Victorian Legislation Parliamentary Documentsi
Version No. 001
Australia and New Zealand Banking Group
Act 1977
Act No. 8977/1977
Version as at 8 October 1999
TABLE OF PROVISIONS
Section Page
Short title 4
Definitions 4
Power to each of the Companies to become a Victorian
company 5
Identity and continuity of each of the Companies to be
preserved 7
Each of the Companies to cease to be subject to Part XI,
Division 3 of No. 6839 7
Victorian Legislation Parliamentary Documents1
Version No. 001
Australia and New Zealand Banking Group
Act 1977
Act No. 8977/1977
Version as at 8 October 1999
An Act to authorize each of Australia and New Zealand Banking
Group Limited, A.N.Z. Holdings Limited, E.S. & A. Holdings
Limited, A.N.Z. Investments Limited, and A.N.Z. Nominees
Limited to become a company deemed to be incorporated in
Victoria and to preserve the identity of the companies so
incorporated with Australia and New Zealand Banking Group
Limited, A.N.Z. Holdings Limited, E.S. & A. Holdings Limited,
A.N.Z. Investments Limited and A.N.Z. Nominees Limited,
respectively, each an existing company within the meaning of
the Companies Acts 1948 to 1976 of the United Kingdom and
for other purposes incidental thereto.
Preamble
WHEREAS—
(1) Australia and New Zealand Banking Group
Limited (hereinafter referred to as "the
Bank"), A.N.Z. Holdings Limited
(hereinafter referred to as "A.N.Z.
Holdings"), E.S. & A. Holdings Limited
(hereinafter referred to as "E.S. & A.
Holdings"), A.N.Z. Investments Limited
(hereinafter referred to as "Investments") and
A.N.Z. Nominees Limited (hereinafter
referred to as "Nominees") (all of which are
hereinafter collectively referred to as "the
Companies") are companies incorporated in
the United Kingdom and are companies
within the meaning of the Companies Acts
1948 to 1976 of the United Kingdom and are
companies limited by shares.
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
2
(2) The Bank carries on the business of banking
in Victoria as well as elsewhere in the
Commonwealth of Australia and overseas.
(3) A.N.Z. Holdings is a wholly owned
subsidiary of the Bank and carries on the
business of property holding and investment
in the Commonwealth of Australia and
elsewhere.
(4) E.S. & A. Holdings is a wholly owned
subsidiary of the Bank and carries on the
business of property holding and investment
in the Commonwealth of Australia.
(5) Investments is a wholly owned subsidiary of
the Bank and carries on the business of
holding investments in the Commonwealth
of Australia and elsewhere.
(6) Nominees is a wholly owned subsidiary of
the Bank and carries on the business of
providing nominee services in the
Commonwealth of Australia and elsewhere.
(7) Having regard to the fact that the areas of
operation of the Companies are largely in the
Commonwealth of Australia, certain
advantages would accrue to the Bank if the
Companies were incorporated under the laws
of Victoria, instead of under the laws of the
United Kingdom, and such incorporation
would give the Companies greater flexibility
in the pursuit of their objective in the
Commonwealth of Australia.
(8) The central management and control of each
of the Companies was some time since
transferred from the United Kingdom to
Victoria with the consent of Her Majesty's
Treasury pursuant to section 482 of the
Income and Corporation Taxes Act 1970 of
the United Kingdom.
Preamble
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
3
(9) No procedure exists whereby any of the
Companies can be deemed to be Companies
incorporated under the Companies Act
1961.
(10) Procedure by way of winding up and
dissolution of the Companies and transfer of
assets to a new company or companies
incorporated in Victoria would involve loss
of identity of the Bank and of A.N.Z.
Holdings, E.S. & A. Holdings, Investments
and Nominees respectively, and the
disturbance of their financial structures and
existing contracts and would interfere with
the continuity of their operations with
considerable attendant expense and
inconvenience.
(11) It is expedient that the Companies should
each be enabled to become a company
incorporated under the Companies Act 1961
without such loss of identity, disturbance,
interference and expense.
(12) A Bill has been introduced into the
Parliament of the United Kingdom for an Act
of that Parliament to be entitled the
"Australia and New Zealand Banking Group
Act 1977" by which the Companies will be
given power to be incorporated under the
laws of the State of Victoria and provision
will be made for the cesser of application to
the Companies of provisions of the
Companies Acts 1948 to 1976 of the United
Kingdom (with the exception of those
provisions which apply to oversea
companies) consequent upon such
incorporation.
(13) The purposes of this Act cannot be effected
without the authority of Parliament:
Preamble
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
4
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
Short title
This Act may be cited as the Australia and New
Zealand Banking Group Act 1977.
Definitions
In this Act, unless the context or subject-matter
otherwise requires—
"Companies Act 1948" means the Companies
Act 1948 of the United Kingdom;
"Companies Act 1961" means the Companies
Act 1961 of Victoria;
"the Bank" means Australia and New Zealand
Banking Group Limited;
"A.N.Z. Holdings" means A.N.Z. Holdings
Limited;
"E.S. & A. Holdings" means E.S. & A. Holdings
Limited;
"Investments" means A.N.Z. Investments
Limited;
"Nominees" means A.N.Z. Nominees Limited;
"the Companies" means the Bank, A.N.Z.
Holdings, E.S. & A. Holdings, Investments
and Nominees collectively and "the
Company" or "Company" shall refer to any
one of the Companies separately;
"Commissioner" means the Commissioner for
Corporate Affairs under the Companies Act
1961;
s. 1
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
5
"Date of Assumption" in the case of each of the
Companies means the date of delivery by
that one of the Companies to the
Commissioner of documents pursuant to
section 3.
3. Power to each of the Companies to become a
Victorian company
(1) At any time after the Companies have been
authorized by the law of the United Kingdom to
become incorporated under the law of Victoria
each Company may deliver to the Commissioner
(who shall retain and register the same) the
documents referred to in the next succeeding sub-
section and thereupon—
(a) the Company shall be deemed to be a
company limited by shares incorporated
under the Companies Act 1961;
(b) the Commissioner shall issue a certificate of
incorporation accordingly;
(c) the certificate of incorporation shall be
conclusive evidence that the requirements of
this section have been complied with and
that the Company is for all purposes deemed
to be incorporated as a company limited by
shares under the Companies Act 1961; and
(d) subject to section 4(2) the Companies Act
1961 shall apply to the Company as if the
Date of Assumption were the date of
incorporation.
(2) The documents to be lodged with the
Commissioner shall be—
(a) a copy of the Act of the United Kingdom
authorizing the Companies to become
incorporated under the law of Victoria;
s. 3
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
6
(b) a notice of situation of the registered office
of the Company in Victoria;
(c) a copy of the Memorandum of Association
of the Company which on and from the Date
of Assumption shall be in the form as
already registered under section 346 of the
Companies Act 1961 as amended from time
to time by special resolution of the Company
and in the case of each of the Companies
subject to the amendments and additions
specified in the First Schedule;
(d) a copy of the Articles of Association of the
Company in such form as the Company prior
to the Date of Assumption shall have
adopted as its Articles of Association to take
effect on and from the Date of Assumption;
(e) a statement specifying—
(i) the nominal share capital of the
Company in Australian currency and
the number and classes of shares into
which it is divided; and
(ii) the number of shares issued and the
amount paid on each share.
(3) The documents required to be lodged under the
last preceding sub-section shall be verified by
statutory declaration of any two or more directors
of the Company.
(4) On the lodging by the Company with the
Commissioner of the documents referred to in
sub-section (2) there shall be paid to the
Commissioner the fee specified in the Second
Schedule but no other fee shall be payable by the
Company in connexion with the Company
becoming a company deemed to be incorporated
under the Companies Act 1961.
s. 3
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
7
4. Identity and continuity of each of the Companies to
be preserved
(1) The Companies as deemed to be incorporated
under the Companies Act 1961 shall for all
purposes be and be deemed to be the same
companies respectively as the Companies existing
under the Companies Act 1948 and the continuity
status and operation of the Companies shall not in
any way be affected nor shall any property,
powers, rights, authorities, duties, functions,
liabilities or obligations of the Companies or any
legal or other proceedings instituted or to be
instituted by or against the Companies or any of
them be affected.
(2) Without limiting the generality of the foregoing
provisions of this section it is hereby declared that
sections 50, 52(2) and 135 of the Companies Act
1961 do not apply to the Companies.
5. Each of the Companies to cease to be subject to
Part XI, Division 3 of No. 6839
On the issue to a Company of a certificate of
incorporation by the Commissioner pursuant to
this Act the Company shall cease to be a
Company registered under Division 3 of Part XI
of the Companies Act 1961 and the provisions of
that Division shall cease to apply to the Company
and (subject to section 4(2)) the Companies Act
1961 shall apply to the Company in all respects as
if it were a company originally incorporated in
Victoria as a company limited by shares.
s. 4
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
8
SCHEDULES
FIRST SCHEDULE
Amendments and additions to the Memorandum of Association of each of the
Companies
Provisions to be
amended Amendment
The Bank—
Heading For the expression "The Companies Acts 1948 to
1967" there shall be substituted the expression
"The Companies Act 1961".
Clause 2 For the word "England" there shall be substituted
the word "Victoria".
Clause 3 In paragraph (E) for the words "the Public
Trustee Act 1925 as subsequently amended"
there shall be substituted the words "the Public
Trustee Act 1958 as subsequently amended or
under any corresponding or similar legislation for
the time being in force in any State or Territory
of the Commonwealth of Australia or in any
other place in which the Company carries on
business".
In paragraph (J) after the word "supreme" there
shall be inserted the words "national, state,".
In paragraph (M) after the word "national" there
shall be inserted the word "state,".
In paragraph (W) for the word "England" there
shall be substituted the word "Victoria".
In the last paragraph for the words "United
Kingdom" there shall be substituted the word
"Victoria".
Clause 5 The following new clause shall be substituted—
"The capital of the Company is $75 000 000
divided into 75 000 000 shares of $1 each.".
A.N.Z. Holdings—
Heading For the expression "The Companies Acts 1948 to
1967" there shall be substituted the expression
"The Companies Act 1961".
Section 3(2).
Sch. 1
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
9
Provisions to be
amended Amendment
Clause 2 For the word "England" there shall be substituted
the word "Victoria".
Clause 3 In paragraph (2) for the word "Sterling" there
shall be substituted the word "Australian". In
paragraph (16) for the word "England" there shall
be substituted the word "Victoria". The proviso
at the end of the clause shall be deleted.
Clause 5 The following new clause shall be substituted—
"The Capital of the Company is $33 750 000
divided into 33 750 000 shares of $1 each.".
E.S. & A. Holdings—
Heading For the expression "The Companies Acts 1862 to
1890 and the Companies Acts 1948 to 1967"
there shall be substituted the expression
"The Companies Act 1961".
Clause 2 For the word "England" there shall be substituted
the word "Victoria".
Clause 3 In paragraph (2) for the word "sterling" there
shall be substituted the word "Australian". In
paragraph (16) for the word "England" there shall
be substituted the word "Victoria". The proviso
at the end of the clause shall be deleted.
Clause 5 The following new clause shall be substituted—
"The Capital of the Company is $18 000 000
divided into 18 000 000 shares of $1 each.".
Investments—
Heading For the expression "The Companies Acts 1948"
there shall be substituted the expression
"The Companies Act 1961".
Clause 2 For the word "England" there shall be substituted
the word "Victoria".
Clause 3 The word "Victoria" shall be substituted for the
word "England" in paragraphs (A)(i), (N) and
(P).
In paragraph (Q) after the word "national" there
shall be inserted the word "state".
Sch. 1
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
10
Provisions to be
amended Amendment
Clause 5 The following new clause shall be substituted—
"The Capital of the Company is $150 divided
into 150 shares of $1 each.".
Nominees—
Heading For the expression "The Companies Acts 1948"
there shall be substituted the expression
"The Companies Act 1961".
Clause 2 For the word "England" there shall be substituted
the word "Victoria".
Clause 3 In paragraphs (1) and (3) after the word
"supreme" there shall be inserted the words
"national, state,".
Clause 5 The following new clause shall be substituted—
"The Capital of the Company is $1500 divided
into 1500 shares of $1 each.".
Sch. 1
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
11
SECOND SCHEDULE
Company
Fee payable
under section 3(4)
Australia and New Zealand Banking Group Limited
A.N.Z. Holdings Limited
E.S. & A. Holdings Limited
A.N.Z. Investments Limited
A.N.Z. Nominees Limited
$
16 800
10 500
2 500
100
100
═══════════════
Section 3(4).
Sch. 2
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
12
ENDNOTES
General Information
The Australia and New Zealand Banking Group Act 1977 was assented to
on 3 May 1977 and came into operation on 3 May 1977.
Endnotes
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
13
2. Table of Amendments
There are no amendments made to the Australia and New Zealand Banking
Group Act 1977 by Acts and subordinate instruments.
Endnotes
Victorian Legislation Parliamentary DocumentsAct No. 8977/1977
Australia and New Zealand Banking Group Act 1977
14
3. Explanatory Details
No entries at date of publication.
Endnotes