{"id":"qld:act-1996-029","name":"State Financial Institutions and Metway Merger Act 1996","slug":"state-financial-institutions-and-metway-merger-act-1996","collection":"act","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"29 of 1996","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":104699,"registerId":"qld-act-1996-029-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis Act may be cited as the State Financial Institutions and Metway Merger Act 1996 .\ns 1 amd 2013 No. 39 s 30","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":null,"content":"### Section sec.2\n\ns 2 om 2013 No. 39 s 31","sortOrder":2},{"sectionNumber":"sec.3","sectionType":"section","heading":"Definitions and dictionary","content":"### sec.3 Definitions and dictionary\n\nThe dictionary in schedule 3 defines particular words used in this Act.","sortOrder":3},{"sectionNumber":"pt.2","sectionType":"part","heading":"Object and basic concepts","content":"# Object and basic concepts","sortOrder":4},{"sectionNumber":"pt.2-div.1","sectionType":"division","heading":"Object","content":"## Object","sortOrder":5},{"sectionNumber":"sec.4","sectionType":"section","heading":"Objects of this Act","content":"### sec.4 Objects of this Act\n\nThe objects of this Act are—\nto provide for particular requirements about the merger of the State financial institutions mentioned in section 5 and Metway; and\nto provide for particular requirements in relation to Suncorp’s constitution and general obligations of Suncorp.\ns 4 amd 2013 No. 39 s 32\nsub 2024 No. 36 s 4\n- (a) to provide for particular requirements about the merger of the State financial institutions mentioned in section 5 and Metway; and\n- (b) to provide for particular requirements in relation to Suncorp’s constitution and general obligations of Suncorp.","sortOrder":6},{"sectionNumber":"pt.2-div.2","sectionType":"division","heading":"Basic concepts","content":"## Basic concepts","sortOrder":7},{"sectionNumber":"sec.5","sectionType":"section","heading":"What is a State financial institution","content":"### sec.5 What is a State financial institution\n\nFor this Act each of the following is a State financial institution ( SFI )—\nQIDC as a company registered under the Corporations Law, part 2.2 , division 3 ;\nCorporations Law, part 2.2 (Registration of companies), division 3 (Registering non-companies as companies) (rep 1998 sch 1 item 1 (Cwlth) effective 1 July 1998)\nSIF as a company registered under the Corporations Law, part 2.2 , division 3 ;\nSuncorp Finance Limited (A.C.N. 009 705 417);\nSBS;\na wholly-owned subsidiary of an entity mentioned in paragraph (a) , (b) , (c) or (d) ;\na company formed for holding some or all of the issued share capital, assets or liabilities of 1 or more of the entities mentioned in paragraphs (a) to (e) .\n- (a) QIDC as a company registered under the Corporations Law, part 2.2 , division 3 ; Editor’s note— Corporations Law, part 2.2 (Registration of companies), division 3 (Registering non-companies as companies) (rep 1998 sch 1 item 1 (Cwlth) effective 1 July 1998)\n- (b) SIF as a company registered under the Corporations Law, part 2.2 , division 3 ;\n- (c) Suncorp Finance Limited (A.C.N. 009 705 417);\n- (d) SBS;\n- (e) a wholly-owned subsidiary of an entity mentioned in paragraph (a) , (b) , (c) or (d) ;\n- (f) a company formed for holding some or all of the issued share capital, assets or liabilities of 1 or more of the entities mentioned in paragraphs (a) to (e) .","sortOrder":8},{"sectionNumber":"sec.6","sectionType":"section","heading":"What is the Metway scheme of arrangement","content":"### sec.6 What is the Metway scheme of arrangement\n\nThe Metway scheme of arrangement is the scheme or schemes of arrangement under the Corporations Law, part 5.1 —\nbetween 1 or more SFIs and their members; and\nif a regulation declares another entity (a scheme entity ) to be an entity for the Metway scheme of arrangement—between the scheme entity and its members;\nunder which 1 or both of the following happen—\nall, or substantially all, of the assets and liabilities of 1 or more SFIs, and the scheme entity (if any), are transferred to Metway;\n1 or more SFIs, and the scheme entity (if any), become wholly-owned subsidiaries of Metway.\nSubsection (1) does not, by implication, limit the matters that may be included in the Metway scheme of arrangement.\n(sec.6-ssec.1) The Metway scheme of arrangement is the scheme or schemes of arrangement under the Corporations Law, part 5.1 — between 1 or more SFIs and their members; and if a regulation declares another entity (a scheme entity ) to be an entity for the Metway scheme of arrangement—between the scheme entity and its members; under which 1 or both of the following happen— all, or substantially all, of the assets and liabilities of 1 or more SFIs, and the scheme entity (if any), are transferred to Metway; 1 or more SFIs, and the scheme entity (if any), become wholly-owned subsidiaries of Metway.\n(sec.6-ssec.2) Subsection (1) does not, by implication, limit the matters that may be included in the Metway scheme of arrangement.\n- (a) between 1 or more SFIs and their members; and\n- (b) if a regulation declares another entity (a scheme entity ) to be an entity for the Metway scheme of arrangement—between the scheme entity and its members;\n- (c) all, or substantially all, of the assets and liabilities of 1 or more SFIs, and the scheme entity (if any), are transferred to Metway;\n- (d) 1 or more SFIs, and the scheme entity (if any), become wholly-owned subsidiaries of Metway.","sortOrder":9},{"sectionNumber":"pt.3","sectionType":"part","heading":null,"content":"","sortOrder":10},{"sectionNumber":"pt.3-div.1","sectionType":"division","heading":null,"content":"","sortOrder":11},{"sectionNumber":"sec.7","sectionType":"section","heading":null,"content":"### Section sec.7\n\ns 7 om 2013 No. 39 s 33","sortOrder":12},{"sectionNumber":"pt.3-div.2","sectionType":"division","heading":null,"content":"","sortOrder":13},{"sectionNumber":"sec.8","sectionType":"section","heading":null,"content":"### Section sec.8\n\ns 8 om 2013 No. 39 s 33","sortOrder":14},{"sectionNumber":"sec.9","sectionType":"section","heading":null,"content":"### Section sec.9\n\ns 9 om 2013 No. 39 s 33","sortOrder":15},{"sectionNumber":"sec.10","sectionType":"section","heading":null,"content":"### Section sec.10\n\ns 10 om 2013 No. 39 s 33","sortOrder":16},{"sectionNumber":"sec.11","sectionType":"section","heading":null,"content":"### Section sec.11\n\ns 11 om 2013 No. 39 s 33","sortOrder":17},{"sectionNumber":"pt.3-div.3","sectionType":"division","heading":null,"content":"","sortOrder":18},{"sectionNumber":"sec.12","sectionType":"section","heading":null,"content":"### Section sec.12\n\ns 12 om 2013 No. 39 s 33","sortOrder":19},{"sectionNumber":"sec.13","sectionType":"section","heading":null,"content":"### Section sec.13\n\ns 13 om 2013 No. 39 s 33","sortOrder":20},{"sectionNumber":"sec.14","sectionType":"section","heading":null,"content":"### Section sec.14\n\ns 14 om 2013 No. 39 s 33","sortOrder":21},{"sectionNumber":"sec.15","sectionType":"section","heading":null,"content":"### Section sec.15\n\ns 15 om 2013 No. 39 s 33","sortOrder":22},{"sectionNumber":"sec.16","sectionType":"section","heading":null,"content":"### Section sec.16\n\ns 16 om 2013 No. 39 s 33","sortOrder":23},{"sectionNumber":"sec.17","sectionType":"section","heading":null,"content":"### Section sec.17\n\ns 17 om 2013 No. 39 s 33","sortOrder":24},{"sectionNumber":"pt.3-div.4","sectionType":"division","heading":"Miscellaneous","content":"## Miscellaneous","sortOrder":25},{"sectionNumber":"sec.18","sectionType":"section","heading":null,"content":"### Section sec.18\n\ns 18 om 2013 No. 39 s 33","sortOrder":26},{"sectionNumber":"sec.19","sectionType":"section","heading":null,"content":"### Section sec.19\n\ns 19 om 2013 No. 39 s 33","sortOrder":27},{"sectionNumber":"sec.20","sectionType":"section","heading":null,"content":"### Section sec.20\n\ns 20 om 2013 No. 39 s 33","sortOrder":28},{"sectionNumber":"pt.4","sectionType":"part","heading":null,"content":"","sortOrder":29},{"sectionNumber":"pt.4-div.1","sectionType":"division","heading":null,"content":"","sortOrder":30},{"sectionNumber":"sec.21","sectionType":"section","heading":null,"content":"### Section sec.21\n\ns 21 om 2013 No. 39 s 33","sortOrder":31},{"sectionNumber":"sec.22","sectionType":"section","heading":null,"content":"### Section sec.22\n\ns 22 om 2013 No. 39 s 33","sortOrder":32},{"sectionNumber":"sec.23","sectionType":"section","heading":null,"content":"### Section sec.23\n\ns 23 om 2013 No. 39 s 33","sortOrder":33},{"sectionNumber":"sec.24","sectionType":"section","heading":null,"content":"### Section sec.24\n\ns 24 om 2013 No. 39 s 33","sortOrder":34},{"sectionNumber":"sec.25","sectionType":"section","heading":null,"content":"### Section sec.25\n\ns 25 om 2013 No. 39 s 33","sortOrder":35},{"sectionNumber":"sec.26","sectionType":"section","heading":null,"content":"### Section sec.26\n\ns 26 om 2013 No. 39 s 33","sortOrder":36},{"sectionNumber":"sec.27","sectionType":"section","heading":null,"content":"### Section sec.27\n\ns 27 om 2013 No. 39 s 33","sortOrder":37},{"sectionNumber":"sec.28","sectionType":"section","heading":null,"content":"### Section sec.28\n\ns 28 om 2013 No. 39 s 33","sortOrder":38},{"sectionNumber":"sec.29","sectionType":"section","heading":null,"content":"### Section sec.29\n\ns 29 om 2013 No. 39 s 33","sortOrder":39},{"sectionNumber":"sec.30","sectionType":"section","heading":null,"content":"### Section sec.30\n\ns 30 om 2013 No. 39 s 33","sortOrder":40},{"sectionNumber":"sec.31","sectionType":"section","heading":null,"content":"### Section sec.31\n\ns 31 om 2013 No. 39 s 33","sortOrder":41},{"sectionNumber":"sec.32","sectionType":"section","heading":null,"content":"### Section sec.32\n\ns 32 om 2013 No. 39 s 33","sortOrder":42},{"sectionNumber":"sec.33","sectionType":"section","heading":null,"content":"### Section sec.33\n\ns 33 om 2013 No. 39 s 33","sortOrder":43},{"sectionNumber":"sec.34","sectionType":"section","heading":null,"content":"### Section sec.34\n\ns 34 om 2013 No. 39 s 33","sortOrder":44},{"sectionNumber":"pt.4-div.2","sectionType":"division","heading":null,"content":"","sortOrder":45},{"sectionNumber":"sec.35","sectionType":"section","heading":null,"content":"### Section sec.35\n\ns 35 om 2013 No. 39 s 33","sortOrder":46},{"sectionNumber":"sec.36","sectionType":"section","heading":null,"content":"### Section sec.36\n\ns 36 om 2013 No. 39 s 33","sortOrder":47},{"sectionNumber":"sec.37","sectionType":"section","heading":null,"content":"### Section sec.37\n\ns 37 om 2013 No. 39 s 33","sortOrder":48},{"sectionNumber":"pt.4-div.3","sectionType":"division","heading":null,"content":"","sortOrder":49},{"sectionNumber":"sec.38","sectionType":"section","heading":null,"content":"### Section sec.38\n\ns 38 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":50},{"sectionNumber":"sec.39","sectionType":"section","heading":null,"content":"### Section sec.39\n\ns 39 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":51},{"sectionNumber":"sec.40","sectionType":"section","heading":null,"content":"### Section sec.40\n\ns 40 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":52},{"sectionNumber":"sec.41","sectionType":"section","heading":null,"content":"### Section sec.41\n\ns 41 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":53},{"sectionNumber":"sec.42","sectionType":"section","heading":null,"content":"### Section sec.42\n\ns 42 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":54},{"sectionNumber":"sec.43","sectionType":"section","heading":null,"content":"### Section sec.43\n\ns 43 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":55},{"sectionNumber":"sec.44","sectionType":"section","heading":null,"content":"### Section sec.44\n\ns 44 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":56},{"sectionNumber":"sec.45","sectionType":"section","heading":null,"content":"### Section sec.45\n\ns 45 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":57},{"sectionNumber":"sec.46","sectionType":"section","heading":null,"content":"### Section sec.46\n\ns 46 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":58},{"sectionNumber":"sec.47","sectionType":"section","heading":null,"content":"### Section sec.47\n\ns 47 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":59},{"sectionNumber":"sec.48","sectionType":"section","heading":null,"content":"### Section sec.48\n\ns 48 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":60},{"sectionNumber":"sec.49","sectionType":"section","heading":null,"content":"### Section sec.49\n\ns 49 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":61},{"sectionNumber":"sec.50","sectionType":"section","heading":null,"content":"### Section sec.50\n\ns 50 exp 1 December 1998 (see s 39, s 3 sch 3 and notice pubd gaz 29 November 1996 p 1257)","sortOrder":62},{"sectionNumber":"pt.4-div.4","sectionType":"division","heading":null,"content":"","sortOrder":63},{"sectionNumber":"sec.51","sectionType":"section","heading":null,"content":"### Section sec.51\n\ns 51 om 2013 No. 39 s 33","sortOrder":64},{"sectionNumber":"pt.5","sectionType":"part","heading":null,"content":"","sortOrder":65},{"sectionNumber":"sec.52","sectionType":"section","heading":null,"content":"### Section sec.52\n\ns 52 om 2013 No. 39 s 33","sortOrder":66},{"sectionNumber":"sec.53","sectionType":"section","heading":null,"content":"### Section sec.53\n\ns 53 om 2013 No. 39 s 33","sortOrder":67},{"sectionNumber":"sec.54","sectionType":"section","heading":null,"content":"### Section sec.54\n\ns 54 om 2013 No. 39 s 33","sortOrder":68},{"sectionNumber":"sec.55","sectionType":"section","heading":null,"content":"### Section sec.55\n\ns 55 om 2013 No. 39 s 33","sortOrder":69},{"sectionNumber":"sec.56","sectionType":"section","heading":null,"content":"### Section sec.56\n\ns 56 om 2013 No. 39 s 33","sortOrder":70},{"sectionNumber":"sec.57","sectionType":"section","heading":null,"content":"### Section sec.57\n\ns 57 om 2013 No. 39 s 33","sortOrder":71},{"sectionNumber":"sec.58","sectionType":"section","heading":null,"content":"### Section sec.58\n\ns 58 om 2013 No. 39 s 33","sortOrder":72},{"sectionNumber":"sec.59","sectionType":"section","heading":null,"content":"### Section sec.59\n\ns 59 om 2013 No. 39 s 33","sortOrder":73},{"sectionNumber":"sec.60","sectionType":"section","heading":null,"content":"### Section sec.60\n\ns 60 om 2013 No. 39 s 33","sortOrder":74},{"sectionNumber":"sec.61","sectionType":"section","heading":null,"content":"### Section sec.61\n\ns 61 om 2013 No. 39 s 33","sortOrder":75},{"sectionNumber":"sec.62","sectionType":"section","heading":null,"content":"### Section sec.62\n\ns 62 om 2013 No. 39 s 33","sortOrder":76},{"sectionNumber":"pt.6","sectionType":"part","heading":"Mandatory requirements regarding Suncorp’s constitution","content":"# Mandatory requirements regarding Suncorp’s constitution","sortOrder":77},{"sectionNumber":"sec.63","sectionType":"section","heading":null,"content":"### Section sec.63\n\ns 63 om 2024 No. 36 s 6","sortOrder":78},{"sectionNumber":"sec.64","sectionType":"section","heading":"Suncorp’s constitution to include particular provisions","content":"### sec.64 Suncorp’s constitution to include particular provisions\n\nThe constitution of Suncorp must at all times require—\nthe registered office of Suncorp to be located in Queensland; and\nat least 1 member of the board of directors to be ordinarily resident in Queensland; and\nthe head office of Suncorp to be located in Queensland.\nFor subsection (1) (c) and the constitution, the head office of Suncorp is located in Queensland only if—\nthe principal operational office of the chief executive officer is located in Queensland and the chief executive officer performs their role primarily in Queensland; and\nthe chairperson has an office in Queensland; and\neach group corporate services activity is wholly or partly performed in Queensland; and\nthe usual location for the holding of Suncorp board meetings is in Queensland.\nIn this section—\ngroup corporate services activity means each of the following activities, however described, carried out in relation to Suncorp’s Australian business—\nactivities of the chief executive’s office;\nfinancial reporting, business development (including in relation to supporting mergers and acquisitions) and management of capital, investments and financial performance;\nrisk management and compliance;\nlegal and company secretariat;\ninternal audit;\ntechnology and transformation strategy and management, including data analytics, digital enablement, cloud services, and information technology infrastructure and security;\nhuman resources;\ncorporate affairs and government relations.\ns 64 amd 2007 No. 17 s 57 ; 2010 No. 11 s 104\nsub 2024 No. 36 s 7\n(sec.64-ssec.1) The constitution of Suncorp must at all times require— the registered office of Suncorp to be located in Queensland; and at least 1 member of the board of directors to be ordinarily resident in Queensland; and the head office of Suncorp to be located in Queensland.\n(sec.64-ssec.2) For subsection (1) (c) and the constitution, the head office of Suncorp is located in Queensland only if— the principal operational office of the chief executive officer is located in Queensland and the chief executive officer performs their role primarily in Queensland; and the chairperson has an office in Queensland; and each group corporate services activity is wholly or partly performed in Queensland; and the usual location for the holding of Suncorp board meetings is in Queensland.\n(sec.64-ssec.3) In this section— group corporate services activity means each of the following activities, however described, carried out in relation to Suncorp’s Australian business— activities of the chief executive’s office; financial reporting, business development (including in relation to supporting mergers and acquisitions) and management of capital, investments and financial performance; risk management and compliance; legal and company secretariat; internal audit; technology and transformation strategy and management, including data analytics, digital enablement, cloud services, and information technology infrastructure and security; human resources; corporate affairs and government relations.\n- (a) the registered office of Suncorp to be located in Queensland; and\n- (b) at least 1 member of the board of directors to be ordinarily resident in Queensland; and\n- (c) the head office of Suncorp to be located in Queensland.\n- (a) the principal operational office of the chief executive officer is located in Queensland and the chief executive officer performs their role primarily in Queensland; and\n- (b) the chairperson has an office in Queensland; and\n- (c) each group corporate services activity is wholly or partly performed in Queensland; and\n- (d) the usual location for the holding of Suncorp board meetings is in Queensland.\n- (a) activities of the chief executive’s office;\n- (b) financial reporting, business development (including in relation to supporting mergers and acquisitions) and management of capital, investments and financial performance;\n- (c) risk management and compliance;\n- (d) legal and company secretariat;\n- (e) internal audit;\n- (f) technology and transformation strategy and management, including data analytics, digital enablement, cloud services, and information technology infrastructure and security;\n- (g) human resources;\n- (h) corporate affairs and government relations.","sortOrder":79},{"sectionNumber":"sec.65","sectionType":"section","heading":"Inconsistent alterations to Suncorp’s constitution have no effect   ","content":"### sec.65 Inconsistent alterations to Suncorp’s constitution have no effect   \n\nA special resolution of Suncorp that would, apart from this subsection, have the effect of altering Suncorp’s constitution so that the constitution would not comply with section 64 has no effect.\nA special resolution or resolution of Suncorp has no effect if the resolution would—\nif acted on and apart from this subsection—result in a contravention of the mandatory constitution provisions; or\napart from this subsection—ratify an act or omission contravening the mandatory constitution provisions.\ns 65 amd 2024 No. 36 s 8\n(sec.65-ssec.1) A special resolution of Suncorp that would, apart from this subsection, have the effect of altering Suncorp’s constitution so that the constitution would not comply with section 64 has no effect.\n(sec.65-ssec.2) A special resolution or resolution of Suncorp has no effect if the resolution would— if acted on and apart from this subsection—result in a contravention of the mandatory constitution provisions; or apart from this subsection—ratify an act or omission contravening the mandatory constitution provisions.\n- (a) if acted on and apart from this subsection—result in a contravention of the mandatory constitution provisions; or\n- (b) apart from this subsection—ratify an act or omission contravening the mandatory constitution provisions.","sortOrder":80},{"sectionNumber":"sec.66","sectionType":"section","heading":"Injunctions","content":"### sec.66 Injunctions\n\nSubsection (2) applies if Suncorp or another person has engaged, is engaging or is proposing to engage in conduct constituting—\na contravention of the mandatory constitution provisions; or\nattempting to contravene the mandatory constitution provisions; or\naiding, abetting, counselling or procuring a person to contravene the mandatory constitution provisions; or\ninducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene the mandatory constitution provisions; or\nbeing in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of the mandatory constitution provisions; or\nconspiring with others to contravene the mandatory constitution provisions.\nThe Supreme Court may, on the application of the Treasurer, grant an injunction, on the terms the court considers appropriate, restraining Suncorp or the other person from engaging in the conduct and, if the court considers it appropriate, requiring Suncorp or the other person to do something.\nIf Suncorp or another person has failed, is failing or is proposing to fail to do something that Suncorp or the other person is required by the mandatory constitution provisions to do, the Supreme Court may, on the application of the Treasurer, grant an injunction, on the terms the court considers appropriate, requiring Suncorp or the other person to do the thing.\nOn an application for an injunction under subsection (2) or (3) , the Supreme Court may, if the court considers it appropriate, grant an injunction by consent of all the parties to the proceeding, whether or not the court is satisfied subsection (2) or (3) applies.\nIf the Supreme Court considers it appropriate, the court may grant an interim injunction pending a decision on an application under subsection (2) or (3) .\nThe Supreme Court may discharge or vary an injunction granted under this section.\nThe power of the Supreme Court to grant an injunction restraining Suncorp or another person from engaging in conduct may be exercised—\nwhether or not it appears to the court that Suncorp or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\nwhether or not Suncorp or the other person has previously engaged in conduct of that kind; and\nwhether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person engages in conduct of that kind.\nThe power of the Supreme Court to grant an injunction requiring Suncorp or another person to do something may be exercised—\nwhether or not it appears to the court that Suncorp or the other person intends to fail again, or to continue to fail, to do the thing; and\nwhether or not Suncorp or the other person has previously failed to do the thing; and\nwhether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person fails to do the thing.\nIf the Treasurer applies to the Supreme Court for the grant of an injunction under this section, the court must not require the Treasurer, as a condition of granting an interim injunction, to give an undertaking as to damages.\nIf the Supreme Court has power under this section to grant an injunction restraining Suncorp or another person from engaging in particular conduct, or requiring Suncorp or another person to do a particular thing, the court may, either in addition to, or in substitution for, the grant of the injunction, make any other order it considers appropriate against Suncorp or the other person who engaged in the conduct or a person who was involved in the contravention.\ns 66 amd 2024 No. 36 s 3 sch 1\n(sec.66-ssec.1) Subsection (2) applies if Suncorp or another person has engaged, is engaging or is proposing to engage in conduct constituting— a contravention of the mandatory constitution provisions; or attempting to contravene the mandatory constitution provisions; or aiding, abetting, counselling or procuring a person to contravene the mandatory constitution provisions; or inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene the mandatory constitution provisions; or being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of the mandatory constitution provisions; or conspiring with others to contravene the mandatory constitution provisions.\n(sec.66-ssec.2) The Supreme Court may, on the application of the Treasurer, grant an injunction, on the terms the court considers appropriate, restraining Suncorp or the other person from engaging in the conduct and, if the court considers it appropriate, requiring Suncorp or the other person to do something.\n(sec.66-ssec.3) If Suncorp or another person has failed, is failing or is proposing to fail to do something that Suncorp or the other person is required by the mandatory constitution provisions to do, the Supreme Court may, on the application of the Treasurer, grant an injunction, on the terms the court considers appropriate, requiring Suncorp or the other person to do the thing.\n(sec.66-ssec.4) On an application for an injunction under subsection (2) or (3) , the Supreme Court may, if the court considers it appropriate, grant an injunction by consent of all the parties to the proceeding, whether or not the court is satisfied subsection (2) or (3) applies.\n(sec.66-ssec.5) If the Supreme Court considers it appropriate, the court may grant an interim injunction pending a decision on an application under subsection (2) or (3) .\n(sec.66-ssec.6) The Supreme Court may discharge or vary an injunction granted under this section.\n(sec.66-ssec.7) The power of the Supreme Court to grant an injunction restraining Suncorp or another person from engaging in conduct may be exercised— whether or not it appears to the court that Suncorp or the other person intends to engage again, or to continue to engage, in conduct of that kind; and whether or not Suncorp or the other person has previously engaged in conduct of that kind; and whether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person engages in conduct of that kind.\n(sec.66-ssec.8) The power of the Supreme Court to grant an injunction requiring Suncorp or another person to do something may be exercised— whether or not it appears to the court that Suncorp or the other person intends to fail again, or to continue to fail, to do the thing; and whether or not Suncorp or the other person has previously failed to do the thing; and whether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person fails to do the thing.\n(sec.66-ssec.9) If the Treasurer applies to the Supreme Court for the grant of an injunction under this section, the court must not require the Treasurer, as a condition of granting an interim injunction, to give an undertaking as to damages.\n(sec.66-ssec.10) If the Supreme Court has power under this section to grant an injunction restraining Suncorp or another person from engaging in particular conduct, or requiring Suncorp or another person to do a particular thing, the court may, either in addition to, or in substitution for, the grant of the injunction, make any other order it considers appropriate against Suncorp or the other person who engaged in the conduct or a person who was involved in the contravention.\n- (a) a contravention of the mandatory constitution provisions; or\n- (b) attempting to contravene the mandatory constitution provisions; or\n- (c) aiding, abetting, counselling or procuring a person to contravene the mandatory constitution provisions; or\n- (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene the mandatory constitution provisions; or\n- (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of the mandatory constitution provisions; or\n- (f) conspiring with others to contravene the mandatory constitution provisions.\n- (a) whether or not it appears to the court that Suncorp or the other person intends to engage again, or to continue to engage, in conduct of that kind; and\n- (b) whether or not Suncorp or the other person has previously engaged in conduct of that kind; and\n- (c) whether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person engages in conduct of that kind.\n- (a) whether or not it appears to the court that Suncorp or the other person intends to fail again, or to continue to fail, to do the thing; and\n- (b) whether or not Suncorp or the other person has previously failed to do the thing; and\n- (c) whether or not there is an imminent danger of substantial damage to a person if Suncorp or the other person fails to do the thing.","sortOrder":81},{"sectionNumber":"sec.66A","sectionType":"section","heading":"Suncorp chief executive officer to certify compliance","content":"### sec.66A Suncorp chief executive officer to certify compliance\n\nThe chief executive officer of Suncorp must, no later than 31 July each year, give the Treasurer a certificate stating that—\nthroughout the 12-month period ending on the previous 30 June, Suncorp complied with section 64 and part 6A ; and\nthroughout the 12-month period ending on the next 30 June, Suncorp does not propose to act in a way that would contravene section 64 or part 6A .\ns 66A ins 2024 No. 36 s 9\n- (a) throughout the 12-month period ending on the previous 30 June, Suncorp complied with section 64 and part 6A ; and\n- (b) throughout the 12-month period ending on the next 30 June, Suncorp does not propose to act in a way that would contravene section 64 or part 6A .","sortOrder":82},{"sectionNumber":"sec.67","sectionType":"section","heading":"Delegation by Treasurer","content":"### sec.67 Delegation by Treasurer\n\nThe Treasurer may delegate the Treasurer’s powers under this part to the chief executive of the department.","sortOrder":83},{"sectionNumber":"sec.68","sectionType":"section","heading":"Jurisdiction of Supreme Court","content":"### sec.68 Jurisdiction of Supreme Court\n\nThe Supreme Court of Queensland has jurisdiction for matters arising under this part and that jurisdiction is exclusive of the jurisdiction of all other courts, other than the jurisdiction of the High Court under the Commonwealth Constitution, section 75 .","sortOrder":84},{"sectionNumber":"sec.69","sectionType":"section","heading":"Part 6 overrides Corporations Act","content":"### sec.69 Part 6 overrides Corporations Act\n\nThis part has effect despite the Corporations Act .\nWithout limiting subsection (1) , if there is any conflict or inconsistency between this part and Suncorp’s constitution, this part prevails.\ns 69 amd 2001 No. 45 s 29 sch 3 ; 2024 No. 36 s 3 sch 1\n(sec.69-ssec.1) This part has effect despite the Corporations Act .\n(sec.69-ssec.2) Without limiting subsection (1) , if there is any conflict or inconsistency between this part and Suncorp’s constitution, this part prevails.","sortOrder":85},{"sectionNumber":"pt.6A","sectionType":"part","heading":"General obligations of Suncorp","content":"# General obligations of Suncorp","sortOrder":86},{"sectionNumber":"sec.69A","sectionType":"section","heading":"Obligation to act consistently with mandatory constitution provisions","content":"### sec.69A Obligation to act consistently with mandatory constitution provisions\n\nSuncorp must at all times act in a manner that is consistent with the mandatory constitution provisions, whether or not Suncorp has modified its constitution to include the mandatory constitution provisions.\ns 69A ins 2024 No. 36 s 10","sortOrder":87},{"sectionNumber":"sec.69B","sectionType":"section","heading":"Obligation to maintain registration","content":"### sec.69B Obligation to maintain registration\n\nSuncorp must at all times—\nmaintain its status as a company registered with ASIC; and\nrefrain from doing any act or making any omission that would result in Suncorp ceasing to be registered as a company with ASIC.\ns 69B ins 2024 No. 36 s 10\n- (a) maintain its status as a company registered with ASIC; and\n- (b) refrain from doing any act or making any omission that would result in Suncorp ceasing to be registered as a company with ASIC.","sortOrder":88},{"sectionNumber":"sec.69C","sectionType":"section","heading":"Obligation to notify Treasurer of noncompliance","content":"### sec.69C Obligation to notify Treasurer of noncompliance\n\nThis section applies if Suncorp becomes aware of an act or omission, or of a proposed act or omission, that is or would be inconsistent with an obligation under this part.\nSuncorp must immediately give the Treasurer written notice of the act or omission or of the proposed act or omission.\ns 69C ins 2024 No. 36 s 10\n(sec.69C-ssec.1) This section applies if Suncorp becomes aware of an act or omission, or of a proposed act or omission, that is or would be inconsistent with an obligation under this part.\n(sec.69C-ssec.2) Suncorp must immediately give the Treasurer written notice of the act or omission or of the proposed act or omission.","sortOrder":89},{"sectionNumber":"pt.6B","sectionType":"part","heading":"Application of particular provisions to entity acquiring Suncorp’s Australian business","content":"# Application of particular provisions to entity acquiring Suncorp’s Australian business","sortOrder":90},{"sectionNumber":"sec.69D","sectionType":"section","heading":"Application of pts 6 and 6A","content":"### sec.69D Application of pts 6 and 6A\n\nThis section applies if an entity acquires all, or substantially all, of Suncorp’s Australian business.\nParts 6 and 6A apply in relation to the entity as if a reference to Suncorp were a reference to the entity.\ns 69D ins 2024 No. 36 s 10\n(sec.69D-ssec.1) This section applies if an entity acquires all, or substantially all, of Suncorp’s Australian business.\n(sec.69D-ssec.2) Parts 6 and 6A apply in relation to the entity as if a reference to Suncorp were a reference to the entity.","sortOrder":91},{"sectionNumber":"pt.7","sectionType":"part","heading":"Guarantee of existing obligations","content":"# Guarantee of existing obligations","sortOrder":92},{"sectionNumber":"sec.70","sectionType":"section","heading":"Obligation for existing QIDC liabilities","content":"### sec.70 Obligation for existing QIDC liabilities\n\nThis section applies only to matters done or not done by QIDC under the QIDC Act before the Metway amalgamation day.\nIf QIDC becomes liable to pay an amount because of something done or not done for a matter mentioned in subsection (1) , the State has the same obligation for payment of the amount as it would have had under the QIDC Act if this Act had not been enacted.\nThis section does not apply to a liability of an SFI transferred to QIDC under repealed part 4 or 5 except to the extent QIDC becomes liable to pay an amount because of something done, or not done, by it under the QIDC Act after the transfer but before the Metway amalgamation day.\ns 70 amd 2013 No. 39 s 34\n(sec.70-ssec.1) This section applies only to matters done or not done by QIDC under the QIDC Act before the Metway amalgamation day.\n(sec.70-ssec.2) If QIDC becomes liable to pay an amount because of something done or not done for a matter mentioned in subsection (1) , the State has the same obligation for payment of the amount as it would have had under the QIDC Act if this Act had not been enacted.\n(sec.70-ssec.3) This section does not apply to a liability of an SFI transferred to QIDC under repealed part 4 or 5 except to the extent QIDC becomes liable to pay an amount because of something done, or not done, by it under the QIDC Act after the transfer but before the Metway amalgamation day.","sortOrder":93},{"sectionNumber":"sec.71","sectionType":"section","heading":"Obligation for existing insurance liabilities","content":"### sec.71 Obligation for existing insurance liabilities\n\nThis section applies only to policies or contracts of insurance or indemnity issued or entered into by SIF, or a wholly-owned subsidiary of SIF, under the Suncorp Act before the Metway amalgamation day.\nSubject to subsection (3) , if SIF, or a wholly-owned subsidiary of SIF, becomes liable to pay an amount for a policy or contract of insurance or indemnity mentioned in subsection (1) , the State has the same obligation to pay the amount as it would have had under the Suncorp Act if this Act had not been enacted.\nThe State’s obligation applies only to the amount that was, on the Metway amalgamation day, the maximum actual or contingent liability of SIF, or a wholly-owned subsidiary of SIF, for a policy or contract of insurance or indemnity mentioned in subsection (1) .\ns 71 amd 2010 No. 11 s 105\n(sec.71-ssec.1) This section applies only to policies or contracts of insurance or indemnity issued or entered into by SIF, or a wholly-owned subsidiary of SIF, under the Suncorp Act before the Metway amalgamation day.\n(sec.71-ssec.2) Subject to subsection (3) , if SIF, or a wholly-owned subsidiary of SIF, becomes liable to pay an amount for a policy or contract of insurance or indemnity mentioned in subsection (1) , the State has the same obligation to pay the amount as it would have had under the Suncorp Act if this Act had not been enacted.\n(sec.71-ssec.3) The State’s obligation applies only to the amount that was, on the Metway amalgamation day, the maximum actual or contingent liability of SIF, or a wholly-owned subsidiary of SIF, for a policy or contract of insurance or indemnity mentioned in subsection (1) .","sortOrder":94},{"sectionNumber":"sec.72","sectionType":"section","heading":"Obligation for liabilities transferred from QIDC, SIF or a wholly-owned subsidiary of SIF","content":"### sec.72 Obligation for liabilities transferred from QIDC, SIF or a wholly-owned subsidiary of SIF\n\nThis section applies if the State has an obligation mentioned in section 70 or 71 to pay an amount and the liability in relation to the amount was transferred under repealed part 4 or 5 or the Metway scheme of arrangement from QIDC, SIF, or a wholly-owned subsidiary of SIF to another entity on or before the Metway amalgamation day.\nThe State has the same obligation to pay the amount as it would have had if the amount were payable under—\nsection 70 ; or\nsection 71 .\ns 72 amd 2013 No. 39 s 35\n(sec.72-ssec.1) This section applies if the State has an obligation mentioned in section 70 or 71 to pay an amount and the liability in relation to the amount was transferred under repealed part 4 or 5 or the Metway scheme of arrangement from QIDC, SIF, or a wholly-owned subsidiary of SIF to another entity on or before the Metway amalgamation day.\n(sec.72-ssec.2) The State has the same obligation to pay the amount as it would have had if the amount were payable under— section 70 ; or section 71 .\n- (a) section 70 ; or\n- (b) section 71 .","sortOrder":95},{"sectionNumber":"sec.73","sectionType":"section","heading":"No guarantee for future liabilities","content":"### sec.73 No guarantee for future liabilities\n\nTo remove any doubt, on and from the Metway amalgamation day the State does not guarantee the payment of an amount, in relation to a liability of QIDC, SIF or a wholly-owned subsidiary of SIF, not mentioned in section 70 , 71 or 72 .","sortOrder":96},{"sectionNumber":"sec.74","sectionType":"section","heading":"Appropriation of guaranteed amounts","content":"### sec.74 Appropriation of guaranteed amounts\n\nThis section applies if an amount becomes payable by the State because of section 70 , 71 or 72 .\nThe Treasurer may pay the amount from the consolidated fund without further appropriation.\n(sec.74-ssec.1) This section applies if an amount becomes payable by the State because of section 70 , 71 or 72 .\n(sec.74-ssec.2) The Treasurer may pay the amount from the consolidated fund without further appropriation.","sortOrder":97},{"sectionNumber":"sec.75","sectionType":"section","heading":"Guarantee fee","content":"### sec.75 Guarantee fee\n\nIf the State has an obligation to pay an amount under section 70 or 72 (2) (a) , the Treasurer may require QIDC, or the entity to which the liability in relation to the amount was transferred under repealed part 4 or 5 or the Metway scheme of arrangement, to pay fees to the State in relation to the State’s obligation to pay the amount.\nHowever, subsection (1) does not apply if the entity to which the liability was transferred is Metway or a related body corporate of Metway.\nThe fees mentioned in subsection (1) must be calculated at the rates of—\nfor an amount that becomes due and payable within 1 year of the liability to repay the amount being incurred—0.05% per annum of the amount; and\nfor an amount that becomes due and payable more than 1 year after the liability to repay the amount was incurred—0.20% per annum of the amount.\nHow and when the fees are to be paid is to be decided by the Treasurer.\nA fee required to be paid under this section is a debt due to the State.\ns 75 amd 2013 No. 39 s 36 ; 2024 No. 36 s 11\n(sec.75-ssec.1) If the State has an obligation to pay an amount under section 70 or 72 (2) (a) , the Treasurer may require QIDC, or the entity to which the liability in relation to the amount was transferred under repealed part 4 or 5 or the Metway scheme of arrangement, to pay fees to the State in relation to the State’s obligation to pay the amount.\n(sec.75-ssec.2) However, subsection (1) does not apply if the entity to which the liability was transferred is Metway or a related body corporate of Metway.\n(sec.75-ssec.3) The fees mentioned in subsection (1) must be calculated at the rates of— for an amount that becomes due and payable within 1 year of the liability to repay the amount being incurred—0.05% per annum of the amount; and for an amount that becomes due and payable more than 1 year after the liability to repay the amount was incurred—0.20% per annum of the amount.\n(sec.75-ssec.4) How and when the fees are to be paid is to be decided by the Treasurer.\n(sec.75-ssec.5) A fee required to be paid under this section is a debt due to the State.\n- (a) for an amount that becomes due and payable within 1 year of the liability to repay the amount being incurred—0.05% per annum of the amount; and\n- (b) for an amount that becomes due and payable more than 1 year after the liability to repay the amount was incurred—0.20% per annum of the amount.","sortOrder":98},{"sectionNumber":"pt.8","sectionType":"part","heading":"Transitional provision for State Financial Institutions and Metway Merger Amendment Act 2024","content":"# Transitional provision for State Financial Institutions and Metway Merger Amendment Act 2024","sortOrder":99},{"sectionNumber":"sec.76","sectionType":"section","heading":"Application of s 64","content":"### sec.76 Application of s 64\n\nSuncorp is not required to comply with the obligation under section 64 until the day that is 6 months after the commencement.\nReferences in other provisions to compliance with or contravention of section 64, or to the mandatory constitution provisions, must be read as being subject to subsection (1).\nThis section does not limit section 69A.\ns 76 prev s 76 om 2013 No. 39 s 37\npres s 76 ins 2024 No. 36 s 12\n(sec.76-ssec.1) Suncorp is not required to comply with the obligation under section 64 until the day that is 6 months after the commencement.\n(sec.76-ssec.2) References in other provisions to compliance with or contravention of section 64, or to the mandatory constitution provisions, must be read as being subject to subsection (1).\n(sec.76-ssec.3) This section does not limit section 69A.","sortOrder":100},{"sectionNumber":"sec.77","sectionType":"section","heading":null,"content":"### Section sec.77\n\ns 77 om 2013 No. 39 s 37","sortOrder":101},{"sectionNumber":"sec.78","sectionType":"section","heading":null,"content":"### Section sec.78\n\ns 78 om 2013 No. 39 s 37","sortOrder":102},{"sectionNumber":"sec.79","sectionType":"section","heading":null,"content":"### Section sec.79\n\ns 79 om 2013 No. 39 s 37","sortOrder":103},{"sectionNumber":"sec.80","sectionType":"section","heading":null,"content":"### Section sec.80\n\ns 80 om 2013 No. 39 s 37","sortOrder":104},{"sectionNumber":"sec.81","sectionType":"section","heading":null,"content":"### Section sec.81\n\ns 81 om 2013 No. 39 s 37","sortOrder":105},{"sectionNumber":"sec.82","sectionType":"section","heading":null,"content":"### Section sec.82\n\ns 82 om 2013 No. 39 s 37","sortOrder":106},{"sectionNumber":"sec.83","sectionType":"section","heading":null,"content":"### Section sec.83\n\ns 83 om 2013 No. 39 s 37","sortOrder":107},{"sectionNumber":"sec.84","sectionType":"section","heading":null,"content":"### Section sec.84\n\ns 84 om 2013 No. 39 s 37","sortOrder":108},{"sectionNumber":"sec.85","sectionType":"section","heading":null,"content":"### Section sec.85\n\ns 85 om 2013 No. 39 s 37","sortOrder":109},{"sectionNumber":"sec.86","sectionType":"section","heading":null,"content":"### Section sec.86\n\ns 86 om 2013 No. 39 s 37","sortOrder":110},{"sectionNumber":"sec.87","sectionType":"section","heading":null,"content":"### Section sec.87\n\ns 87 amd 2009 No. 9 s 136 sch 1\nom 2013 No. 39 s 37","sortOrder":111},{"sectionNumber":"sec.88","sectionType":"section","heading":null,"content":"### Section sec.88\n\ns 88 amd 2001 No. 45 s 29 sch 3\nom 2013 No. 39 s 37","sortOrder":112},{"sectionNumber":"sec.89","sectionType":"section","heading":null,"content":"### Section sec.89\n\ns 89 om 2013 No. 39 s 37","sortOrder":113},{"sectionNumber":"sec.90","sectionType":"section","heading":null,"content":"### Section sec.90\n\ns 90 om 2013 No. 39 s 37","sortOrder":114},{"sectionNumber":"sec.91","sectionType":"section","heading":null,"content":"### Section sec.91\n\ns 91 om 2013 No. 39 s 37","sortOrder":115},{"sectionNumber":"sec.92","sectionType":"section","heading":null,"content":"### Section sec.92\n\ns 92 om 2013 No. 39 s 37","sortOrder":116},{"sectionNumber":"sec.93","sectionType":"section","heading":null,"content":"### Section sec.93\n\ns 93 om 2013 No. 39 s 37","sortOrder":117},{"sectionNumber":"pt.9","sectionType":"part","heading":null,"content":"","sortOrder":118},{"sectionNumber":"sec.94","sectionType":"section","heading":null,"content":"### Section sec.94\n\ns 94 om 2013 No. 39 s 37","sortOrder":119},{"sectionNumber":"sec.95","sectionType":"section","heading":null,"content":"### Section sec.95\n\ns 95 om 2013 No. 39 s 37","sortOrder":120},{"sectionNumber":"sec.96","sectionType":"section","heading":null,"content":"### Section sec.96\n\ns 96 om 2013 No. 39 s 37","sortOrder":121}],"analysis":{"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":6,"scope_assessment":{"changed":true,"description":"The original 1996 Act was a comprehensive merger facilitation law covering the full mechanics of combining multiple Queensland state financial institutions with Metway Bank. The scope has narrowed dramatically — the merger machinery (covering transfer of assets, liabilities, employees, and rights) was largely repealed in 2013 as it was no longer needed. The 2024 amendments then significantly strengthened and expanded the remaining Queensland-presence obligations, adding detailed definitions of 'head office', annual CEO compliance certification requirements, obligations on successor entities that acquire Suncorp's business, and a new Part 6A imposing direct behavioural obligations on Suncorp. The Act has effectively transformed from a one-time merger facilitation law into an ongoing regulatory framework for keeping Suncorp anchored in Queensland."},"complexity_factors":["Heavy legislative history — most sections deleted in 2013 and 2024, making it hard to understand the full original picture from the current text","Multiple layers of amendment (1996 original, 2007, 2010, 2013, 2024) requiring cross-referencing to understand what still applies","Highly specific and technical definition of 'head office' in section 64, listing eight distinct corporate functions that must be performed in Queensland","Interaction between Queensland state law (this Act) and Commonwealth law (Corporations Act) — section 69 explicitly overrides the Corporations Act","References to repealed parts (parts 4 and 5) that no longer appear in the Act but are still referenced in the guarantee provisions","The 'successor entity' provision in Part 6B extends obligations to future acquirers of Suncorp's business, creating ongoing uncertainty about who is bound","Injunction powers in section 66 are unusually broad — covering not just direct breach but also aiding, abetting, inducing, and conspiring","Transitional provisions layered on top of substantive obligations (section 76 gives a 6-month grace period but section 69A still applies immediately)"],"plain_english_summary":"## What This Law Does\n\nThis is a Queensland law originally passed in 1996 to manage the merger of several Queensland government-owned financial institutions (including QIDC, a development finance body, and SIF, a state insurance fund) with Metway Bank, creating what eventually became **Suncorp**.\n\nMost of the original merger mechanics have been removed from the Act over the years (deleted in 2013), because the merger is long done. What **remains active and important** today falls into three areas:\n\n---\n\n### 1. 🏢 Suncorp Must Stay Queensland-Based\nThis is the heart of what the law does today. Suncorp's internal rulebook (its \"constitution\" — think of it like the company's rulebook or charter) **must always** include requirements that:\n- Suncorp's **registered office** (official legal address) stays in Queensland\n- Suncorp's **head office** stays in Queensland — and this is defined in detail:\n  - The CEO must work primarily from Queensland\n  - The Chairperson must have a Queensland office\n  - Key corporate functions (finance, risk, HR, legal, IT, audit, government relations, etc.) must be at least partly run from Queensland\n  - Board meetings are usually held in Queensland\n- At least **one board director** must normally live in Queensland\n\nSuncorp **cannot vote to change its rulebook** to get around these requirements — any such vote has no legal effect.\n\n---\n\n### 2. 🔒 Enforcement\nThe Queensland Treasurer can go to the **Supreme Court** to get an injunction (a court order) if Suncorp tries to breach these Queensland-based requirements. The rules are broad — the court can act even before any actual breach occurs, and the government doesn't have to pay damages if it seeks a temporary court order.\n\nSuncorp's CEO must also **certify compliance** to the Treasurer every year by 31 July, confirming the company followed the rules in the past year and doesn't plan to break them in the coming year.\n\nIf Suncorp is ever **sold or its Australian business acquired**, the new owner inherits all these same obligations.\n\n---\n\n### 3. 💰 Old Government Guarantees\nThe Queensland Government still stands behind certain **old debts and insurance policies** that existed before the merger was finalised (the \"Metway amalgamation day\"). Specifically:\n- Old **QIDC loans/liabilities** (pre-merger)\n- Old **insurance policies** issued by SIF (pre-merger)\n\nThe government does **not** guarantee any new debts taken on after the merger. A small fee (0.05%–0.20% per year) can be charged for maintaining these old guarantees.\n\n---\n\n## Who Does This Affect?\n- **Suncorp Group** — directly bound by Queensland presence requirements\n- **Suncorp shareholders and board** — cannot vote to move the company out of Queensland\n- **Anyone who held old QIDC or SIF policies/debts** — Queensland Government still backs those\n- **Any future buyer of Suncorp's Australian business** — they inherit the Queensland obligations\n- **Queensland residents generally** — the law is designed to keep a major financial employer and decision-maker anchored in Queensland"},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":true,"description":"The legislation has transformed significantly from its original purpose. It began as a detailed merger implementation statute governing the 1996 amalgamation of Queensland's State financial institutions with Metway Bank (including complex transfer schemes, tax provisions, and transitional arrangements). Following the 2013 and 2024 amendments, most operational merger provisions were repealed or expired, and the Act has effectively become a 'headquarters protection' statute focused on ensuring Suncorp maintains its corporate presence in Queensland. The 2024 amendments particularly expanded the scope by adding detailed operational requirements for the CEO's location, board meeting locations, and specific corporate functions, plus new obligations (Part 6A) and successor liability rules (Part 6B) that apply to any future acquirer of Suncorp's Australian business."},"complexity_factors":["Extensive repealed and expired sections (sections 2, 7-37, 51-62, 77-96, and sections 38-50 expired in 1998) creating a fragmented structure","Multiple amendment layers (2013, 2024) with significant rewrites of key provisions","Cross-references to repealed Parts 4 and 5 in sections 70, 72 and 75","Nested definitions in section 64(3) defining 'group corporate services activity' with 8 sub-categories","Conditional application in Part 7 (sections 70-75) with temporal limitations ('before the Metway amalgamation day') and transfer tracing requirements","Override clause in section 69 creating priority conflicts with federal Corporations Act","Successor liability provisions in section 69D applying Parts 6 and 6A to future acquirers of Suncorp's Australian business"],"plain_english_summary":"This Queensland legislation originally set up the 1996 merger between several State-owned financial institutions (QIDC, SIF, SBS and Suncorp Finance) and Metway Bank, creating what is now Suncorp Group. While most of the original merger mechanics have expired or been repealed, the Act now serves two main purposes:\n\n**1. Keeping Suncorp's headquarters in Queensland**\nThe Act legally forces Suncorp to maintain its registered office, head office and significant corporate operations in Queensland. Specifically:\n- The registered office must be in Queensland\n- At least one board member must live in Queensland  \n- The CEO's main office must be in Queensland and they must work primarily from there\n- The chairperson must have an office in Queensland\n- Key corporate functions (finance, risk, legal, IT, HR, etc.) must be performed at least partly in Queensland\n- Board meetings must usually be held in Queensland\n\n**2. Honouring old State guarantees**\nThe Queensland Government continues to guarantee certain pre-1996 debts and insurance liabilities of the original State institutions (QIDC and SIF) that were transferred during the merger. This protects people who had contracts with these government entities before they became part of Suncorp. The State can charge fees for this guarantee, but only for liabilities that weren't transferred to Metway itself.\n\n**Enforcement**\n- Suncorp's CEO must certify compliance annually to the Treasurer\n- The Treasurer can go to the Supreme Court for injunctions to stop breaches\n- Any attempt to change Suncorp's constitution to remove these Queensland requirements is legally void\n- These rules override the federal Corporations Act and bind any company that acquires Suncorp's Australian business"},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"The current text shows the Act’s scope has been expanded from provisions tied to the original merger framework (ss 4–6) to include enduring, express mandatory constitution requirements and ongoing corporate obligations introduced by later amendments. In particular, the 2024 insertions and amendments add (a) detailed mandatory constitution and head‑office operational criteria (s 64 as amended/inserted 2024), (b) affirmative ongoing obligations and reporting duties on Suncorp (Part 6A: ss 69A–69C, inserted 2024), (c) application of those obligations to an acquiring entity (s 69D, inserted 2024), and (d) transitional relief (s 76). Those additions extend the instrument from a merger‑specific statute to a continuing regulatory constraint on corporate location, governance and reporting for Suncorp or an acquirer, and they explicitly override the Corporations Act where inconsistent (s 69). The amendments therefore broaden the Act’s temporal and operational scope beyond the immediate mechanics of the merger described in the Act’s original objects (s 4)."},"complexity_factors":["Targeted subject matter but multiple legal mechanisms (merger definitions, mandatory constitution clauses, injunctive enforcement, state guarantees and fees) across several Parts (ss 4–6; 64–76; 70–75).","Detailed operational definition of 'head office' with enumerated corporate functions that must be performed (s 64(2)–(3)), raising factual-compliance questions.","Overlap and primacy over the Corporations Act and Suncorp’s constitution (s 69) create potential conflicts to be adjudicated in court.","Strong executive discretion for the Treasurer (fee imposition/timing (s 75); enforcement action (s 66); delegation (s 67)), requiring administrative interpretation and decisions.","Annual certification and immediate notification duties (ss 66A, 69C) impose recurring compliance and recordkeeping obligations.","Transitional timing (6-month delay for s 64 compliance in s 76) interacting with ongoing obligations (s 69A) introduces phased compliance issues.","Application of obligations to a purchaser of Suncorp’s Australian business (s 69D) creates transaction-structuring complexity for M&A.","Guarantee mechanics and caps for historical liabilities (ss 70–72) require tracing of which liabilities are covered and when they were incurred."],"plain_english_summary":"What this law changes, in plain terms\n\n- Mechanically, the Act sets rules for a specific merger (the State financial institutions listed in section 5 and Metway) and places ongoing, legally binding requirements on Suncorp (the merged entity or its successor) about where it must be located and how it must operate. (See s 4 (objects); s 5 (definition of State financial institution); s 6 (Metway scheme of arrangement).)\n\n- The Act requires Suncorp’s constitution to always include three mandatory items: the registered office must be in Queensland; at least one director must ordinarily live in Queensland; and Suncorp’s “head office” must be in Queensland. The statute defines what counts as the head office in operational terms (CEO’s principal operational office and role performed primarily in Queensland; chairperson’s office in Queensland; group corporate services activities performed wholly or partly in Queensland; and the usual location for board meetings being Queensland). (See s 64.)\n\n- The Act prevents Suncorp from lawfully altering its constitution (by special resolution or other resolution) so as to remove those mandatory requirements, and invalidates any resolution that would ratify or cause a contravention of those mandatory provisions. (See s 65.)\n\n- The Treasurer has enforcement routes: the Treasurer may apply to the Supreme Court of Queensland for injunctive relief to stop or require conduct that would contravene the mandatory constitution provisions. The Court may grant interim or final injunctions, make other orders, and is not to require the Treasurer to give an undertaking as to damages for interim injunctions. The Treasurer may delegate powers under this part to the departmental chief executive. (See s 66; s 67; s 68.)\n\n- Suncorp’s chief executive officer must certify to the Treasurer annually (by 31 July) that Suncorp complied with the mandatory constitution provisions and related obligations during the previous 12 months and does not propose to act in a way that would contravene them in the next 12 months. (See s 66A.)\n\n- The requirements in this Part operate despite the Corporations Act and prevail over any inconsistent provision in Suncorp’s constitution. (See s 69.)\n\n- The Act imposes additional ongoing corporate obligations (inserted as Part 6A): Suncorp must always act consistently with the mandatory constitution provisions (s 69A), must maintain registration as a company with ASIC (s 69B), and must immediately notify the Treasurer in writing if it becomes aware of an act, omission or proposed act or omission inconsistent with obligations under this part (s 69C). Those obligations also apply to an entity that acquires all or substantially all of Suncorp’s Australian business (s 69D).\n\n- The Act carries transitional timing: Suncorp is not required to comply with the s 64 requirement (the head office/registered office/director residency rules) until six months after the commencement of the amendment that added those obligations. That delayed compliance does not, however, limit the obligation in s 69A to act consistently with the mandatory provisions. (See s 76.)\n\n- The Act preserves limited State guarantees for liabilities that arose before the merger/amalgamation day. The State retains the same obligation to pay certain historic liabilities of QIDC and SIF that arose before the Metway amalgamation day, subject to caps and limits set out in the relevant sections. The Treasurer may pay such amounts from the consolidated fund without further appropriation (s 74). Where the State has such an obligation, the Treasurer may require the entity that holds or acquired the liability (other than Metway or its related bodies corporate) to pay a guarantee fee calculated at set annual rates (0.05% p.a. for amounts due within 1 year; 0.20% p.a. for amounts due after 1 year). How and when fees are paid is at the Treasurer’s discretion and fees are debt due to the State. (See ss 70–75.)\n\nWhy the Act says it does this (official rationale, as stated in the text)\n\n- The Act’s stated purpose is to provide for particular requirements about the merger of the State financial institutions listed in s 5 and Metway, and to provide particular requirements for Suncorp’s constitution and general obligations. (See s 4.)\n\nAnalyst’s testing of that stated purpose against costs, incentives, and practical effects (source-cited)\n\n- Who pays and who bears risk\n  - The State may be required to pay certain historical liabilities arising before the amalgamation day (s 70 and s 71). The Treasurer may appropriate amounts from the consolidated fund without further appropriation to meet these obligations (s 74). That places an identifiable fiscal cost on the State for defined legacy liabilities.\n  - Where the State has such an obligation (under s 70 or s 72(2)(a)), the Treasurer may require the private entity that holds or acquired the liability (other than Metway or a Metway-related body) to pay a fee to the State to cover the State’s obligation; the fee rates are prescribed (s 75). That creates a cost-recovery mechanism directed at the private entity that holds the liability, but the Treasurer has discretion over timing and collection (s 75(4)).\n\n- Who decides and where discretion lies\n  - The Treasurer has several discretionary powers: to require guarantee fees and decide how and when they are paid (s 75); to apply to the Supreme Court for injunctions and related remedies to enforce the mandatory provisions (s 66); and to delegate powers under the relevant part to the department’s chief executive (s 67). Those provisions concentrate enforcement and fee decisions in an executive office.\n  - The Supreme Court of Queensland is given exclusive jurisdiction for matters under Part 6, subject only to the High Court’s constitutional jurisdiction (s 68). That channels disputes to a single State forum.\n\n- Compliance burden and reporting\n  - The statutory prescriptions for what counts as Suncorp’s head office are operational and detailed (CEO’s principal operational office and primary performance, chairperson’s office, a list of group corporate services activities, and usual board meeting location), so compliance requires corporate operational alignment to Queensland on those dimensions (s 64(2)–(3)). Maintaining those functions in Queensland can produce ongoing organisation, staffing and location consequences for Suncorp.\n  - The CEO must certify compliance annually to the Treasurer (s 66A). Suncorp must immediately notify the Treasurer of any known or proposed inconsistency with obligations under this part (s 69C). Those provisions create affirmative reporting obligations and a low tolerance for delayed disclosure.\n\n- Effects on corporate autonomy, ownership and transactions\n  - The Part overrides the Corporations Act and prevails over any conflicting provision in Suncorp’s constitution (s 69). That reduces Suncorp’s contractual freedom to amend its constitution in ways that would remove the mandatory requirements (s 65) and constrains shareholder power to approve inconsistent constitutional changes.\n  - The obligations extend to an entity acquiring all or substantially all of Suncorp’s Australian business (s 69D). That means an acquirer inherits the statutory obligations, which can affect the value and terms of an acquisition because the buyer must comply with location and governance constraints.\n\n- Trade-offs, implementation risk and potential unintended consequences (as implied by the text)\n  - Trade-off: The Act secures defined, enforceable location and governance commitments (s 64–66) in return for placing legacy liability exposure on the State (ss 70–74) and a fee mechanism (s 75). The exchange is explicit in the instrument’s structure: obligations on the covered company and guarantees for certain historical liabilities.\n  - Implementation risk and administrative burden: annual certification (s 66A) and immediate notification requirements (s 69C) impose monitoring and reporting systems inside Suncorp. The Treasurer’s discretion over fees and enforcement (ss 66, 75) concentrates administrative decision-making in government, which requires resourcing and recordkeeping.\n  - Effects on competition and private choice: by legally fixing the location of key corporate functions and governance ties to Queensland (s 64), the Act limits Suncorp’s freedom to relocate or centralise functions elsewhere. That constraint is likely to affect corporate decisions about office location, outsourcing of listed corporate services, and the attractiveness of Suncorp as an acquisition target (s 69D). The statute does not itself set prices or direct market behaviour, but it constrains organisational choices that can have downstream effects on costs and competitive positioning.\n\n- Concentrated benefits and diffuse costs (mechanism-based)\n  - The Act secures commitments that primarily benefit Queensland (location and governance features in s 64). The fiscal cost of legacy liabilities is concentrated on the State (ss 70–74), while operational compliance costs fall on Suncorp (and a purchaser of its Australian business) through location and reporting requirements (s 64; s 66A; s 69D). The fee mechanism (s 75) allows the Treasurer to transfer some of the State’s contingent cost back onto a private entity, except where the liability sits with Metway or its related bodies (s 75(2)).\n\nBottom-line mechanics (short)\n\n- The Act: (1) defines which State financial institutions are in scope and the form of the Metway scheme (ss 5–6); (2) imposes enduring, enforceable Queensland-location and governance requirements on Suncorp and any large acquirer of its Australian business (ss 64; 69D); (3) gives the Treasurer enforcement power and fee-recovery discretion (ss 66, 75); and (4) preserves limited State guarantees for certain pre-merger liabilities while placing limits on the State’s exposure (ss 70–74). The Act also includes annual certification and immediate notification requirements to support enforcement (ss 66A; 69C)."},"issue_detection":{"absurdities":[{"type":"impossible_compliance","section":"sec.66A","severity":"medium","reasoning":"A CEO cannot meaningfully certify that the organisation will not propose to act in a non-compliant manner over the next 12 months. Corporate intentions change, boards change, and circumstances change. The certification conflates a present-tense declaration of current intentions with a binding prospective guarantee. If the company later does propose a non-compliant act, the CEO has made a false certification — even though the certification was accurate at the time of signing. This creates an impossible standard of prospective truth.","confidence":0.82,"description":"The CEO compliance certificate requires certifying future compliance: the CEO must certify that 'throughout the 12-month period ending on the next 30 June, Suncorp does not propose to act in a way that would contravene' the relevant provisions. This requires the CEO to certify a negative proposition about future intentions across an entire 12-month forward period, including intentions of future boards, future management, and unforeseeable circumstances."},{"type":"self_contradicting","section":"sec.76(3)","severity":"high","reasoning":"Section 76(1) gives Suncorp 6 months before needing to comply with s.64. Section 76(2) says references to contravention of s.64 are read subject to this grace period. But s.76(3) then says this does not limit s.69A, which independently requires compliance with 'mandatory constitution provisions' at all times. If mandatory constitution provisions include s.64 requirements, Suncorp is simultaneously excused from s.64 and required to comply with it via s.69A. The drafters likely intended s.69A to not be carved out from the grace period, making s.76(3) self-defeating.","confidence":0.79,"description":"Section 76(3) states that the transitional grace period for s.64 compliance 'does not limit section 69A', yet s.69A requires Suncorp to 'at all times act in a manner consistent with the mandatory constitution provisions'. The mandatory constitution provisions are defined by reference to s.64. So s.76 purports to grant a 6-month exemption from s.64 while simultaneously preserving the full force of s.69A which requires compliance with s.64 from the outset."},{"type":"impossible_compliance","section":"sec.69D","severity":"medium","reasoning":"The Act does not define 'entity' to be limited to ASIC-registered companies. A foreign company, a sovereign wealth fund, or a unit trust acquiring Suncorp's Australian business would be subject to obligations requiring it to maintain a 'constitution' with specific provisions and maintain ASIC registration as a company — requirements that may be legally impossible for such entities to satisfy. The provision also requires the CEO of the acquiring entity to certify compliance under s.66A even if no such officer exists by that title.","confidence":0.71,"description":"Section 69D applies Parts 6 and 6A to any entity that acquires 'all, or substantially all, of Suncorp's Australian business', treating that entity as if it were Suncorp. This includes the obligation under s.64 for the constitution to 'at all times' require Queensland-based operations and under s.69B to maintain ASIC registration. However, the acquiring entity may be a foreign corporation or a trust not capable of having a 'constitution' in the relevant sense, rendering compliance structurally impossible."},{"type":"circular_definition","section":"sec.5(f)","severity":"low","reasoning":"A company formed to hold assets of an entity under (e) — which is itself a wholly-owned subsidiary — would qualify under (f) as an SFI. That new SFI under (f) could then have its own wholly-owned subsidiaries qualifying under (e), which could then have holding companies under (f), and so on. While practically this was intended to capture merger structure vehicles, the drafting technically creates an open-ended recursive chain with no termination rule.","confidence":0.65,"description":"Section 5(f) defines a State financial institution (SFI) to include 'a company formed for holding some or all of the issued share capital, assets or liabilities of 1 or more of the entities mentioned in paragraphs (a) to (e)'. Paragraph (e) itself defines an SFI as a wholly-owned subsidiary of entities in (a)-(d). This creates a potentially recursive definition where a holding company of a subsidiary-SFI is itself an SFI, which could then generate further SFIs ad infinitum through the interaction of (e) and (f)."},{"type":"other","section":"sec.75(3)","severity":"low","reasoning":"The fee structure is not logically absurd in isolation but becomes operationally meaningless: the guarantee covers only pre-Metway amalgamation day liabilities of now-defunct entities. The tiered fee structure (implying ongoing fee management decisions by the Treasurer) has no remaining practical application, creating a permanent legislative provision with zero operational scope. The provision remains on foot but cannot be triggered.","confidence":0.6,"description":"The guarantee fee provision specifies rates of 0.05% per annum for amounts due within 1 year and 0.20% per annum for amounts due after 1 year. The fee is calculated 'per annum' but applied to guarantees relating to a 1996 merger that has long since occurred. Given that the underlying liabilities relate to pre-amalgamation day activities and all relevant entities have been dissolved or merged, the fee mechanism applies to a class of obligations that in practice can no longer generate new fee-bearing events."}],"contradictions":[{"severity":"high","section_a":"sec.76(1)","section_b":"sec.69A","confidence":0.82,"description":"Section 76(1) provides that Suncorp is not required to comply with s.64 until 6 months after commencement of the 2024 amendments. Section 69A independently requires Suncorp to 'at all times act in a manner consistent with the mandatory constitution provisions'. The mandatory constitution provisions are those in s.64. Section 76(3) expressly preserves s.69A's operation notwithstanding the grace period, creating a direct contradiction whereby Suncorp is simultaneously excused from s.64 compliance and required to comply with s.64 via s.69A."},{"severity":"medium","section_a":"sec.65(1)","section_b":"sec.69(2)","confidence":0.7,"description":"Section 65(1) renders ineffective any special resolution that would alter Suncorp's constitution to conflict with s.64. Section 69(2) states that if there is any conflict between Part 6 and Suncorp's constitution, Part 6 prevails. These provisions address the same situation but via different mechanisms: s.65 voids the resolution entirely (it 'has no effect'), while s.69(2) allows the constitution to be altered but simply overrides it. The two provisions produce different legal results — one treats the resolution as a nullity, the other treats it as valid but overridden — which could matter for questions of director liability and corporate authority."},{"severity":"medium","section_a":"sec.66A(b)","section_b":"sec.69C","confidence":0.75,"description":"Section 66A requires the CEO to certify annually by 31 July that Suncorp does not propose to contravene s.64 or Part 6A in the coming year. Section 69C requires Suncorp to 'immediately' notify the Treasurer if it becomes aware of a proposed act inconsistent with Part 6A obligations. If Suncorp later in that same year becomes aware of a proposed non-compliant act, it must immediately notify under s.69C — but the CEO has already certified there is no such proposal. The annual forward-looking certificate under s.66A is thus structurally incompatible with the rolling immediate-notification obligation under s.69C, creating a conflict between a static annual declaration and a dynamic ongoing disclosure duty."},{"severity":"medium","section_a":"sec.70(2)","section_b":"sec.73","confidence":0.67,"description":"Section 70(2) provides that where QIDC 'becomes liable to pay an amount' for pre-amalgamation matters, the State has the same payment obligation as under the QIDC Act. Section 73 states that 'on and from the Metway amalgamation day the State does not guarantee the payment of an amount... not mentioned in section 70, 71 or 72'. However, s.70(2) applies where QIDC 'becomes liable' in the present or future tense — there is no time limit on when QIDC must become liable. This means the State guarantee under s.70 can crystallise at any future point (whenever the liability is claimed), while s.73 purports to cut off guarantees from the amalgamation day, creating ambiguity about liabilities that accrue post-amalgamation day from pre-amalgamation conduct."},{"severity":"low","section_a":"sec.64(2)(c)","section_b":"sec.64(1)(c)","confidence":0.63,"description":"Section 64(1)(c) requires the constitution to mandate that the 'head office of Suncorp' be located in Queensland. Section 64(2) defines when the head office is in Queensland, including that 'each group corporate services activity is wholly or partly performed in Queensland'. The phrase 'wholly or partly' for each activity sets an extremely low bar — a single employee performing any part of any listed activity in Queensland would satisfy the requirement. This renders the head office requirement potentially trivial and inconsistent with the evident policy intention of maintaining substantive Queensland presence, creating a tension between the apparent purpose of s.64(1)(c) and the minimal standard established by s.64(2)(c)."}]}},"importantCases":[],"_links":{"self":"/api/acts/state-financial-institutions-and-metway-merger-act-1996","history":"/api/acts/state-financial-institutions-and-metway-merger-act-1996/history","analysis":"/api/acts/state-financial-institutions-and-metway-merger-act-1996/analysis","conflicts":"/api/acts/state-financial-institutions-and-metway-merger-act-1996/conflicts","importantCases":"/api/acts/state-financial-institutions-and-metway-merger-act-1996/important-cases","documents":"/api/acts/state-financial-institutions-and-metway-merger-act-1996/documents"}}