their opinion) what amount equals those taxes and duties and issues a certificate when satisfied payment has been made; the chief executive officer of St George can certify matters about the operation of the Act (s 6(1)–(3), s 7).\n\n- Behavioural and administrative effects:\n  - The payment-for-imposts mechanism centralises the tax consequence into one payment and removes the need for multiple stamp returns and assessments that would otherwise be required; it shifts compliance and payment responsibility to St George (s 6(1)–(2)).\n  - The certificate power and its conclusive-evidence effect reduce the scope for disputes in Victorian courts and registries about whether particular assets or liabilities have transferred to St George (s 7(2)).\n  - Registries are required to record changes to land ownership on request and on production of documents and payment of standard fees, which removes operational barriers to placing title records into St George's name (s 8).\n  - Substitution of parties in ongoing legal proceedings keeps disputes moving without restarting processes or re-litigating admissibility of existing evidence (s 9).\n\n**Implementation trade-offs, incentives and costs (mechanical, not political)**\n\n- Concentrated benefits: St George (the merged entity) gets legal certainty about ownership, proceedings and ability to use established business names; Victoria receives a single payment to replace multiple potential imposts (s 5, s 6).\n\n- Diffuse costs and who bears them: The merged bank (St George) bears the immediate cash cost of the payment to the Treasurer and the administrative compliance to secure the certificate (s 6). Customers or shareholders may indirectly bear those costs through firm pricing or returns, but the Act does not prescribe how such internal allocations are made.\n\n- Administrative discretion and implementation risk: The Treasurer’s determination of the in-lieu amount is by opinion (s 6(1)), which gives administrative discretion and may create negotiation or uncertainty over the correct sum prior to certification (s 6(3)).\n\n- Contract and third-party effects: The Act overrides contractual restrictions that might have prevented assignment or transfer, while expressly saying it does not make parties guilty of breach or release sureties (s 10(1)–(2)). This creates a legal mechanism to change title and parties without triggering automatic contractual termination rights, but it may leave open claims for compensation where parties are disadvantaged — the Act does not create automatic compensation rules.\n\n- Evidence and dispute-resolution efficiency: Conclusive certificates and substitution in proceedings reduce transaction costs and legal uncertainty for third parties, title registries and courts (s 7, s 9).\n\n**Headnote — how to read this Act in practice**\n\n- Treat the Act as a narrowly focused statutory vehicle that: (a) gives St George the legal attributes of ownership and liabilities coming from the NSW merger regulation; (b) centralises state tax consequences into one payable sum determined by the Treasurer; (c) compels registries and courts to recognise those changes and eases evidentiary and party-substitution issues (see ss 3, 6–9). The Act updates how St George may use Advance Bank-related business names and aligns state practice with Commonwealth business-names registration rules (s 5)."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: facilitating the 1998 merger between St George Bank and Advance Bank Australia. The only amendment (2011) was technical—updating references to the Commonwealth Business Names Registration Act to reflect federal legislative changes. The scope has not expanded beyond the original merger facilitation intent."},"complexity_factors":["Short statute with only 10 operative sections","Minimal cross-referencing—primarily refers to one external document (the New South Wales regulation)","Standard definitions section with 11 defined terms, mostly straightforward corporate and property concepts","Simple conditional logic (e.g., 'if St George pays... then...') without nested exceptions","Single amendment in 2011 updating business name registration references—minimal legislative drift","No subordinate legislation or regulations attached","Purpose-built for a specific one-time corporate transaction rather than ongoing regulatory scheme"],"plain_english_summary":"**What this law does:**\n\nThis is a short, technical law passed by the Victorian Parliament to help two banks—St George Bank and Advance Bank Australia—merge their businesses smoothly. It clears away legal roadblocks that would normally slow down or complicate a big corporate merger.\n\n**Who it affects:**\n\n- **St George Bank** and **Advance Bank Australia** (the two banks merging)\n- **Victorian government agencies** (like the Registrar of Titles, who handles land records)\n- **Customers and creditors** of both banks (though mostly indirectly)\n\n**Key things the law does:**\n\n- **Lets St George use old bank names**: St George can continue operating under the names \"Advance Bank Australia,\" \"Bank of South Australia,\" or \"BankSA\" so customers don't get confused when their bank suddenly changes names.\n\n- **Fixes land ownership records**: When Advance Bank owned property in Victoria, this law automatically transfers those land titles to St George in the government's records—without needing every single document to be re-signed and re-stamped.\n\n- **Handles court cases**: If Advance Bank was involved in any lawsuits in Victoria when the merger happened, St George automatically steps into Advance Bank's shoes as the party to the case.\n\n- **Sorts out taxes**: Instead of paying multiple separate state taxes on every asset transferred during the merger, St George pays one lump sum to the Victorian Treasurer. This avoids a massive paperwork burden.\n\n- **Protects the merger from legal challenges**: The law says that contracts can't be used to block the merger, and doing things under this law doesn't count as breaking a contract or confidence.\n\n**Why it matters:**\n\nWithout this law, merging two large banks would require thousands of individual transfers, re-registrations, and tax payments across Victoria. This legislation acts like a \"bulk transfer\" button, saving time and money while making sure property records and legal responsibilities stay accurate."}},"importantCases":[],"_links":{"self":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998","history":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998/history","analysis":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998/analysis","conflicts":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998/conflicts","importantCases":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998/important-cases","documents":"/api/acts/st-george-bank-and-advance-bank-australia-act-1998/documents"}}