{"id":"transfer-of-incorporation-hbf-and-hif-act-2009","name":"Transfer of Incorporation (HBF and HIF) Act 2009","slug":"transfer-of-incorporation-hbf-and-hif-act-2009","collection":"act","jurisdiction":"wa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":110737,"registerId":"wa-transfer-of-incorporation-hbf-and-hif-act-2009-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Transfer of Incorporation (HBF and HIF) Act 2009","content":"![Crest]()Western Australia\n\nTransfer of Incorporation (HBF and HIF) Act 2009\n\nWestern Australia\n\nTransfer of Incorporation (HBF and HIF) Act 2009\n\nContents\n\nPart 1 — Preliminary\n\n1. Short title 2\n\n2. Commencement 2\n\n3. Terms used 2\n\nPart 2 — HBF Health Funds Inc.\n\n4. HBF is a deemed registration company under the Corporations Act 4\n\n5. Order specifying registration day for HBF 4\n\n6. HBF company is a continuation of HBF Health Funds Inc. 5\n\n7. Effect of transfer of incorporation of HBF 6\n\nPart 3 — Health Insurance Fund of W.A. (Inc.)\n\n8. HIF is a deemed registration company under the Corporations Act 7\n\n9. Order specifying registration day for HIF 7\n\n10. HIF company is a continuation of Health Insurance Fund of W.A. (Inc.) 8\n\n11. Effect of transfer of incorporation of HIF 9\n\nNotes\n\nCompilation table 11\n\nDefined terms\n\n  \n\nWestern Australia\n\nTransfer of Incorporation (HBF and HIF) Act 2009\n\nAn Act to provide for the registration of each of the following —\n\n- the HBF Health Funds Inc.;\n- the Health Insurance Fund of W.A. (Inc.),\n\n\nas a public company limited by guarantee under the *Corporations Act 2001* (Commonwealth), and for related purposes.\n\nThe Parliament of Western Australia enacts as follows:\n\n## Part 1 — Preliminary\n\n##### 1. Short title\n\nThis is the *Transfer of Incorporation (HBF and HIF) Act 2009*.\n\n##### 2. Commencement\n\nThis Act comes into operation on the day on which it receives the Royal Assent.\n\n##### 3. Terms used\n\n(1) In this Act —\n\nASIC means the Australian Securities and Investments Commission referred to in the *Australian Securities and Investments Commission Act 2001* (Commonwealth) section 8;\n\nassets means any legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money) and includes securities, choses in action and documents;\n\nCorporations Act means the *Corporations Act 2001* (Commonwealth);\n\nCorporations legislation means the Corporations legislation to which the Corporations Act Part 1.1A applies;\n\nHBF company means HBF Health Funds Inc. on and after it is taken to be registered as a public company limited by guarantee under the Corporations Act section 5H(4);\n\nHBF Health Funds Inc. means the association of that name incorporated under the *Associations Incorporation Act 1987*;\n\nHealth Insurance Fund of W.A. (Inc.) means the association of that name incorporated under the *Associations Incorporation Act 1987*;\n\nHIF company means Health Insurance Fund of W.A. (Inc.) on and after it is taken to be registered as a public company limited by guarantee under the Corporations Act section 5H(4);\n\nliabilities means any liabilities, debts and obligations (whether present or future, whether vested or contingent and whether personal or assignable);\n\nregistration day, in relation to HBF Health Funds Inc. or Health Insurance Fund of W.A. (Inc.), means the day specified by the Minister in a registration order as the day on which that body is to be taken to be registered as a public company limited by guarantee for the purposes of the Corporations Act section 5H;\n\nregistration order means an order made by the Minister under —\n\n(a) section 5 specifying a registration day in relation to HBF Health Funds Inc.; or\n\n(b) section 9 specifying a registration day in relation to Health Insurance Fund of W.A. (Inc.);\n\nrights means any rights, powers, privileges or immunities (whether present or future, whether vested or contingent and whether personal or assignable).\n\n(2) A term has the same meaning in this Act as it has in the Corporations Act unless the contrary intention appears in this Act.\n\n(3) Where this Act provides for an event or other thing to occur on a particular day that event or thing is taken to occur at the beginning of the day.\n\n## Part 2 — HBF Health Funds Inc.\n\n##### 4. HBF is a deemed registration company under the Corporations Act\n\n(1) HBF Health Funds Inc. is a deemed registration company for the purposes of the Corporations Act section 5H.\n\n(2) For the purposes of that section —\n\n(a) the day on which HBF Health Funds Inc. is to be taken to be registered as a company is the registration day specified by the Minister in an order made under section 5; and\n\n(b) the type of company that HBF Health Funds Inc. is to be registered as is a public company limited by guarantee; and\n\n(c) the company’s proposed name is “HBF Health Limited”.\n\n##### 5. Order specifying registration day for HBF\n\n(1) The Minister may, by order published in the *Gazette*, specify a day on which HBF Health Funds Inc. is to be taken to be registered as a public company limited by guarantee for the purposes of the Corporations Act section 5H.\n\n(2) The Minister may make an order under this section only if the Minister —\n\n(a) approves of the constitution of the company lodged under the Corporations Act section 5H(3); and\n\n(b) is satisfied that HBF Health Funds Inc. has complied with the Corporations Act section 5H(2) and (3).\n\n(3) The Minister is to provide ASIC with a copy of an order made under this section as soon as practicable after the order is made.\n\n(4) Failure to provide a copy of an order to ASIC under subsection (3) does not affect the validity of the order.\n\n(5) An order under this section cannot be challenged, reviewed or called into question in any proceedings before any court or tribunal.\n\n(6) An order under this section is conclusive evidence in any proceedings before any court or tribunal that all of the requirements of this Act have been complied with concerning the registration of HBF Health Funds Inc. under the Corporations Act as a public company limited by guarantee.\n\n##### 6. HBF company is a continuation of HBF Health Funds Inc.\n\n(1) HBF company is taken for all purposes to be a continuation of and the same legal entity as HBF Health Funds Inc..\n\n(2) Without limiting subsection (1), the registration of HBF Health Funds Inc. as a public company limited by guarantee under the Corporations Act does not —\n\n(a) create a new legal entity; or\n\n(b) affect HBF Health Funds Inc.’s existing assets, rights or liabilities (except as against the members of HBF Health Funds Inc. in their capacity as members); or\n\n(c) render defective any legal proceedings by or against HBF Health Funds Inc. or its members and —\n\n(i) any proceedings by or against HBF Health Funds Inc. subsisting immediately before the registration day may be continued by or against the HBF company in the name of HBF Health Funds Inc.; and\n\n(ii) proceedings that might have been brought by or against HBF Health Funds Inc. immediately before the registration day may be commenced by or against HBF company;\n\nor\n\n(d) affect the employment, or entitlements as an employee, of a person who was a member of staff of HBF Health Funds Inc. immediately before the registration day; or\n\n(e) affect —\n\n(i) any obligation or liability incurred under the *Associations Incorporation Act 1987*; or\n\n(ii) any penalty or forfeiture incurred in respect of any offence committed under the *Associations Incorporation Act 1987*; or\n\n(iii) any investigation, proceeding or remedy in respect of such obligation, liability, penalty or forfeiture,\n\nand any such investigation, proceeding or remedy may be instituted, continued or enforced and any such penalty or forfeiture may be imposed as if section 7(1) had not come into operation.\n\n(3) Subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of the Corporations Act section 5G in relation to the provisions of the Corporations legislation generally.\n\n##### 7. Effect of transfer of incorporation of HBF\n\n(1) On the registration of HBF Health Funds Inc. as a public company limited by guarantee under the Corporations Act the incorporation of HBF Health Funds Inc. under the *Associations Incorporation Act 1987* is automatically cancelled.\n\n(2) This section has effect despite anything to the contrary in the *Associations Incorporation Act 1987*.\n\n## Part 3 — Health Insurance Fund of W.A. (Inc.)\n\n##### 8. HIF is a deemed registration company under the Corporations Act\n\n(1) Health Insurance Fund of W.A. (Inc.) is a deemed registration company for the purposes of the Corporations Act section 5H.\n\n(2) For the purposes of that section —\n\n(a) the day on which Health Insurance Fund of W.A. (Inc.) is to be taken to be registered as a company is the registration day specified by the Minister in an order made under section 9; and\n\n(b) the type of company that Health Insurance Fund of W.A. (Inc.) is to be registered as is a public company limited by guarantee; and\n\n(c) the company’s proposed name is “Health Insurance Fund of W.A. Limited”.\n\n##### 9. Order specifying registration day for HIF\n\n(1) The Minister may, by order published in the *Gazette*, specify a day on which Health Insurance Fund of W.A. (Inc.) is to be taken to be registered as a public company limited by guarantee for the purposes of the Corporations Act section 5H.\n\n(2) The Minister may make an order under this section only if the Minister —\n\n(a) approves of the constitution of the company lodged under the Corporations Act section 5H(3); and\n\n(b) is satisfied that Health Insurance Fund of W.A. (Inc.) has complied with the Corporations Act section 5H(2) and (3).\n\n(3) The Minister is to provide ASIC with a copy of an order made under this section as soon as practicable after the order is made.\n\n(4) Failure to provide a copy of an order to ASIC under subsection (3) does not affect the validity of the order.\n\n(5) An order under this section cannot be challenged, reviewed or called into question in any proceedings before any court or tribunal.\n\n(6) An order under this section is conclusive evidence in any proceedings before any court or tribunal that all of the requirements of this Act have been complied with concerning the registration of Health Insurance Fund of W.A. (Inc.) under the Corporations Act as a public company limited by guarantee.\n\n##### 10. HIF company is a continuation of Health Insurance Fund of W.A. (Inc.)\n\n(1) HIF company is taken for all purposes to be a continuation of and the same legal entity as Health Insurance Fund of W.A. (Inc.).\n\n(2) Without limiting subsection (1), the registration of Health Insurance Fund of W.A. (Inc.) as a public company limited by guarantee under the Corporations Act does not —\n\n(a) create a new legal entity; or\n\n(b) affect Health Insurance Fund of W.A. (Inc.)’s existing assets, rights or liabilities (except as against the members of Health Insurance Fund of W.A. (Inc.) in their capacity as members); or\n\n(c) render defective any legal proceedings by or against Health Insurance Fund of W.A. (Inc.) or its members and —\n\n(i) any proceedings by or against Health Insurance Fund of W.A. (Inc.) subsisting immediately before the registration day may be continued by or against the HIF company in the name of Health Insurance Fund of W.A. (Inc.); and\n\n(ii) proceedings that might have been brought by or against Health Insurance Fund of W.A. (Inc.) immediately before the registration day may be commenced by or against HIF company;\n\nor\n\n(d) affect the employment, or entitlements as an employee, of a person who was a member of staff of Health Insurance Fund of W.A. (Inc.) immediately before the registration day; or\n\n(e) affect —\n\n(i) any obligation or liability incurred under the *Associations Incorporation Act 1987*; or\n\n(ii) any penalty or forfeiture incurred in respect of any offence committed under the *Associations Incorporation Act 1987*; or\n\n(iii) any investigation, proceeding or remedy in respect of such obligation, liability, penalty or forfeiture,\n\nand any such investigation, proceeding or remedy may be instituted, continued or enforced and any such penalty or forfeiture may be imposed as if section 11(1) had not come into operation.\n\n(3) Subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of the Corporations Act section 5G in relation to the provisions of the Corporations legislation generally.\n\n##### 11. Effect of transfer of incorporation of HIF\n\n(1) On the registration of Health Insurance Fund of W.A. (Inc.) as a public company limited by guarantee under the Corporations Act the incorporation of Health Insurance Fund of W.A. (Inc.) under the *Associations Incorporation Act 1987* is automatically cancelled.\n\n(2) This section has effect despite anything to the contrary in the *Associations Incorporation Act 1987*.\n\nNotes\n\n1 This is a compilation of the *Transfer of Incorporation (HBF and HIF) Act 2009.* The following table contains information about that Act.\n\nCompilation table\n\n| **Short title** | **Number and year** | **Assent** | **Commencement** |\n| --- | --- | --- | --- |\n| *Transfer of Incorporation (HBF and HIF) Act 2009* | 11 of 2009 | 29 Jun 2009 | 29 Jun 2009 (see s. 2) |\n\n\nDefined terms\n\n*[This is a list of terms defined and the provisions where they are defined. The list is not part of the law.]*\n\n**Defined term Provision(s)**\n\nASIC 3(1)\n\nassets 3(1)\n\nCorporations Act 3(1)\n\nCorporations legislation 3(1)\n\nHBF company 3(1)\n\nHBF Health Funds Inc. 3(1)\n\nHealth Insurance Fund of W.A. (Inc.) 3(1)\n\nHIF company 3(1)\n\nliabilities 3(1)\n\nregistration day 3(1)\n\nregistration order 3(1)\n\nrights 3(1)\n","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act’s scope is confined to converting the two named incorporated associations into public companies limited by guarantee and preserving their legal continuity (see Parts 2 and 3, ss 4–7 and 8–11). It does not extend to other entities or broadly amend institutional governance beyond the procedural transfer and cancellation of the existing association registrations."},"complexity_factors":["Cross-reference and interaction with the Commonwealth Corporations Act and the concept of 'Corporations legislation' displacement (see ss 4(1), 6(3), 8(1), 10(3)).","Ministerial discretion to set the registration day and to approve the lodged constitution; procedural preconditions in ss 5(1)–(2) and 9(1)–(2).","Privative and conclusive clauses that prevent judicial challenge and declare orders conclusive evidence (ss 5(5)–(6), 9(5)–(6)), concentrating decision-making and limiting review options.","Automatic continuity mechanics: transfer of assets, rights, liabilities, continuation of proceedings, preservation of employee entitlements, and automatic cancellation of the association incorporation on registration (ss 6(1)–(2), 7(1); ss 10(1)–(2), 11(1)).","Administrative obligation to provide ASIC with a copy of the registration order but with a non‑fatal failure provision (ss 5(3)–(4), 9(3)–(4)).","Narrow, entity‑specific scope (the Act applies only to the two named associations), which reduces systemic regulatory complexity but requires careful compliance by those organisations."],"plain_english_summary":"This Act converts two specific Western Australian incorporated associations (HBF Health Funds Inc. and Health Insurance Fund of W.A. (Inc.)) into public companies limited by guarantee under the Commonwealth Corporations Act on a Minister‑specified registration day, while preserving each entity’s legal identity, assets, liabilities and staff entitlements and cancelling the old association registration on that day. The Minister sets the registration day by Gazette order after approving the lodged constitution, must notify ASIC, and those orders are conclusive and not open to court review."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose of facilitating the transfer of incorporation for two specific health funds from state to Commonwealth jurisdiction. No significant expansion of scope has occurred; the Act contains no regulation-making powers, no subsequent amendments expanding coverage, and no broad application beyond HBF and HIF."},"complexity_factors":["Short statute with only 11 operative sections across 3 Parts","11 defined terms in section 3(1), mostly straightforward entity names and standard legal definitions (assets, liabilities, rights)","Parallel structure: Parts 2 and 3 are nearly identical mirror provisions for HBF and HIF respectively, reducing cognitive load once one part is understood","Single cross-reference dependency: relies heavily on Corporations Act section 5H (deemed registration provisions) but does not create complex conditional logic","No nested exceptions or multi-layered conditional provisions","Contains non-justiciability clauses (sections 5(5) and 9(5)) preventing court challenge to Ministerial orders, but these are straightforward exclusions rather than complex procedural rules","Simple temporal trigger: all effects tied to 'registration day' specified by Ministerial order"],"plain_english_summary":"This law allows two Western Australian health insurance organisations—HBF Health Funds Inc. and Health Insurance Fund of W.A. (Inc.)—to change their legal structure from incorporated associations to public companies limited by guarantee under Commonwealth (federal) law.\n\n**What it does:**\n- **Converts legal status**: Both organisations were originally incorporated under Western Australia's *Associations Incorporation Act 1987* (a state law for clubs and non-profits). This Act lets them become companies under the Commonwealth *Corporations Act 2001* instead.\n- **Maintains continuity**: Despite the change, each organisation remains the same legal entity. Their assets, debts, employees, and ongoing court cases continue uninterrupted—it's essentially a paperwork change, not a new organisation.\n- **Ministerial control**: The Western Australian Minister must approve the change by issuing a formal order published in the *Gazette* (the government's official notices), but only after being satisfied the organisations have met Commonwealth requirements and submitted proper company constitutions (rules).\n- **Automatic cancellation**: Once registered as companies under Commonwealth law, their state incorporation automatically ends.\n\n**Who it affects:**\n- Members and customers of HBF and HIF health insurance\n- Employees of both organisations (their jobs and entitlements are protected)\n- The organisations themselves, which gain access to Commonwealth corporate regulation\n\n**Why it matters:**\nThis allows these major health insurers to operate under Australia's national corporate law rather than state association law, potentially giving them greater flexibility for national operations while ensuring their existing obligations to members and staff remain intact."},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Insufficient content was retrieved to assess whether the scope changed from original intent. The page returned an error message rather than legislative text."},"complexity_factors":["Insufficient legislative text available to assess true complexity","Transfer of incorporation laws can involve technical corporate/associations law concepts","May involve transitional provisions affecting existing member rights","Limited to two specific named entities, suggesting narrow and targeted scope"],"plain_english_summary":"This short Western Australian Act from 2009 enabled the transfer of incorporation for two private health insurers, HBF and HIF, changing their legal form or registration. It primarily affects members, employees, and management of those funds by altering governance and legal status, which can impact rights, obligations, and administration."}},"importantCases":[],"_links":{"self":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009","history":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009/history","analysis":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009/analysis","conflicts":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009/conflicts","importantCases":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009/important-cases","documents":"/api/acts/transfer-of-incorporation-hbf-and-hif-act-2009/documents"}}