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Commonwealth act
This Act has been repealed and is no longer in force. It is retained for historical reference.
What this law does, in plain terms
Key mechanical effects and who does what
Share capital and ownership: The Act requires ANL to convert its existing capital into $1 shares and then issue those shares to the Commonwealth or Commonwealth nominees as the Minister directs (ss 38–39). The issuing of those shares discharges ANL’s obligations to repay its capital to the Commonwealth (s 39(4)–(5)).
Company registration and Companies Act treatment: On the relevant commencement day ANL is to be treated as registered under the Companies Act 1981 as a public company limited by shares and its lodged memorandum and articles bind the company and its members (ss 41–45, 42–43). Certain provisions of the Companies Act are expressly modified or declared not to apply to ANL in specified circumstances (see s 45).
Name and intellectual‑property protection: ANL’s name changes to “ANL Limited” immediately before the conversion (s 40). The Act protects specified business and company names ("protected names") by preventing other persons from using those names or closely resembling names in business, on goods, or in promotions, subject to a 10 penalty‑unit sanction (s 52). Pre‑existing registered trade mark or registered design rights, and earlier good‑faith uses, are preserved as exceptions (s 53). A protected body may operate under a protected company name in any State or Territory even if that name is not registered under local law (s 50).
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Direct links to the current provisions in ANL Act 1956.
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View on official registerSourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.
Staff and employment continuity: Persons who immediately before conversion were staff (Managing Director, officers, temporary and casual employees as defined) continue employed by ANL on the same terms and conditions after conversion (s 56). The Act preserves contracts and continuous service (s 57(2)–(4)), protects accrued leave (s 57(3)), requires ANL to treat earlier periods of service as service for calculating entitlements where that would otherwise be excluded (s 57(4)), and allows terms to be varied to the same extent and manner that variation was possible before conversion (s 59). For some purposes ANL is to be treated as a Commonwealth authority under Part IV of the Public Service Act 1922 (s 60).
Tax and certification powers: A set of matters connected with the conversion are defined as "exempt matters" (s 61). Tax under Commonwealth, State or Territory law (other than Commonwealth income tax) is not payable in relation to an exempt matter or actions taken because of or in connection with an exempt matter (s 62). An authorised person (the Minister or a holder of an authorising office; see the definition in s 3) may certify in writing that a specified matter is an exempt matter or that an action was taken because of an exempt matter; such certificates are conclusive evidence of the facts certified unless disproved (s 63).
Income tax treatment: For the purposes of the Income Tax Assessment Act 1936, ANL is treated as having had a share capital before issuing the shares under s 39(3), the issued shares being beneficially owned by the Commonwealth (s 64).
Other administrative and protective measures: Accounting records and reports prepared under the Audit Act 1901 are treated as the company’s accounting records and profit and loss accounts for Companies Act purposes (ss 46–47). Courts must take judicial notice of ANL’s seal as presumed duly affixed for imprints made before conversion (s 67). If the operation of the Act would otherwise amount to an acquisition of property otherwise than on just terms, the Act requires ANL to pay reasonable compensation or otherwise provides for court determination (s 68). The Governor‑General may make regulations to carry the Act into effect (s 69). The Parliament states an intention that ANL should have additional State/Territory powers as conferred by State/Territory law, subject to regulations (s 66).
Who pays, who decides, and the main compliance points (source sections cited)
Who pays: ANL is required to pay compensation where the Act would otherwise effect an acquisition otherwise than on just terms (s 68). Taxes that would otherwise be payable on exempt matters are not payable (s 62). The Commonwealth is recorded as beneficial owner of the issued shares for income tax purposes (s 64).
Who decides or certifies: the Minister directs to whom paid‑up shares are issued (s 39(3)); the Minister may sign a writing declaring an office an authorising office (definition of authorising office in s 3), and an authorised person (the Minister or holder of an authorising office) can issue conclusive certificates about exempt matters (s 63).
Compliance burdens and sanctions: third parties must not use protected names in business or related uses or face a penalty of 10 penalty units (s 52). Holders of pre‑existing registered trade marks or designs keep those rights (s 53). ANL must preserve staff terms and treat prior service for entitlements as set out (ss 56–59).
Discretion and implementation risk points (source sections cited)
Ministerial and delegated discretion: the Minister (and persons holding authorising offices as declared by the Minister) has power to direct to whom shares are issued (s 39(3)), to declare authorising offices (s 3), and to certify exempt matters (s 63). The Governor‑General may make regulations (s 69).
Interaction with other laws and administrative steps: the Act treats the National Companies and Securities Commission as having performed registration and name reservation steps (ss 41–42), and it modifies application of certain Companies Act provisions to ANL (s 45). Those cross‑references to other statutes create practical tasks for agencies and ANL to align records and procedures (see ss 41–47).
Trade‑offs, incentives and likely behavioural effects (grounded in the Act's mechanics)
Effects on ANL and the Commonwealth: the conversion places ANL into private‑law company form while the Commonwealth can remain beneficial owner of the shares (ss 39(3), 64). That changes how ANL is treated under many laws (s 65) while preserving specific continuities (staff terms, accounting records) to limit immediate disruption (ss 56–57, 46–47).
Effects on third parties and competitors: protected name rules (ss 50, 52–53) restrict others from using specified names, which legally limits competitor or market participants’ use of those names unless they hold preserved prior rights. Tax exemptions for exempt matters (ss 61–62) remove some transaction costs associated with the conversion but also remove some tax receipts that States or the Commonwealth might otherwise receive.
Administrative and legal burdens: the Act requires a sequence of formal steps (share issue, name reservation/registration, lodging of memorandum and articles, certificate powers) and creates discretion for the Minister and authorised officers to certify or direct certain actions (ss 39–41, 63). Those mechanisms concentrate decision authority in named officials and create a need for documentary certification and record‑keeping (s 63).
Official intention and how the Act interacts with that claim