{"id":"nsw:act-2000-071","name":"Westpac Banking Corporation (Transfer of Incorporation) Act 2000","slug":"westpac-banking-corporation-transfer-of-incorporation-act-2000","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"71 of 2000","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105173,"registerId":"nsw-act-2000-071-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Westpac Banking Corporation (Transfer of Incorporation) Act 2000](/view/html/inforce/current/act-2000-071).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Act commences on the date of assent to this Act.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Act:\n> > \n> > ASIC means the Australian Securities and Investments Commission.\n> > \n> > deed of settlement means the deed of settlement that is referred to in the preamble to the [Bank of New South Wales Act of 1850](/view/pdf/asmade/act-1850-bns), as subsequently amended from time to time.\n> > \n> > registration date means the registration day specified by the Attorney General in an order made under section 5A.\n> > \n> > transfer resolution means a transfer resolution referred to in section 6.\n> > \n> > Westpac means the body politic and corporate constituted by the [Bank of New South Wales Act of 1850](/view/pdf/asmade/act-1850-bns), whose corporate name is Westpac Banking Corporation.\n> > \n> > Note—\n> > \n> > Section 4 of the [Bank of New South Wales (Change of Name) Act 1982](/view/html/repealed/current/act-1982-031) provided for the corporate name of the Bank of New South Wales constituted by the 1850 Act to be Westpac Banking Corporation.\n> > \n> > Westpac company means Westpac after it is taken to be registered as a public company limited by shares under the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth by operation of section 5H (4) of that Act.\n> > \n> > Westpac shareholder means a shareholder within the meaning of the deed of settlement.\n> \n> > (2) Words and expressions used in this Act have the same meanings as in section 9 of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth, except in so far as they are defined differently in this Act or the context or subject-matter otherwise indicates or requires.\n> \n> > (3) (Repealed)\n> \n> **s 3:** Am 2001 No 34, Sch 4.73 \\[2\\]–\\[6\\].","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Notes","content":"#### 4 Notes\n\n4 Notes\n\n> Notes included in this Act do not form part of this Act.","sortOrder":4},{"sectionNumber":"Part 2","sectionType":"part","heading":"Registration of Westpac as a public company","content":"# Part 2 Registration of Westpac as a public company\n\nPart 2 Registration of Westpac as a public company","sortOrder":5},{"sectionNumber":"Division 1","sectionType":"division","heading":"Status and registration of Westpac","content":"## Division 1 Status and registration of Westpac\n\nDivision 1 Status and registration of Westpac\n\n**pt 2, div 1:** Subst 2001 No 34, Sch 4.73 \\[7\\].","sortOrder":6},{"sectionNumber":"5","sectionType":"section","heading":"Westpac is deemed registration company","content":"#### 5 Westpac is deemed registration company\n\n5 Westpac is deemed registration company\n\n> > (1) Westpac is a deemed registration company for the purposes of section 5H of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> \n> > (2) For the purposes of that section:\n> > \n> > > (a) the day on which Westpac is to be taken to be registered as a company is the registration date specified by the Attorney General in an order made under section 5A, and\n> > \n> > > (b) the type of company that Westpac is to be registered as is a public company limited by shares, and\n> > \n> > > (c) the company’s proposed name is “Westpac Banking Corporation”.\n> \n> Note—\n> \n> Section 5H of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth provides that a body is taken to be registered under that Act as a company of a particular type under section 118 of that Act if a law of a State or Territory to which the Act applies:\n> \n> > (a) provides that the body is a deemed registration company for the purposes of the section, and\n> \n> > (b) specifies:\n> > \n> > > (i) the day on which the body is to be taken to be registered (the registration day) or the manner in which that day is to be fixed, and\n> > \n> > > (ii) the type of company the body is to be registered as under the Act, and\n> > \n> > > (iii) the company’s proposed name (unless the ACN is to be used in its name),\n> \n> and if section 5H (2) and (3) (relating to the lodgement of certain notices and documents with ASIC) are satisfied.\n> \n> **s 5:** Subst 2001 No 34, Sch 4.73 \\[7\\].","sortOrder":7},{"sectionNumber":"5A","sectionType":"section","heading":"Order specifying registration date","content":"#### 5A Order specifying registration date\n\n5A Order specifying registration date\n\n> > (1) The Attorney General may, by order published in the Gazette, specify a day on which Westpac is to be taken to be registered as a public company limited by shares for the purposes of section 5H of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> > \n> > Editorial note—\n> > \n> > Day specified: 23.8.2002. See Gazette No 133 of 23.8.2002, p 6420.\n> \n> > (2) The Attorney General may make an order under subsection (1) only if the Attorney General is satisfied that:\n> > \n> > > (a) a transfer resolution has been passed by the shareholders of Westpac in accordance with the provisions of this Act, and\n> > \n> > > (b) the period of at least 1 month has elapsed since the date on which the resolution was passed, and\n> > \n> > > (c) an order declaring the resolution to be invalid has not been made by the Supreme Court under section 7 (1), and\n> > \n> > > (d) Westpac has complied with section 5H (2) and (3) of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth within the prescribed period after the transfer resolution was passed.\n> \n> > (3) The Attorney General is to provide ASIC with a copy of an order made under this section as soon as practicable after it is issued to Westpac. However, a failure to provide such a copy does not affect the validity of the order.\n> \n> > (4) An order under this section cannot be challenged, reviewed or called into question in proceedings before any court or tribunal.\n> \n> > (5) An order under this section is conclusive evidence in any proceedings before a court or tribunal that all the requirements of this Act have been complied with concerning the registration of Westpac under the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth as a public company limited by shares.\n> \n> > (6) Nothing in subsection (4) or (5) affects the operation of section 7 in relation to an application made to the Supreme Court under that section for an order declaring a transfer resolution to be invalid.\n> \n> > (7) Nothing in this section prevents a further proposal for a transfer resolution being put to Westpac shareholders if:\n> > \n> > > (a) a previously proposed transfer resolution was not passed or was declared to be invalid by order of the Supreme Court under section 7 (1), or\n> > \n> > > (b) Westpac did not comply with section 5H (2) and (3) of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth within the prescribed period in relation to a previous transfer resolution.\n> \n> > (8) In this section:\n> > \n> > prescribed period, in relation to a transfer resolution, means:\n> > \n> > > (a) in relation to a resolution passed on or after the commencement of Schedule 4.73 to the [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034):\n> > > \n> > > > (i) except as provided by subparagraph (ii)—the period of 6 months (or such other period as may be prescribed by the regulations whether before or after the resolution is passed) after the date on which the resolution is passed, or\n> > > \n> > > > (ii) if an application for an order under section 7 (1) is duly made but is refused or withdrawn after the end of the period referred to in subparagraph (i)—the period of one month after the date on which the application is finally determined or withdrawn (as the case may be), or\n> > \n> > > (b) in relation to a transfer resolution of the kind referred to in section 6 (2)—the period that was the prescribed period in relation to that resolution for the purposes of section 5 of this Act as in force immediately before its repeal by the [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034) or such further period as may be prescribed by the regulations (whether before or after the expiry of the prescribed period).\n> \n> **s 5A:** Ins 2001 No 34, Sch 4.73 \\[7\\].","sortOrder":8},{"sectionNumber":"Division 2","sectionType":"division","heading":"Transfer resolutions","content":"## Division 2 Transfer resolutions\n\nDivision 2 Transfer resolutions","sortOrder":9},{"sectionNumber":"6","sectionType":"section","heading":"What is a transfer resolution?","content":"#### 6 What is a transfer resolution?\n\n6 What is a transfer resolution?\n\n> > (1) For the purposes of this Act, a transfer resolution is a special resolution (within the meaning of the deed of settlement) passed by Westpac shareholders that resolves that Westpac be registered as a public company limited by shares under the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> \n> > (2) Any special resolution (within the meaning of the deed of settlement) passed by Westpac shareholders that was a transfer resolution within the meaning of this section as in force immediately before the commencement of this subsection is taken to be a transfer resolution for the purposes of subsection (1).\n> \n> Note—\n> \n> Clause 117 (r) of the deed of settlement defines “special resolution” to be a resolution that has been passed by a majority of not less than three-quarters of the votes of such of the shareholders of Westpac as are entitled so to vote in person, by proxy or by a representative at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution as a special resolution has been duly given.\n> \n> **s 6:** Am 2001 No 34, Sch 4.73 \\[8\\] \\[9\\].","sortOrder":10},{"sectionNumber":"7","sectionType":"section","heading":"Irregularities concerning transfer resolutions","content":"#### 7 Irregularities concerning transfer resolutions\n\n7 Irregularities concerning transfer resolutions\n\n> > (1) A transfer resolution is not invalidated because of any procedural irregularity unless, on an application made under this section, the Supreme Court by order declares the resolution to be invalid (an invalidity order).\n> \n> > (2) No fewer than 200 persons who were Westpac shareholders eligible to vote at the meeting at which the transfer resolution was passed may make an application to the Supreme Court in accordance with this section for an invalidity order.\n> \n> > (3) Such an application can only be made to the Supreme Court within the period of one month after the date of the passing of the transfer resolution.\n> \n> > (4) The Supreme Court must not make an invalidity order unless it is of the opinion:\n> > \n> > > (a) that the irregularity was not, or was not the result of, an accidental omission or non-receipt of a notice required under the deed of settlement, and\n> > \n> > > (b) that the irregularity has caused or may cause substantial injustice.\n> \n> > (5) If the Supreme Court makes an invalidity order in relation to a transfer resolution, any order made by the Attorney General under section 5A in relation to that resolution is taken to have no effect for the purposes of this Act.\n> \n> > (6) Rules of court (not inconsistent with this Act or the regulations) may be made under the [Supreme Court Act 1970](/view/html/inforce/current/act-1970-052) for the purposes of this section. This subsection does not limit the rule-making powers conferred by the [Supreme Court Act 1970](/view/html/inforce/current/act-1970-052).\n> \n> > (7) In this section:\n> > \n> > > (a) a reference to a procedural irregularity includes a reference to:\n> > > \n> > > > (i) any defect, irregularity or deficiency of notice or time, and\n> > > \n> > > > (ii) any miscalculation of voting entitlements, and\n> > \n> > > (b) a reference to a transfer resolution includes a reference to a purported transfer resolution.\n> \n> **s 7:** Am 2001 No 34, Sch 4.73 \\[10\\].","sortOrder":11},{"sectionNumber":"Division 3","sectionType":"division","heading":"General","content":"## Division 3 General\n\nDivision 3 General\n\n**pt 2, div 3, hdg:** Subst 2001 No 34, Sch 4.73 \\[11\\].","sortOrder":12},{"sectionNumber":"8","sectionType":"section","heading":null,"content":"#### 8\n\n8, 9 (Repealed)","sortOrder":13},{"sectionNumber":"10","sectionType":"section","heading":"Relationship of this Act with Corporations legislation of the Commonwealth","content":"#### 10 Relationship of this Act with Corporations legislation of the Commonwealth\n\n10 Relationship of this Act with Corporations legislation of the Commonwealth\n\n> > (1) The regulations may declare a matter that is dealt with by this Act or the regulations (or that is of a savings or transitional nature consequent on Westpac’s registration as a public company limited by shares under the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth) to be an excluded matter for the purposes of section 5F of that Act in relation to:\n> > \n> > > (a) the whole of the Corporations legislation to which Part 1.1A of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth applies, or\n> > \n> > > (b) a specified provision of that legislation, or\n> > \n> > > (c) that legislation other than a specified provision, or\n> > \n> > > (d) that legislation otherwise than to a specified extent.\n> > \n> > Note—\n> > \n> > Section 5F of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth provides that if a State law declares a matter to be an excluded matter for the purposes of that section in relation to all or part of the Corporations legislation of the Commonwealth, then the provisions that are the subject of the declaration will not apply in relation to that matter in the State concerned.\n> \n> > (2) Without limiting subsection (1), that subsection extends to any of the following matters:\n> > \n> > > (a) the use of the name Westpac Banking Corporation or the word “Limited” in Westpac company’s name after the registration date,\n> > \n> > > (b) the use of Westpac’s ARBN after the registration date,\n> > \n> > > (c) benefits given to a director of Westpac company in accordance with an agreement with the director on the terms referred to in Clause 56 (4B) of the deed of settlement,\n> > \n> > > (d) any buy-back of shares of Westpac that has not been completed by the registration date.\n> \n> > (3) The regulations may declare a relevant provision of this Act to be a Corporations legislation displacement provision for the purposes of section 5G of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth (either generally or specifically in relation to a provision of the Corporations legislation to which Part 1.1A of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth applies).\n> > \n> > Note—\n> > \n> > Section 5G of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision, then any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not apply in the State concerned to the extent necessary to avoid the inconsistency.\n> \n> > (4) In this section:\n> > \n> > matter includes act, omission, body, person or thing.\n> > \n> > relevant provision of this Act means a provision that is:\n> > \n> > > (a) a post-commencement provision within the meaning of section 5G of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth, or\n> > \n> > > (b) materially amended within the meaning of that section on or after the commencement of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth if the amendment is enacted on or after that commencement.\n> \n> **s 10:** Subst 2001 No 34, Sch 4.73 \\[13\\].","sortOrder":15},{"sectionNumber":"11","sectionType":"section","heading":null,"content":"#### 11\n\n11 (Repealed)","sortOrder":16},{"sectionNumber":"Part 3","sectionType":"part","heading":"Miscellaneous","content":"# Part 3 Miscellaneous\n\nPart 3 Miscellaneous","sortOrder":18},{"sectionNumber":"12","sectionType":"section","heading":"Repeal of Westpac legislation","content":"#### 12 Repeal of Westpac legislation\n\n12 Repeal of Westpac legislation\n\n> On or after the registration date, the Governor may, by one or more proclamations, repeal any or all of the following Acts and regulations (or specified provisions of the Acts and regulations):\n> \n> > (a) [Bank of New South Wales Act of 1850](/view/pdf/asmade/act-1850-bns),\n> \n> > (b) Bank of New South Wales Act of 1852,\n> \n> > (c) Bank of New South Wales Act of 1854,\n> \n> > (d) Bank of New South Wales Act of 1864,\n> \n> > (e) [Bank of New South Wales Act of 1870](/view/pdf/asmade/act-1870-bns),\n> \n> > (f) [Bank of New South Wales Act of 1886](/view/pdf/asmade/act-1886-bns),\n> \n> > (g) Bank of New South Wales Act 1905,\n> \n> > (h) Bank of New South Wales Act 1910,\n> \n> > (i) [Bank of New South Wales Act 1923](/view/pdf/asmade/act-1923-bns),\n> \n> > (j) [Bank of New South Wales (Amendment) Act 1962](/view/pdf/asmade/act-1962-38),\n> \n> > (k) [Bank of New South Wales (Change of Name) Act 1982](/view/html/repealed/current/act-1982-031),\n> \n> > (l) [Westpac Banking Corporation Act 1995](/view/html/repealed/current/act-1995-076),\n> \n> > (m) any regulation made under an Act referred to in paragraphs (a)–(l).\n> \n> Note—\n> \n> Section 30 of the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015) provides that the repeal of an Act or statutory rule does not, among other things, affect the previous operation of the Act or statutory rule or anything duly suffered, done or commenced under the Act or statutory rule or affect any right, privilege, obligation or liability acquired, accrued or incurred under the Act or statutory rule.\n> \n> Editorial note—\n> \n> Date of repeal of the Acts and regulations referred to in paragraphs (a)–(m): 20.12.2002. See proclamation published in Gazette No 263 of 20.12.2002, p 10754.","sortOrder":19},{"sectionNumber":"13","sectionType":"section","heading":"Regulations","content":"#### 13 Regulations\n\n13 Regulations\n\n> > (1) The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n> \n> > (2) The [Subordinate Legislation Act 1989](/view/html/inforce/current/act-1989-146) does not apply to the regulations.\n> \n> **s 13:** Am 2001 No 34, Sch 4.73 \\[14\\].","sortOrder":20},{"sectionNumber":"14","sectionType":"section","heading":"Savings, transitional and other provisions","content":"#### 14 Savings, transitional and other provisions\n\n14 Savings, transitional and other provisions\n\n> Schedule 1 has effect.","sortOrder":21},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Savings, transitional and other provisions","content":"# Schedule 1 Savings, transitional and other provisions\n\nSchedule 1 Savings, transitional and other provisions\n\n(Section 14)\n\n**sch 1:** Am 2001 No 34, Sch 4.73 \\[15\\].","sortOrder":22}],"analysis":{"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act changes Westpac’s legal status and the set of laws that apply to it. It treats Westpac as a deemed registration company under the Corporations Act and provides for an Attorney General order to fix the registration date (s 5, s 5A). On or after that registration date, the Governor may repeal the older state Acts and associated regulations that previously governed Westpac (s 12). The Act also provides regulatory mechanisms to declare exclusions or displacements of Corporations Act provisions in relation to Westpac (s 10). Collectively, these provisions move Westpac from a statutory regime under historic State Acts to the Corporations Act framework, with tailored transitional arrangements and the potential repeal of the earlier Westpac-specific legislation."},"complexity_factors":["Interaction with the Corporations Act 2001 (Cth) including cross-references to s 5H and requirements to satisfy lodgement provisions (s 5, s 5A(2)(d), s 10).","Multiple decision-makers with differing powers and reviewability: shareholders (special resolution) (s 6), Attorney General (registration order; unreviewable) (s 5A), Governor (repeals and regulations) (s 12, s 13), and the Supreme Court (narrow invalidity jurisdiction) (s 7).","Time-sensitive procedural requirements and prescribed periods, including limits on when court challenges can be brought and how long lodgement periods run (s 5A(2)(b), s 5A(8), s 7(3)).","Potential for regulations to exclude or displace parts of the Corporations legislation for Westpac, creating bespoke transitional rules (s 10(1)–(3)).","Unreviewable executive act: orders under s 5A are declared unchallengeable in court or tribunal proceedings and conclusive evidence of compliance (s 5A(4)–(5)).","Transitional and savings provisions in Schedule 1 and the power to repeal multiple historical Acts (s 12; sch 1), requiring detailed implementation steps and potential coordination across instruments.","Regulatory procedure divergence: regulations under this Act are exempt from the Subordinate Legislation Act 1989, affecting scrutiny and publication processes (s 13(2))."],"plain_english_summary":"## What this law does, in plain English\n\nThis Act changes Westpac’s legal form from a statutory bank created under old New South Wales Acts into an ordinary Australian public company limited by shares, registered under the Corporations Act 2001 (Cth). Mechanically, the Act: \n\n- Treats Westpac as a “deemed registration company” under the Corporations Act and sets out the company type and name it will acquire (Westpac Banking Corporation) (s 5). \n- Gives the Attorney General the power to publish an order in the Gazette specifying the exact day Westpac is to be treated as registered under the Corporations Act (the registration date), but only after specified preconditions are met (s 5A). \n- Defines the corporate decision that triggers the change as a transfer resolution: a special resolution of Westpac shareholders that Westpac be registered under the Corporations Act (s 6). \n- Allows a limited court challenge to a transfer resolution for procedural irregularities (only if at least 200 eligible shareholders apply within one month and the Court finds substantial injustice) (s 7). \n- Gives the Governor the power, on or after the registration date, to repeal the older state Acts and regulations that originally governed Westpac (s 12). \n- Enables the making of regulations to manage savings, transitional and other consequences, including declaring particular matters to be excluded from or inconsistent with provisions of the Corporations Act to the extent permitted by that Act (s 10, sch 1; s 13).\n\nOfficial purpose-claims and what they imply\n\n- The Act’s stated effect is to have Westpac treated as registered as a public company limited by shares under the Corporations Act on a date set by the Attorney General (see s 5 and the note to s 5 explaining s 5H of the Corporations Act). That is the instrument’s explicit legal purpose. \n\nTesting that purpose against costs, incentives and trade-offs (source-grounded):\n\n- Who decides: The Attorney General decides the registration date by order (s 5A(1)). The Governor can repeal the old state statutes after the registration date (s 12) and make regulations to carry the change into effect (s 13). The Supreme Court can order a transfer resolution invalid in a limited set of circumstances (s 7). ASIC receives a copy of the Attorney General’s order, though failure to provide a copy does not affect validity (s 5A(3)).\n\n- Who pays or bears costs: Westpac (and indirectly its shareholders and other stakeholders) must satisfy the preconditions for registration — notably the passing of the transfer resolution by shareholders and compliance with the Corporations Act lodgement requirements referred to in s 5H(2) and (3) within the prescribed period (s 5A(2)(a), (d); s 5A(8)). Those compliance steps can create administrative, legal and transactional costs for Westpac. The requirement that shareholders pass a special resolution (as defined in the deed of settlement) places a voting and organising burden on shareholders and management (s 6 and note to s 6). If an application is made to the Supreme Court under s 7, the parties involved incur litigation costs; only groups of at least 200 eligible shareholders may apply, and they must do so within one month (s 7(2)–(3)).\n\n- Regulatory discretion and reviewability: The Attorney General’s satisfaction that preconditions are met is a statutory precondition to making the registration order (s 5A(2)). An order under s 5A is expressly made unreviewable in court or tribunal proceedings (s 5A(4)) and is conclusive evidence that statutory requirements have been met (s 5A(5)). Those provisions concentrate decision-making power in the executive branch for the triggering act of registration. By contrast, the Supreme Court retains a narrowly framed supervisory role over irregularities in the shareholder process (s 7).\n\n- Compliance burden and timing: The Act refers to a prescribed period in which Westpac must satisfy Corporations Act lodgement requirements after a transfer resolution (s 5A(2)(d); s 5A(8) defines the prescribed period and procedures if court challenges intervene). The special resolution procedure itself requires at least 21 days’ notice under the deed of settlement (see note to s 6). These timing rules create concrete deadlines and procedural requirements that Westpac and its shareholders must manage.\n\n- Interaction with Commonwealth corporations law: The Act contemplates and provides for the possibility that regulations may declare particular matters to be excluded from the Corporations legislation or to displace parts of it in respect of Westpac (s 10(1)–(3)). The examples listed include use of the corporate name, use of Westpac’s ARBN, certain director benefits under the deed of settlement, and incomplete share buy-backs (s 10(2)). That mechanism permits tailored transitional treatment but also creates an explicit pathway for selective divergence from ordinary Corporations Act rules.\n\n- Scope and transition: After the registration date the Governor may repeal a set of historical Westpac-related Acts and regulations (s 12). The Schedule provides for savings, transitional and related provisions and permits regulations to take retrospective effect in limited circumstances (sch 1, cl 1).\n\nConcrete incentives, trade-offs and implementation risks (source-grounded):\n\n- Concentrated decision points: The shareholder vote (special resolution) is the primary private decision that enables the change (s 6). The Attorney General’s unreviewable order is the primary public decision that finalises the change (s 5A(1), (4)–(5)). Those concentrated decision points create discrete incentives for those two groups to secure their respective approvals. \n\n- Limited judicial check: The Supreme Court can invalidate a transfer resolution but only on narrow procedural and substantial-injustice grounds, and only if a minimum number of eligible shareholders bring the application within one month (s 7(1)–(4)). That narrows the scope for judicial intervention into technical disputes about the shareholder meeting process. \n\n- Regulatory tailoring vs. legal certainty: The capacity in s 10 to declare exclusions or displacement of Corporations Act provisions allows specific transitional arrangements (s 10(2)). That provides flexibility but also creates a route for departures from general corporations law norms; any such departures would be implemented by regulations (s 10, s 13) rather than by the principal provisions of this Act.\n\n- Administrative practicalities: The Attorney General must give ASIC a copy of the registration order as soon as practicable (s 5A(3)), and the regulations made under the Act are not subject to the Subordinate Legislation Act 1989 (s 13(2)), which affects how those regulations are tabled or scrutinised under state procedural rules.\n\nBottom line (mechanics first, then effects):\n\n- Mechanically, the Act turns Westpac from a statutory bank governed by a series of state Acts into a public company under the Corporations Act on a date the Attorney General sets once shareholders have passed a transfer resolution and statutory lodgement requirements are met (s 5, s 5A, s 6). \n- The Act sets out a narrow judicial review route for procedural irregularities (s 7), vests decisive power over the registration date in the Attorney General (s 5A(1), (4)–(5)), allows regulated exemptions or displacements of Corporations Act rules (s 10), and permits the repeal of the older Westpac-specific statutes after registration (s 12). These are the key instruments that determine who pays, who decides, what behaviour must change, and where compliance and timing pressures arise."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains focused on its original purpose: facilitating Westpac's transfer of incorporation from NSW statute to Commonwealth corporations law. While it has been amended (notably in 2001 to align with the new Corporations Act 2001), these amendments represent technical updates to achieve the same core objective under changed Commonwealth legislative frameworks, not an expansion of scope."},"complexity_factors":["Multiple cross-references to the Corporations Act 2001 (Commonwealth) and the deed of settlement","Nested conditional logic in section 5A(8) defining 'prescribed period' with multiple sub-paragraphs and temporal conditions","Interaction between State and Commonwealth law requiring understanding of constitutional arrangements (section 5H of Corporations Act)","Defined terms section (s 3) incorporates external definitions from Commonwealth legislation by reference","Savings and transitional provisions in Schedule 1 with retrospective effect limitations","Judicial review restrictions in section 5A(4)-(5) with specific carve-outs for section 7 applications"],"plain_english_summary":"This legislation allows Westpac Banking Corporation to change its legal structure from a body created by an old NSW law (the 1850 Bank of New South Wales Act) into a modern public company registered under Commonwealth corporations law (the Corporations Act 2001).\n\n**What it does:**\n- **Converts Westpac's legal form**: Westpac was originally created as a \"body politic and corporate\" by a NSW statute from 1850. This Act allows it to become a standard public company limited by shares under Commonwealth law, like most other large Australian companies.\n- **Sets up the process**: Westpac shareholders must pass a special resolution (a \"transfer resolution\") agreeing to the change. At least 75% of votes must support it, with 21 days' notice given.\n- **Protects against irregularities**: If there are procedural problems with the shareholder vote, 200 or more shareholders can ask the Supreme Court to invalidate the resolution within one month. The Court will only do this if the irregularity wasn't accidental and would cause substantial injustice.\n- **Allows the Attorney General to set the date**: Once shareholders approve and a month passes without court intervention, the Attorney General can issue an order specifying when the transfer takes effect.\n- **Cleans up old laws**: After the transfer happens, the Governor can repeal all the old NSW Acts that created and governed Westpac, dating back to 1850.\n\n**Who it affects:**\n- **Westpac shareholders**: They vote on whether to approve the transfer and can challenge irregularities.\n- **Westpac itself**: It changes from a statutory body to a standard company, making it easier to operate under modern corporate rules.\n- **The public**: The change brings Westpac under the standard Commonwealth corporations framework, replacing a patchwork of 19th and 20th century NSW legislation.\n\n**Why it matters:**\nThis is a piece of corporate housekeeping that modernised one of Australia's largest banks. Instead of being governed by a unique set of colonial-era laws, Westpac now operates under the same Corporations Act as other Australian companies, simplifying regulation and corporate governance."},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act appears to have remained tightly focused on its original and sole purpose: facilitating the transfer of Westpac's incorporation from NSW state law to the Commonwealth framework. There is no indication of scope creep or broadening amendments. The two point-in-time versions (2000 and 2001) reflect only minor amendments consistent with implementing the transfer, not any expansion of purpose."},"complexity_factors":["Narrow, single-entity scope limits breadth of analysis but requires understanding of corporate law concepts (incorporation, legal personality, transfer of domicile)","Involves interaction between state and federal (Commonwealth) corporate law frameworks, which adds a constitutional/jurisdictional layer","The actual substantive provisions of the Act are not included in the text provided — only metadata and status information — limiting full analysis","Largely spent legislation, so complexity in application is minimal at this point in time"],"plain_english_summary":"## Westpac Banking Corporation (Transfer of Incorporation) Act 2000\n\n**What does this law do?**\n\nThis NSW Act was specifically created to allow Westpac Banking Corporation to transfer its legal 'home base' (its place of incorporation — meaning the jurisdiction where it is formally registered as a company) from New South Wales state law to the federal (Commonwealth) corporations framework.\n\n**Who does it affect?**\n\nPrimarily Westpac Banking Corporation itself. In practical terms, customers, employees, shareholders and counterparties dealing with Westpac would have been unaffected in their day-to-day dealings — the bank continued operating normally. The change was largely a behind-the-scenes legal and regulatory restructuring.\n\n**Why does it matter?**\n\nHistorically, some major banks were incorporated under state law rather than federal (Commonwealth) law. As Australia's corporate regulatory framework became increasingly centralised under federal legislation (like the *Corporations Act*), it made sense for large banks to re-incorporate at the federal level. This Act provided the specific legal mechanism to allow that transition smoothly — ensuring that Westpac's existing contracts, obligations, assets, liabilities and legal rights were all carried across without disruption.\n\n**Key points:**\n- This is a narrow, one-bank-specific piece of legislation.\n- It is still technically 'in force' but has had no practical effect since the transfer was completed around 2001.\n- It is essentially spent legislation — it did its job and now sits on the books as a historical record."}},"importantCases":[],"_links":{"self":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000","history":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000/history","analysis":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000/analysis","conflicts":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000/conflicts","importantCases":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000/important-cases","documents":"/api/acts/westpac-banking-corporation-transfer-of-incorporation-act-2000/documents"}}