Australia and New Zealand Banking Group Limited (Town & Country) Act 1995

The Act rests on a handful of legal mechanisms and defined concepts that control what transfers, what remains, and how third parties and statutory registries must treat the transfer.

Undertaking: The core transferable quantity is the “undertaking of Town & Country” defined to mean the business and all property of Town & Country, except excluded assets, together with all the liabilities to which the bank is subject immediately before the appointed day (definition in s3(1)). The statutory definition frames the scope of vesting in s5(1).

Excluded assets: The Act specifies an express, enumerated category of “excluded assets” that do not vest (s3(1) definitions). The list includes documents required to be kept under the Corporations Law (3(1)(a)), certain land interests held other than as security or held as unpaid vendor (3(1)(b)-(c)), specified shareholdings and loans in named companies (3(1)(d)-(e)), specified trust units (3(1)(f)), and rights and liabilities under two named agreements creating specific partnerships or arrangements (3(1)(g)-(h)). The detailed schedule means practitioners must inspect the Act to identify assets that remain with the original legal entity.

Automatic statutory vesting and substitution in instruments: On the appointed day the undertaking vests in ANZ by operation of the Act (s5(1)). Legal instruments naming Town & Country become enforceable by or against ANZ to the same extent as if ANZ had been the original party (s6(1)), subject to excluded assets and certain funds (s6(2)). This statutory substitution includes assignments of securities and the continuation of bailment and negotiable instrument efficacy (s7(b),(d),(e)).

Transitional continuity for customers and securities: The Act provides that the relationship between the bank and customers at any office, branch or agency is converted into one between ANZ and the customer with the same rights and duties, including rights of set‑off and existing mandates, unless revoked (s7(a)). Securities and priorities persist under ANZ with the same rights and priorities and subject to the same liabilities (s7(b)-(c)).

Registry and title mechanisms: Land and other property registers are addressed through direction to the Registrar of Titles to amend the register on production of relevant instruments and payment of fees (s20), deeming ANZ to be the registered proprietor where vesting affects registered land (s19). For other property registers, a CEO certificate lodged with the responsible authority is to be taken as evidence of compliance with transfer requirements (s22(c)). Certificates by the ANZ Chief Executive Officer are conclusive unless the contrary is established (s23).

Fiscal settlement and timing control: Section 13 requires ANZ to pay a sum to the Treasurer representing State taxes and charges that the Treasurer opines would have been payable “but for” the Act. The Treasurer has broad discretion to determine the amount “in accordance with such principles as the Treasurer thinks appropriate” (s13(2)). The appointed day must be after the Treasurer’s certificate under s13 and proclamation by the Governor (s2(1)-(2)). This links the timing and completion of the statutory transfer to an executive fiscal determination.

Evidentiary and process facilitation: Bankers’ books of Town & Country are deemed to be bankers’ books used in ANZ’s ordinary business for the purposes of sections 89 to 96 of the Evidence Act 1906 (s11(2)). The Act also enables service of documents on either entity to be deemed service on both for certain periods (s16(1)), and allows parties to substitute Town & Country for ANZ in proceedings concerning excluded assets (s10(1)-(3)).

Continuing legal exposure and protection: The Act preserves ongoing proceedings and permits their continued prosecution or defence by ANZ in its own name (s9(2)). Courts may, on request of a party, enter judgment against both Town & Country and ANZ (s9(3)). Section 14 specifies that nothing done under the Act is to be regarded as placing either party in breach of contract, confidence, or as enabling termination , the Act displaces contractual non‑assignment or disclosure prohibitions to the extent needed to effect the transfer.

Statutory roles and decision‑makers: Key actors named by the Act include the Governor (appoints day) (s3(2)), the Treasurer (determines the amount in lieu of State taxes and issues certificate) (s13), the Chief Executive Officer of ANZ (may sign certificates provided for in the Act) (s18), the Commissioner under the Business Names Act (registers the business name) (s8(1)), and the Registrar of Titles (amend registers) (s20). The Act also references Commonwealth and State written laws such as the Corporations Law, Business Names Act 1962, Transfer of Land Act 1893 and Evidence Act 1906.

These concepts translate the policy objective recorded in the Act’s recitals , to transfer Town & Country’s banking business to ANZ while preserving the character of Town & Country’s business and enabling continuity , into concrete legal mechanics for automatic vesting, substitution, registry amendment and an executive fiscal clearance.

Primary parties and their immediate stakeholders are explicitly set out or plainly implicated by the Act.

ANZ: The transferee is directly affected. ANZ becomes the owner of the undertaking (s5(1)), acquires contractual rights and liabilities (s6), holds securities transferred or deemed transferred to it (s7(b)-(c)), and must pay the Treasurer the sum determined under s13(1)-(2) before the appointed day (s2(2), s13). ANZ’s Chief Executive Officer holds a recurring administrative function: issuing certificates under s18 and lodging a certificate with the Australian Securities Commission to satisfy Corporations Law s268(1) requirements for charges (s21).

Town & Country: The transferor is affected in residual ways. Most of its business and property vest in ANZ, with specified excluded assets retained (s3(1) definitions; s5). Town & Country remains a party to excluded‑asset matters and can be substituted in proceedings concerning excluded assets (s10). Service rules operate to deem service on ANZ to be service on Town & Country for a period while the entities are related corporates (s16(1)-(2)).

Customers and depositors of Town & Country: Customers and depositors at Town & Country offices, branches or agencies have their relationships converted into relationships with ANZ with the same rights and duties, including rights of set‑off, and existing mandates are deemed given to ANZ unless revoked (s7(a)). This affects contractual counterparty relationships, access to funds, security entitlements and instructions.

Borrowers and secured parties: Persons whose debts were secured by Town & Country’s securities face ANZ as the new secured party, with the same rights and priorities and, subject to agreement, coverage for future advances (s7(b)-(c)). For third parties who deal with ANZ in relation to excluded assets, s17(2) deems ANZ to have full power and authority to enter into dealings as if the excluded asset had vested in ANZ; registrars and other third parties are not required to enquire into excluded‑asset status (s17(1)-(2)). These provisions materially alter due diligence exposures for counterparties and secured creditors.

Registrar and land title authorities: The Registrar of Titles and other title‑keeping authorities are instructed to amend registers and documents to reflect vesting on production of instruments and payment of fees (s20). The Registrar is to treat ANZ as registered proprietor where land vests by virtue of the Act (s19). Practitioners dealing with land title must accept CEO certificates and conform to the amended Transfer of Land Act process (s20); s20 was subsequently amended by the Transfer of Land Amendment Act 1996 (compilation notes).

Treasurer and State revenue agencies: The Treasurer is required to determine and certify the amount payable in lieu of State taxes and charges, according to principles the Treasurer thinks appropriate (s13(1)-(2)). State revenue departments will be involved in receiving payment and in tying off tax consequences of the transfer since the Treasurer’s certificate is a prerequisite to the appointed day (s2(2)). The process concentrates fiscal decision‑making and timing control in the Treasurer’s office.

Courts, tribunals and arbitral bodies: Existing proceedings by, against or in favour of Town & Country can proceed and be enforced by or against ANZ without abatement (s9(2)). Courts can, at request, enter judgment against both Town & Country and ANZ (s9(3)). Practitioners must note the statutory continuance and the option to seek joint judgment.

Registries and regulatory bodies: The Australian Securities Commission (ASIC) is referenced for compliance with Corporations Law s268(1) via lodging a CEO certificate (s21). The Act also expressly preserves ANZ’s obligations under written laws relating to companies carrying on banking (s24). This keeps ANZ within the existing regulatory perimeter despite the statutory transfer.

Other businesses named in the excluded-assets schedule: A number of private companies and trusts named in s3(1)(d)-(f) are directly affected because specified shares, loans and trust units remain with Town & Country. Contractual counterparties to the named partnership agreements in s3(1)(g)-(h) must continue to deal with Town & Country for those rights and liabilities.

Third parties more generally: People or bodies dealing with ANZ or Town & Country post‑vesting are affected by s17, which relieves registrars and other persons dealing with ANZ from having to enquire into whether a subject property is an excluded asset, and provides that dealings by ANZ in relation to excluded assets are to be deemed authorised in favour of the other counterparties (s17(1)-(2)). This shifts enquiry burdens and legal risk among counterparties, registrars and the two banks.

In sum, the transfer affects the corporate parties, their customers and secured creditors, state revenue authorities, registries and named counterparties to excluded assets. The Act centralises certain executive decisions (Treasurer and Governor) and hands ANZ administrative duties (certificates, registration, name registration) which have operational consequences for corporate governance, recordkeeping and compliance.

The Act creates a set of statutory rights for ANZ and corresponding duties (some on ANZ, some on State authorities and registrars), and preserves statutory protections and continuities for customers and third parties.

ANZ’s statutory rights

• Vesting of undertaking: On the appointed day ANZ acquires the undertaking of Town & Country, including property and liabilities except excluded assets (s5(1)). This triggers immediate ownership and the ability to exercise rights belonging to the transferred undertaking.
• Substitution and enforceability: Contracts and instruments binding Town & Country immediately before the appointed day become binding in favour of and against ANZ, as if ANZ had been the original party (s6(1)). Negotiable instruments and orders for payment are treated as if drawn by or payable to ANZ (s7(e)).
• Security rights and priorities: ANZ is entitled to the same rights and priorities in relation to securities transferred or deemed transferred to it, and subject to the same liabilities as Town & Country would have been (s7(c)). Where securities extend to future advances, subject to agreement, they cover future advances by ANZ (s7(b)).
• Use of business name: ANZ may carry on business under the business name “Town & Country Bank” once the Commissioner registers the name and ANZ complies with the Business Names Act requirements (s8(1)-(2)).
• Exercise of lease/licence rights: Where Town & Country has rights under a lease or licence that have not been assigned, ANZ may exercise those rights notwithstanding absence of assignment (s15(1)); Town & Country does not part with possession by permitting ANZ to exercise those rights (s15(2)).

ANZ’s statutory duties and administrative obligations

• Payment of State tax equivalent: ANZ must pay to the Treasurer a sum equal to the amount of State taxes and charges which, in the Treasurer’s opinion, it would have been liable for as a result of the transfer but for this Act. The Treasurer determines the amount (s13(1)-(2)). ANZ cannot complete the vesting without the Treasurer’s certificate (s2(2)).
• Certificate issuance and lodging: ANZ must have its Chief Executive Officer sign and lodge certificates where required , notably, to satisfy compliance with Corporations Law s268(1) with ASIC for charges (s21), and to obtain register amendments under s22(c). The CEO may certify matters in relation to the operation of the Act (s18).
• Business name registration: ANZ must apply for and comply with Business Names Act requirements to register “Town & Country Bank” as a business name before the Commissioner registers it (s8(2)).

Duties on the Treasurer and State authorities

• Determine and certify payment: The Treasurer determines the amount payable in lieu of State taxes according to principles he thinks appropriate, and issues a certificate when satisfied payment is made (s13(2)-(3)). The appointed day is required to be after the Treasurer’s certificate (s2(2)).
• Registrar of Titles: On request, production of instruments and payment of fees, the Registrar must amend the Register and Crown Grants and duplicate certificates to reflect vesting (s20). The Registrar is obliged to make such amendments (s20).
• Other registries: Persons or authorities keeping registers for kinds of property affected must accept CEO certificates as evidence that transfer requirements are met and make necessary amendments on request (s22(c)-(d)).

Rights and protections for third parties and customers

• Continuity of customer rights: Customers and depositors acquire the same rights and duties as would have existed if their relationship had been with ANZ before the appointed day; existing instructions, mandates and authorities to Town & Country are deemed to be given to ANZ unless revoked (s7(a)).
• Protection from having to enquire into excluded assets: Persons dealing with ANZ or Town & Country, and registrars, are not required to enquire whether property is an excluded asset and are not affected by notice that property is an excluded asset (s17(1)). Dealings by ANZ in respect of excluded assets are deemed in favour of the other party to have been properly authorised (s17(2)), though s17(3) preserves ANZ’s liability to Town & Country.
• Evidentiary treatment: Town & Country’s books and documents remain admissible evidence in favour of or against ANZ (s11(1)), and bankers’ books of Town & Country are deemed to be bankers’ books used in ANZ’s ordinary business for Evidence Act 1906 purposes (s11(2)).

Procedural rights in litigation

• Continuation of proceedings: Actions and causes of action pending or arising out of pre‑appointed day contracts or acts by Town & Country may be continued and enforced by or against ANZ without abatement, and courts can enter judgment against both parties if requested (s9(1)-(3)).
• Amendment for excluded-asset proceedings: Parties in proceedings concerning excluded assets may amend pleadings to substitute Town & Country for ANZ without cost orders against the amending party (s10(1)-(3)).

Constraints and residual duties

• Excluded assets remain with Town & Country: The Act explicitly excludes certain assets from vesting; rights and liabilities relating to those assets do not transfer (definition of excluded assets in s3(1)). Persons must respect that residual ownership.
• Compliance with banking laws: The Act does not exempt ANZ from compliance with any written law relating to companies carrying on the business of banking (s24).

These duties and rights are expressed in statutory terms, not left to agreement, but in several places the Act invites or preserves variation by agreement (for example, future advances under a security may be subject to agreement, s7(b)). Key operational obligations for ANZ before, on and after the appointed day are payment to the Treasurer (s13), certificate and lodgement activity (s18-23), and registration and naming compliance (s8, s20).

The Act does not create new criminal offences or specify monetary penalties or fines for failure to comply with its provisions. Enforcement largely operates through civil and administrative mechanisms and the ordinary powers of courts and registries.

Civil enforcement mechanisms

• Continuation and enforcement of proceedings: Section 9 preserves the ability of parties to continue any action, arbitration or proceeding by, against, or in favour of Town & Country, allowing ANZ to prosecute or defend such matters in its own name (s9(2)). Courts are empowered, at a party’s request, to make or enter judgments, orders or awards against both Town & Country and ANZ (s9(3)), which provides a mechanism to enforce monetary obligations against either entity.
• Certificates as evidence: Certificates signed under the Act by the Chief Executive Officer of ANZ are conclusive evidence of the matters certified for all purposes and in all courts, unless the contrary is established (s23(1)). A document purporting to be such a certificate will be taken to be one unless the contrary is shown (s23(2)). This makes the CEO certificate a powerful procedural tool in registry dealings and disputes; the evidentiary rule reduces litigation over the fact of vesting or transfer in many contexts.

Administrative enforcement and registry obligations

• Registrar of Titles and other registries have express duties: The Registrar must update the register on request and production of instruments and payment of fees (s20). Other registers and authorities must accept CEO certificates and make amendments (s22(c)-(d)). Failure by a Registrar to perform these ministerial tasks could be pursued through administrative law remedies or judicial review, but the Act itself does not set explicit penalties for non‑performance.
• Corporations Law compliance via certificate: For charges, compliance with Corporations Law s268(1) is to be taken as satisfied by lodging with ASIC a CEO certificate stating the vesting (s21). The mechanism simplifies compliance and reduces disputes over whether statutory filings were required; enforcement thus proceeds through ASIC’s statutory powers rather than through penalties in this Act.

Fiscal enforcement by the State

• Treasurer’s certificate and completion tie the transfer to payment: The appointed day must be after the Treasurer issues the certificate under s13(3) that the sum due is paid. The Act ties completion of vesting to the Treasurer’s satisfaction that ANZ has paid; in practice, the Treasurer can withhold the certificate (s13(3)), thereby preventing the appointed day from occurring. That is an administrative lever rather than a penal sanction in the Act itself, but has the practical consequence of suspending the statutory transfer pending payment.
• Treasurer’s broad discretion in determining amount: The Treasurer determines the payment “in accordance with such principles as the Treasurer thinks appropriate” (s13(2)). The Act therefore creates uncertainty for ANZ over the amount to be paid and shifts enforcement risk to the exercise of executive discretion; if ANZ refuses or fails to pay, the instrument preventing vesting remains in place until the Treasurer is satisfied.

Limits on liability and contract breaches

• Non‑breach protection: The Act provides that nothing effected by it or done or suffered under it is to be regarded as placing either bank in breach of contract, confidence, or as constituting a default under any agreement, including provisions prohibiting assignment or transfer, or the disclosure of information (s14(a)-(b)). This statutory non‑breach protection reduces the risk of contractual enforcement actions against either party for performing acts necessary to effect the vesting. It also provides that the transfer does not release sureties or obligees (s14(d)), leaving their rights intact.

Absence of explicit penalties

• No criminal or specific civil penalties: The Act contains no express criminal offences, pecuniary penalties, or regulatory sanctions for non‑compliance with its own procedures. Instead, it relies on the ordinary legal system (court orders, judgments) and administrative levers (Registrar obligations, Treasurer’s certificate) for enforcement.
• Reliance on other written laws: Section 24 expressly preserves ANZ’s obligations under any written law relating to companies carrying on banking. Enforcement of such written laws (licensing, prudential conditions, corporations law obligations) remains available through their own statutory penalty and enforcement frameworks, not through this Act.

Practical enforcement implications

• The principal practical enforcement lever available to the State under this Act is the Treasurer’s control over the certificate under s13(3), which controls the timing of vesting. For private parties, the chief enforcement device is the courts’ ability to continue and enforce pre‑existing proceedings against ANZ and the administrative conclusiveness of CEO certificates (s9; s23). For statutory filing requirements (e.g. charges), lodgement of CEO certificates substitutes for particular filing steps (s21), while remedies for failure to accept registry amendments must be sought through normal administrative routes.

In summary, enforcement is procedural, administrative and civil rather than penal. The Act provides protective language to avoid breaches of contract being caused by carrying out the statutory transfer (s14), confers conclusive proof through CEO certificates (s23), and places the Treasurer and registries at the centre of completion and record‑keeping (s13; s20-22).

The Act cross‑references and interacts with several state and Commonwealth statutory regimes and reliance on statutory definitions outside the Act affects its operation. All such interactions are prescribed in the Act; the Act also preserves continued applicability of other written laws.

Corporations Law and related definitions

• The Act frequently cites the Corporations Law for defined concepts and compliance contexts. It uses the Corporations Law in defining “company” in the reasons for enactment and in s3(1) references (see reasons). Section 21 refers to compliance with section 268(1) of the Corporations Law in relation to charges and deems a CEO certificate lodged with the Australian Securities Commission to suffice (s21). The Act was drafted when the Corporations Law was in force; the compilation other notes state the Corporations Law was superseded by the Corporations Act 2001. Practitioners must confirm the current statutory correspondence of the referenced provisions and the relevant agency (e.g. ASIC) for lodgements.
• Section 16(2) terminates the mutual service deeming whenever Town & Country ceases to be a related body corporate of ANZ “within the meaning of section 9 of the Corporations Law” (s16(2)). The operation of s16 therefore depends on the external definition of “related body corporate”; changes in corporate law definitions alter the endpoint for s16’s service rule.

Banking regulation and Commonwealth consent

• The Act records at the level of introductory recitals that the Treasurer of Australia consented under s63 of the Banking Act 1959 to the amalgamation of the banking business of Town & Country with that of ANZ (reasons for enactment paragraph 8). Section 24 expressly states that nothing in this Act exempts ANZ from provisions of any written law relating to companies carrying on the business of banking (s24). Consequently, ANZ remains subject to Commonwealth and State banking and corporations regulation.

Evidence Act 1906

• Bankers’ books: Section 11(2) deems Town & Country’s bankers’ books to be bankers’ books used in ANZ’s ordinary business for the purposes of sections 89 to 96 of the Evidence Act 1906 (s11(2)). This creates an evidentiary bridge for the reception of documentary proof in proceedings and indicates that the Act’s operation interfaces directly with existing evidence rules, at least as those sections stood at enactment.

Business Names Act 1962

• Registration of the business name “Town & Country Bank” for ANZ is specifically governed by the Business Names Act 1962 (s8(1)-(2)). ANZ must apply under that Act and comply with its provisions. The Commissioner under the Business Names Act is the official actor for registering the name.

Transfer of Land Act 1893 and land registries

• The Act directs the Registrar of Titles to affect amendments to the Register and Crown Grants and duplicate certificates of title necessary because of the operation of this Act on production of relevant instruments and payment of fees pursuant to the Transfer of Land Act 1893 (s20). Section 19 deems ANZ to be the registered proprietor of any land vested in it by virtue of this Act for the purposes of the Transfer of Land Act 1893 (s19). The compilation notes show section 20 was amended by the Transfer of Land Amendment Act 1996 (No. 81 of 1996 s153(1)). Practitioners must follow the procedures in the Transfer of Land Act and comply with fee requirements.

Other statutory registries and authorities

• Section 22 requires persons or authorities with responsibility for keeping a register in respect of property that becomes ANZ’s under the Act to accept a CEO certificate as compliance with transfer requirements and to make necessary amendments (s22(c)-(d)). This empowers administrative bodies under other written laws to treat the CEO certificate as satisfying transfer formalities.

Interplay with contracts and private law

• The Act renders actions done under it not to be a breach of contract, confidence, or default under law or provisions prohibiting assignment or disclosure (s14(a)-(b)). In effect, where private contracts prohibit assignment or disclosure, the Act overrides those clauses to the extent necessary for the transfer to operate; nevertheless, excluded assets remain protected from transfer (s3(1)). This statutory override operates in tension with private contractual autonomy but is expressed in the Act as a specific legal outcome.

Common law and judicial process

• Section 9 allows proceedings to continue or be enforced by or against ANZ as if the proceedings were originally by or against Town & Country (s9(2)). Evidence admissibility provisions in s11(1) and s23(1) interact with court evidentiary rules by shifting documentary presumptions to favour ANZ. Courts retain their ordinary power to adjudicate disputes but must accept the statutory continuance and conclusive nature of certificates unless the contrary is shown.

Practical consequences of statutory interactions

• Definitions and cross‑references to external statutes (Corporations Law, Evidence Act, Business Names Act, Transfer of Land Act) mean that implementing parties must align procedural steps to the current versions and administrative processes of those statutes. The compilation notes signal that the Corporations Law was later superseded by the Corporations Act 2001; practitioners must map the historic references to their modern equivalents for filings and to determine when concepts such as “related body corporate” will cease to apply.
• The Treasurer’s role in taxation treatment (s13) interacts with state tax laws: the Act does not itself specify which taxes are at issue; rather, it leaves that to the Treasurer’s opinion and principles the Treasurer thinks appropriate (s13(1)-(2)). The interplay therefore depends on State tax administration practice and could affect timing for the appointed day.

In sum, the Act functions as a statutory transfer that relies on, and modifies the operation of, a range of existing statutory frameworks for corporate, property, evidentiary and registry matters. Effective implementation requires coordination with those regimes and attention to current equivalents of the statutes cited in the Act.

The compilation material annexed to the Act identifies the Act’s assented date, commencement and amendments. Key amendments and editorial history supplied in the Act text are:

• Enactment and commencement: The Australia and New Zealand Banking Group Limited (Town & Country) Act 1995 received Royal Assent on 29 June 1995. Sections 3 and 13 commenced on the day of Royal Assent (29 June 1995) (see s2(3) and compilation table). The balance commenced on proclamation, with the Gazette noting commencement on 1 July 1995 (s2(1); compilation table).
• Transfer of Land Amendment Act 1996: Section 20 of this Act was amended by the Transfer of Land Amendment Act 1996, No. 81 of 1996, section 153(1). The compilation text includes the notation “[Section 20 amended: No. 81 of 1996 s. 153(1).]” and the compilation table records the Transfer of Land Amendment Act as assented 14 November 1996 with that amendment commencing on that date (compilation table). The insertion indicates that the procedure for amending the Register under s20 was adjusted by subsequent transfer-of-land reform.
• Reprint and consolidation: The compilation notes state Reprint 1 as at 10 October 2003 incorporates the 1996 amendment. The reprint status indicates the Act has been consolidated with later textual amendments up to that date.
• Other notes regarding external laws: The compilation notes include a statement that the Corporations Law was superseded on 15 July 2001 by the Corporations Act 2001 of the Commonwealth. This is an extrinsic note rather than an amendment to this Act, but it affects the external statutory references in the Act (Other notes, point 1).
• Uncommenced provisions table: The compilation contains an “Uncommenced provisions table” referencing an Evidence Act 2025 Pt. 12 Div. 3 as uncommenced; this appears in the compilation material and is not a direct amendment to this Act but part of the legislative database notes about related amendments or cross‑references.

No other amendments are recorded in the provided compilation excerpts. The Act’s internal mechanics (vesting, certificates, rights) remain intact, with the principal textual alteration expressly noted being the Transfer of Land Amendment Act 1996 amendment to s20. The compilation also indicates this Act’s reprint status as of 10 October 2003, so any amendments after that date would need to be checked against the jurisdiction’s current consolidated statute book.

Practical implications of amendment history

• The 1996 amendment to s20 is material for land registry practice because s20 governs the Registrar of Titles’ obligations to update registers and documents; practitioners should consult the amended Transfer of Land provisions that were enacted by the 1996 amending Act.
• The note that the Corporations Law was superseded by the Corporations Act 2001 is relevant for any procedural references in this Act that rely on definitions or sections of the Corporations Law (for example, the reference to “related body corporate” in s16(2) and s21’s reference to Corporations Law s268(1)); re‑mapping to the Corporations Act 2001 equivalents is required for contemporary compliance.
• The reprint as at 10 October 2003 indicates the Act was consolidated up to that date. For current practice, users must check the State legislation database for any amendments or reprints after 2003 and confirm whether the substantive machinery remains unchanged.

The Act’s text and the compilation notes together are the authoritative source of recorded amendments in the enclosed material. Any further legislative changes or legislative history beyond what is compiled here must be sought in the parliamentary and statutory records or the State’s up‑to‑date consolidated legislation database.

The Act itself contains no reported judicial decisions, case citations or litigation record within the text supplied. It does, however, create several procedural pathways deliberately intended to limit litigation friction in the course of the transfer and to preserve ongoing litigation rights.

Statutory preservation of proceedings: Section 9 preserves actions, arbitrations and proceedings pending on the appointed day, or arising after the appointed day from contracts pre‑dating the appointed day, allowing their continuance by or against ANZ without abatement (s9(1)-(2)). The section expressly allows courts, tribunals or arbitral bodies, at the request of a party in whose favour a judgment, order or award is being entered, to make or enter it against both Town & Country and ANZ (s9(3)). This provision was designed to reduce dispute‑resolution disruption by making the change of party seamless for ongoing litigation.

Evidential facilitation: Section 11 makes books and documents previously admissible for or against Town & Country admissible for or against ANZ (s11(1)), and deems bankers’ books of Town & Country to be bankers’ books used in the ordinary business of ANZ for Evidence Act 1906 ss89-96 purposes (s11(2)). The effect is to smooth evidentiary transitions and reduce litigation over documentary admissibility following the transfer.

Amendment mechanism for excluded asset proceedings: Section 10 permits parties to amend writs, pleadings or other documents filed in a proceeding relating to an excluded asset by substituting Town & Country for ANZ, without cost orders for the amending party and to continue the action as if Town & Country had been a party originally (s10(1)-(3)). The section recognises that excluded assets remain with Town & Country and provides a clean procedural route to correct party names in litigation.

Conclusive certificates: Section 23 makes certificates under the Act conclusive evidence of the matters certified, except so far as the contrary is established (s23(1)). Documents purporting to be such certificates are prima facie taken to be certificates and properly given unless the contrary is shown (s23(2)). This evidentiary rule reduces the scope for procedural challenges to the factual basis of the transfer and can shorten disputes about title or vesting status.

Absence of reported cases in the Act: The text provided contains no references to judicial decisions interpreting the Act. The Act’s drafting intention appears to be to foreclose many fertile sources of litigation by statutory deeming, substitution and conclusive certificates. Nevertheless, the courts retain their ordinary jurisdiction to resolve disputes , including those about the limits of excluded assets, the correctness of registry amendments, the validity of CEO certificates, and the interpretation of what amounts might be due under s13 if contested by ANZ , but no decisions are recorded in the material supplied.

Practical steps for locating litigation: For practitioners wishing to identify any litigation since enactment, searches in State and Federal law reports, tribunal decisions and databases (including registries for proceedings in the Supreme Court of Western Australia, Federal Court, and published appeals) would be necessary. Given the Act’s provisions intended to limit contestable issues (s6; s9; s11; s23), disputes that did arise are more likely to concern matters outside the Act’s clear statutory deeming (for example, the correct application of the excluded‑asset schedule, the Treasurer’s exercise of discretion under s13, or particularities of registration where documentary proof was contested).

In short, the Act supplies multiple procedural devices to reduce friction and conserve existing litigation rights, but the provided text contains no recorded litigation history or reported cases to summarise.

The Act contains several technical features and drafting choices that can produce operational pitfalls if overlooked. These are concrete mechanics rather than policy judgements; practitioners must identify and manage them.

1. Appointment of the appointed day is conditional and twofold. The Governor may appoint the day by Gazette (s3(2)), but s2(2) requires the appointed day to be after the Treasurer gives a certificate under s13. The Treasurer’s certificate is therefore a gating condition and the timing of vesting depends on executive satisfaction that the amount in lieu of State taxes and charges has been paid (s2(2); s13(3)). The practical “gotcha” is that the statutory transfer cannot be completed until the Treasurer is satisfied even if all corporate and debtor‑creditor consents are in place.

2. Broad Treasurer discretion over amounts. Section 13(2) allows the Treasurer to determine the amount “in accordance with such principles as the Treasurer thinks appropriate.” There is no statutory standard, appeal mechanism or prescribed calculation method set out in the Act. ANZ faces uncertainty as to the quantum and basis of the payment which may affect negotiation, settlement timing and cashflow forecasting.

3. Excluded assets are tightly and specifically enumerated. The Act’s excluded assets list (s3(1)(a)-(h)) is specific and technical (naming companies, trusts and particular agreements). If an asset is mistakenly treated as transferred when it is excluded, registries and counterparties may rely on s17(1) to avoid inquiry, but s17(3) preserves ANZ’s liability to Town & Country in respect of anything done or purporting to be done in relation to an excluded asset (s17(3)). Practically, parties must check the Act’s schedule and reconcile it against corporate records to avoid ownership and title disputes.

4. Reliance on external statutory definitions. The service deeming in s16 ceases when Town & Country ceases to be a related body corporate of ANZ “within the meaning of section 9 of the Corporations Law” (s16(2)). As the compilation notes indicate the Corporations Law was superseded by the Corporations Act 2001, the relevant definition may have migrated. Failure to map to the modern statutory equivalent could produce errors in calculating the period during which service on one is service on both.

5. CEO certificates are highly conclusive but can be challenged only “so far as the contrary is established” (s23(1)). In practice, a CEO certificate lodged with a registry will be taken as conclusive, and reversing or challenging it may be costly and evidentially difficult. If a certificate is incorrect or inadvisedly issued, undoing its effects can be complex.

6. Registrar and other authority procedural steps have documentary and fee preconditions. Section 20 obliges the Registrar of Titles to amend registers “on being requested to do so and on production of any relevant Crown Grant or duplicate certificate of title or other relevant instrument and payment of any relevant fees” (s20). Practitioners must ensure all title instruments are available and relevant fees are paid; failure to produce the required documents will prevent registry amendments.

7. Treatment of securities and future advances. Section 7(b)-(c) deems securities to have been transferred and available to secure future advances by ANZ “subject to any agreement between ANZ and that person.” The “subject to agreement” qualifier permits parties to contract otherwise, but absent agreement ANZ gains broad entitlement. Lenders and borrowers must review existing security documentation to confirm whether their exposures and priorities are preserved as intended.

8. Non‑breach protection is broad but not absolute. Section 14 declares that nothing done under the Act is to be regarded as breach of contract or confidentiality or as constituting default that permits termination (s14(a)-(c)). However, this statutory protection likely does not immunise either party from obligations already owed to third parties where the statute does not expressly override particular statutory regimes beyond those covered by the Act. Practitioners must not assume the Act provides universal immunity; they must check the specific contract and statutory contexts.

9. Corporations Law s268(1) substitution requires correct lodging with the Australian Securities Commission. Section 21 treats s268(1) of the Corporations Law as complied with if a CEO certificate is lodged with the Australian Securities Commission (s21). That mechanism depends on the continuance or equivalent provision of governing company law and on lodging with the correct authority; changes in the corporate filing regime (such as the institutional transition to ASIC) require attention.

10. Registration of the business name is procedural yet compulsory. ANZ must apply under the Business Names Act 1962 for registration of “Town & Country Bank” and comply with that Act’s provisions (s8(2)). Failure to proceed in the specified order may delay use of the business name, branding and customer notice processes.

These “gotchas” combine timing and administrative dependencies, reliance on external statutory definitions, and the conclusive nature of CEO certificates. The mechanics concentrate risk on executive discretion (Treasurer) and on accurate, timely documentary processes by ANZ (certificates, lodging, registry presentations). Practitioners should plan to reconcile the excluded‑asset schedule, coordinate with the State revenue office early, assemble required title and corporate documents, and ensure correct lodgement procedures for corporate filings.

For lawyers, compliance officers, accountants and registrars tasked with implementing the statutory transfer, the Act sets out a sequence of concrete steps, each with document and lodging requirements. The following is a practical compliance checklist mapped to the relevant provisions.

1. Early coordination with the Treasurer’s office (s13; s2)

   • Engage the State Treasurer’s office early to identify which State taxes and charges will be regarded as payable in respect of the transfer and to agree practical principles for calculating the amount the Treasurer will determine under s13(2).
   • Coordinate the timing of payment so that the Treasurer can give the certificate required under s13(3). Remember that the appointed day must be after the day the Treasurer gives that certificate (s2(2)).
   • Ensure funds are available and that there is a clear point of contact in the Treasurer’s office for certification once payment is made.

2. Governor’s proclamation and appointed day (s3(2); s2)

   • Once the Treasurer’s certificate is expected to be provided, liaise with State executive advisers to arrange the Governor’s Gazette notice of the appointed day under s3(2).
   • Ensure that the appointed day does not precede the Treasurer’s certificate and that the proclamation appears in the Gazette as required by s2(1).

3. Compile and reconcile the excluded-asset schedule (s3(1); s17)

   • Cross‑check Town & Country’s asset register against the Act’s excluded assets list in s3(1)(a)-(h). Ensure named companies, trust units, loans and specific agreements are properly accounted for.
   • Identify assets that are excluded and prepare documentation to keep title and liability with Town & Country for those assets. Prepare to use s10 to amend litigation documents where necessary in relation to excluded assets.

4. Prepare CEO certificates and corporate filings (s18; s21; s22; s23)

   • The Chief Executive Officer of ANZ must be ready to sign certificates provided for under the Act (s18). Prepare templates for the CEO certificate required for ASIC (to satisfy Corporations Law s268(1) per s21), registries of other property (s22), and any internal confirmations.
   • Keep originals and certified copies of CEO certificates. Note the conclusive evidentiary effect under s23 but preserve supporting documentation in case the contrary must be established.

5. Business name registration (s8)

   • Prepare and lodge the application under the Business Names Act 1962 to register “Town & Country Bank” as ANZ’s business name before the Commissioner registers it (s8(2)).
   • Ensure compliance with advertising, disclosure and signage obligations under the Business Names Act once the name is registered.

6. Title and registry amendments (s19; s20; s22)

   • For land vested by the Act, prepare Crown Grant or duplicate certificate of title or other relevant instruments and be ready to pay any Registrar fees specified by the Transfer of Land Act 1893 (s20). Lodge these with the Registrar of Titles and request amendments to the Register (s20).
   • For other property types, identify the authority responsible for keeping the relevant register and prepare to lodge a CEO certificate pursuant to s22(c) together with any required instruments for amendment (s22(c)-(d)).

7. Customer, borrower and counterparty notification and operational steps (s7)

   • Notify customers and depositors that their relationship, accounts, and mandates are now held by ANZ by statutory operation (s7(a)). Update account records, direct debits, standing instructions and set‑off arrangements.
   • Review loan and security documentation to ensure securities are properly recorded as transferred or deemed transferred to ANZ and consider whether any agreement is needed to cover future advances where applicable (s7(b)).
   • For counterparties concerned about excluded assets, use s17 to explain the statutory protections for third parties and the internal accounting treatment.

8. Litigation and evidence readiness (s9; s10; s11)

   • Notify litigation counterparties of the statutory substitution where proceedings are ongoing (s9(2)). Prepare to request joint judgments against both banks where necessary (s9(3)).
   • For proceedings concerning excluded assets, prepare amendments substituting Town & Country for ANZ where necessary pursuant to s10(1).
   • Preserve and organise bankers’ books and records so Town & Country’s books are available and admissible as evidence for ANZ’s business purposes (s11(1)-(2)).

9. Corporate and regulatory compliance (s21; s24)

   • Lodge the ASIC certificate required by s21 stating that the undertaking has become vested in ANZ to satisfy filing obligations relating to charges under the Corporations Law/Corporations Act regime.
   • Ensure ANZ continues to comply with all written laws relating to companies carrying on the business of banking; do not rely on the Act to avoid banking regulatory obligations (s24).

10. Service and relationship management (s16)

• Note that service on ANZ is deemed service on Town & Country and vice versa after the appointed day until Town & Country ceases to be a related body corporate of ANZ (s16(1)-(2)). Keep centralized service addresses updated and monitor corporate relationship status change events that end the mutual service deeming.

11. Recordkeeping and audit trail

• Maintain a robust record of the Treasurer’s certificate, Governor’s proclamation, CEO certificates and registrar receipts. Retain copies of all lodgements and the ancillary documents required for s20 and s22 amendments.
• Prepare internal audit and compliance reports documenting that the transfer was completed in accordance with the Act and that all filings, fees and certificates were lodged.

12. Risk allocation and indemnities

• Given s14’s statutory protection against being regarded as in breach of contract for actions taken under the Act, still review collateral indemnities and representations in key contracts. Document any arrangements with counterparties regarding future advances under existing securities (s7(b)).

13. Verify external statutory equivalents

• Map references in the Act to current statutory provisions: the Corporations Law references may need mapping to the Corporations Act 2001 equivalents (compilation note). Confirm the correct contemporary filing destination (ASIC) and equivalent section numbers where applicable.

Following these steps and documenting each stage against the statutory requirements , Treasurer certificate, Governor proclamation, CEO certificates, registrar amendments, ASIC lodgements, business name registration, and customer notifications , will align operational actions with the Act’s legal mechanics and reduce implementation risk.