{"id":"shell-company-australia-limited-act-1963","name":"The Shell Company of Australia Limited Act 1963","slug":"the-shell-company-of-australia-limited-act-1963","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":174997,"registerId":"vic-shell-company-australia-limited-act-1963-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"The Shell Company of Australia Limited Act 1963","content":"Victorian Legislation and Parliamentary Documentsi\nVersion No. 001\nThe Shell Company of Australia Limited Act\n1963\nAct No. 7053/1963\nVersion as at 18 February 2003\nTABLE OF PROVISIONS\nSection Page\n1. Short title 3\n2. Definitions 3\n3. Power to Company to become a Victorian Company 3\n4. Identity and continuity of Company to be preserved 5\n5. Company to cease to be subject to Part XI Div. 3 of the\nCompanies Act 1961 6\n__________________\nSCHEDULE—Amendments and Additions to Memorandum of\nAssociation 7\n═══════════════\nENDNOTES 8\n1. General Information 8\n2. Table of Amendments 9\n3. Explanatory Details 10\n\nVictorian Legislation and Parliamentary Documents1\nVersion No. 001\nThe Shell Company of Australia Limited Act\n1963\nAct No. 7053/1963\nVersion as at 18 February 2003\nAn Act to authorize The Shell Company of Australia Limited to\nbecome a Company deemed to be incorporated in Victoria, to\npreserve the Identity of the Company so incorporated with The\nShell Company of Australia Limited an Existing Company\nwithin the Meaning of the Companies Act 1948 of the United\nKingdom, and for other purposes.\nPreamble\nWHEREAS The Shell Company of Australia\nLimited (hereinafter referred to as \"the Company\")\nis an existing company within the meaning of the\nCompanies Act 1948 of the United Kingdom\nhaving been incorporated in England on the\ntwenty-sixth day of May One thousand nine\nhundred and five and is a company limited by\nshares:\nAND WHEREAS the Company carries on the\nbusiness of distributing and selling petroleum\nproducts in Australia:\nAND WHEREAS the registered office of the\nCompany is situate in England:\nAND WHEREAS all the issued shares of the\nCompany are fully paid up:\nAND WHEREAS Her Majesty's Treasury,\npursuant to section four hundred and sixty-eight of\nthe Income Tax Act 1952 of the United Kingdom\nhave consented to the central management and\ncontrol of the Company being transferred from the\nUnited Kingdom to Victoria:\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n2\nAND WHEREAS having regard to the fact that the\narea of operations of the Company is within\nAustralia and its Territories certain advantages\nwould accrue to the Company if the Company was\ndeemed to be a company incorporated under the\nCompanies Act 1961:\nAND WHEREAS no procedure exists whereby the\nCompany can be deemed to be a company\nincorporated under the Companies Act 1961:\nAND WHEREAS procedure by way of winding up\nand dissolution of the Company and the transfer or\nsale of assets to a new company incorporated in\nVictoria would involve loss of the identity of the\nCompany and the disturbance of its financial\nstructure and interfere with the continuity of its\noperations with considerable attendant expense:\nAND WHEREAS it is desirable that the Company\nshould be enabled to become a company\nincorporated under the Companies Act 1961\nwithout any such loss of identity disturbance or\ninterference:\nAND WHEREAS the directors of the Company\nare promoting a Private Bill in the Parliament of\nthe United Kingdom to authorize the Company to\nbecome a company deemed to be incorporated\nunder the Companies Act 1961:\nAND WHEREAS it is expedient that such\nprovisions should be enacted for the purpose of\nattaining the above-mentioned objects as are in this\nAct contained:\nAND WHEREAS the objects of this Act cannot be\nattained without the authority of Parliament:\nBE IT THEREFORE ENACTED by the Queen's Most\nExcellent Majesty by and with the advice and consent of the\nLegislative Council and the Legislative Assembly of Victoria\nin this present Parliament assembled and by the authority of\nthe same as follows (that is to say):\nPreamble\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n3\n1. Short title\nThis Act may be cited as The Shell Company of\nAustralia Limited Act 1963.\n2. Definitions\nIn this Act unless the context or subject-matter\notherwise requires—\n\"the Companies Act 1948\" means the\nCompanies Act 1948 of the United\nKingdom;\n\"the Companies Act 1961\" means the\nCompanies Act 1961 of Victoria;\n\"the Company\" means The Shell Company of\nAustralia Limited an existing company\nwithin the meaning of the Companies Act\n1948;\n\"date of assumption\" means the date of delivery\nby the Company to the Registrar of\ndocuments pursuant to section three of this\nAct;\n\"the Registrar\" means the Registrar of\nCompanies.\n3. Power to Company to become a Victorian Company\n(1) At any time after the Company has been\nauthorized by the law of the United Kingdom to\ntransfer its registered office from England to a\nplace in Victoria the Company may deliver to the\nRegistrar (who shall retain and register the same)\nthe documents referred to in the next succeeding\nsub-section and thereupon—\n(a) the Company shall be deemed to be a\ncompany limited by shares incorporated\nunder the Companies Act 1961;\n(b) the Registrar shall issue a certificate of\nincorporation accordingly;\ns. 1\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n4\n(c) the certificate of incorporation shall be\nconclusive evidence that the requirements of\nthis section of this Act have been complied\nwith and that the Company is for all\npurposes deemed to be incorporated as a\ncompany under the Companies Act 1961;\nand\n(d) the Companies Act 1961 shall apply to the\nCompany as if the date of assumption were\nthe date of incorporation.\n(2) The documents to be lodged with the Registrar\nshall be—\n(a) a copy of the Act of the United Kingdom\nauthorizing the Company to transfer its\nregistered office from England to a place in\nVictoria;\n(b) a notice of the situation of its registered\noffice in Victoria;\n(c) a copy of the memorandum of association of\nthe Company, which on and from the date of\nassumption shall be in the form as already\nregistered under section three hundred and\nforty-six of the Companies Act 1961 as\namended from time to time by special\nresolution of the Company and subject also\nto the amendments and additions specified in\nthe Schedule to this Act;\n(d) a copy of the articles of association of the\nCompany in such form as the Company,\nprior to the date of assumption, shall have\nadopted as its articles of association to take\neffect on and from the date of assumption;\ns. 3\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n5\n(e) a statement specifying—\n(i) the nominal share capital of the\nCompany in Australian currency and\nthe number and classes of shares into\nwhich it is divided; and\n(ii) the number of shares issued and the\namount paid on each share.\n(3) The documents required to be lodged under the\nlast preceding sub-section shall be verified by\nstatutory declaration of any two or more directors\nof the Company.\n(4) On the lodging with the Registrar of the\ndocuments referred to in sub-section (2) of this\nsection there shall be paid to the Registrar a fee of\nOne hundred pounds but no other fee shall be\npayable by the Company in connexion with the\nCompany becoming a company deemed to be\nincorporated under the Companies Act 1961.\n4. Identity and continuity of Company to be preserved\n(1) The Shell Company of Australia Limited as\ndeemed to be incorporated under the Companies\nAct 1961 shall for all purposes be and be deemed\nto be the same company as the Company existing\nunder the Companies Act 1948 and the continuity\nstatus and operation of the Company shall not in\nany way be affected nor shall any property powers\nrights authorities duties functions liabilities or\nobligations of the Company or any legal or other\nproceedings instituted or to be instituted by or\nagainst the Company be affected.\n(2) Without limiting the generality of the foregoing\nprovisions of this section it is hereby declared that\nsection fifty and sub-section (2) of section fifty-\ntwo of the Companies Act 1961 do not apply to\nthe Shell Company of Australia Limited.\ns. 4\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n6\n5. Company to cease to be subject to Part XI Div. 3 of\nthe Companies Act 1961\nOn the issue of a certificate of incorporation by\nthe Registrar pursuant to this Act the Company\nshall cease to be a company registered under\nDivision three of Part XI of the Companies Act\n1961 and the provisions of that Division shall\ncease to apply to the Company and the\nCompanies Act 1961 shall apply to the Company\nin all respects as if it had been a company\noriginally incorporated in Victoria.\n__________________\ns. 5\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n7\nSCHEDULE\nAMENDMENTS AND ADDITIONS TO MEMORANDUM OF\nASSOCIATION\nProvisions to\nbe amended Amendment\nHeading For the words \"THE COMPANIES ACTS, 1862 to 1900\"\nthere shall be substituted the words \"THE COMPANIES\nACT 1961\"\nClause 2 For the word \"England\" there shall be substituted the\nword \"Victoria\"\nClause 3 In paragraph (o) of the clause for the words \"in any British\nColony or any foreign country\" there shall be substituted\nthe words \"in any part of the world\"\nClause 5 The following new clause shall be substituted—\n\"The capital of the Company is £15,000,000 divided into\n1,200,000 shares of £12 10s. 0d. each\".\n═══════════════\nSch.\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n8\nENDNOTES\n1. General Information\nThe Shell Company of Australia Limited Act 1963 was assented to on\n26 November 1963 and came into operation on 26 November 1963.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n9\n2. Table of Amendments\nThere are no amendments made to The Shell Company of Australia\nLimited Act 1963 by Acts and subordinate instruments.\nEndnotes\n\nVictorian Legislation and Parliamentary DocumentsAct No. 7053/1963\nThe Shell Company of Australia Limited Act 1963\n10\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"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":2,"scope_assessment":{"changed":false,"description":"Insufficient legislative content was provided to assess whether the scope of this Act changed from its original intent. The document appears to contain only version history metadata rather than the substantive provisions of the Act. No amendments or scope changes can be identified from the available text."},"complexity_factors":["Extremely limited legislative text provided — only metadata and version history visible, making substantive analysis impossible","Private/special acts for specific companies can involve niche corporate law concepts, but without the text this cannot be assessed","Historical legislation from 1963 may reference superseded legal frameworks and companies that no longer exist in their original form","Interaction with modern corporate law (Corporations Act 2001) would need to be considered to understand current relevance"],"plain_english_summary":"The Shell Company of Australia Limited Act 1963 is a Victorian private law enacted for Shell Company of Australia Ltd, likely granting company-specific powers or permissions (e.g., landholding, corporate transactions) outside ordinary corporate law. It primarily affected the company and its legal or commercial counterparties. Today it is mainly of historical interest, and a full account of its operative effects can’t be given here because the Act’s substantive text isn’t provided."},"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The Act remains tightly scoped to its original purpose: facilitating Shell's re-domiciliation from the UK to Victoria. The Schedule updates Shell's constitutional documents (memorandum of association) to reflect Victorian incorporation, but these are technical amendments necessary to effect the transfer, not an expansion of scope. No subsequent amendments have broadened the Act's application."},"complexity_factors":["Only 5 operative sections plus a short Schedule","4 defined terms in section 2, all straightforward","Single purpose legislation with linear logic: trigger (UK authorization) → action (filing documents) → consequence (deemed incorporation)","No nested exceptions or conditional logic beyond the basic requirement that UK authorization must occur first","Cross-references limited to the Companies Act 1961 and Companies Act 1948 (UK), both cited in definitions","Schedule contains only 4 specific amendments to Shell's memorandum of association—mechanical substitutions rather than complex drafting"],"plain_english_summary":"This is a special law passed by the Victorian Parliament in 1963 to help one specific company—The Shell Company of Australia Limited—move its legal home from England to Victoria without having to shut down and start over.\n\n**What the problem was**\nShell was originally incorporated (legally created) in England in 1905 under UK company law. By the 1960s, it was doing all its business in Australia, but legally it was still a UK company. This created tax and administrative headaches. Normally, to become a Victorian company, Shell would have had to wind up (close down) the UK company and transfer all its assets to a brand new Australian company—but that would have broken contracts, disrupted operations, and cost a fortune.\n\n**What this Act does**\nThe Act creates a legal shortcut. Once the UK Parliament passes its own law allowing the move, Shell can file some paperwork with the Victorian Registrar of Companies. When that happens:\n- Shell is **deemed** (legally treated as) a Victorian company incorporated under the Companies Act 1961\n- It gets a certificate of incorporation proving this\n- **Crucially**, it remains the exact same legal entity—same contracts, same debts, same property, same court cases—nothing resets\n- It stops being treated as a \"foreign company\" registered in Victoria under special rules (Part XI Division 3 of the Companies Act 1961)\n\n**Who it affects**\nOnly The Shell Company of Australia Limited. This is a \"private Act\"—legislation tailor-made for one corporation, which was common for large companies in this era before modern corporate re-domiciliation schemes existed.\n\n**Why it matters**\nThis preserved Shell's corporate continuity while letting it become an Australian company for tax and regulatory purposes. It saved the company from expensive restructuring and protected everyone who had contracts or legal dealings with Shell."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act's scope is limited and specific: it authorizes only The Shell Company of Australia Limited to be deemed incorporated in Victoria and to preserve its continuity (s.3–s.5, Schedule). The Endnotes show no later amendments to expand or alter that scope (Endnotes: Table of Amendments)."},"complexity_factors":["Single-company, bespoke statute (Preamble) — narrow scope reduces complexity","Cross-jurisdictional transfer contingent on UK authorization (Preamble, s.3(1))","Documentary and verification requirements to be lodged with Registrar (s.3(2)–(3))","One-off fixed fee and procedural step (s.3(4))","Legal-preservation clause keeping identity, rights and liabilities intact (s.4)","Exclusion of specific Companies Act provisions and full application of Victorian law thereafter (s.4(2), s.5)","Required amendments to the memorandum of association are prescribed in the Schedule"],"plain_english_summary":"**What it does:** This Act allows The Shell Company of Australia Limited—then incorporated in England—to be treated as if it were incorporated in Victoria once UK law permits transfer of its registered office, by lodging prescribed documents with the Victorian Registrar and paying a £100 fee. It preserves the company's legal identity, assets, liabilities and ongoing proceedings and applies the Companies Act 1961 as if the company had been originally incorporated in Victoria.\n\n**Who it affects and why it matters:** It affects the Company, its directors (who must verify documents), the Registrar and shareholders; it avoids winding-up or asset-transfer procedures that would disrupt continuity."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/the-shell-company-of-australia-limited-act-1963","history":"/api/acts/the-shell-company-of-australia-limited-act-1963/history","analysis":"/api/acts/the-shell-company-of-australia-limited-act-1963/analysis","conflicts":"/api/acts/the-shell-company-of-australia-limited-act-1963/conflicts","importantCases":"/api/acts/the-shell-company-of-australia-limited-act-1963/important-cases","documents":"/api/acts/the-shell-company-of-australia-limited-act-1963/documents"}}