Section 11 - Australian Mutual Provident Society (Demutualisation and Reconstruction) Act 1997 - Effect of conversion

11Effect of conversion

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11 Effect of conversion

(1) The conversion of AMP to a company limited by shares under this Part does not—

(a) create a new legal entity, or

(b) affect AMP’s existing property, rights or obligations (except as against the members of AMP in their capacity as members), or

(c) render defective any legal proceedings by or against AMP or its members.

(2) Subject to this section, AMP is demutualised and reconstructed at the conversion time, and at that time—

(a) the members of AMP other than AMP shareholders cease to be members of AMP, and

(b) each AMP shareholder becomes a member of AMP if not already a member, and

(c) each AMP shareholder is taken to hold the shares specified or determined for that person under section 7 (2) (f) (iv), and

(d) the shareholders of AMP have such liability as members of AMP to contribute to the property of AMP as is provided by this Act or the Australian Mutual Provident Society Act 1988, and

(e) the By-laws are taken to be amended in Part 1 by—

(i) omitting clause II and inserting instead the statement made in that application in compliance with section 7 (2) (f) (i), and

(ii) omitting clause III and inserting instead the statement that the liability of the members of AMP is limited, and

(f) the By-laws are taken to be amended by omitting Part 2 and inserting instead the provisions of Table A of Schedule 1 to the Corporations Law.

(3) If the certificate of conversion states, with AMP’s consent, a shareholding time that is earlier than the conversion time—

(a) AMP will be taken to have the authorised share capital referred to in section 7 (2) (f) (i) and the AMP shareholders will be taken to hold the shares specified or determined under section 7 (2) (f) (iv) as from that time, and

(b) until the conversion time—

(i) the rights attaching to those shares (excluding the right to participate in a distribution of surplus assets on the winding up of AMP) are the rights that will attach to the shares immediately after the conversion time, and