The Act provides a statutory mechanism for one bank to become the legal successor to another so the receiving bank acquires the transferring bank’s business, assets and liabilities on a day fixed by the Treasurer (subject to Reserve Bank certification that depositors are protected). It affects named receiving and transferring banks, depositors, State governments, counterparties and employees, and matters because it enables bank integration with tax/stamp exemptions, continuity of contracts and employment, executive decision-making power, and a compensation backstop where property is taken otherwise than on just terms.
The Bank Integration Act 1991 creates a statutory mechanism to transfer the entire business of nominated "transferring banks" to nominated "receiving banks" on a Treasurer-fixed "succession day". The Act operates in three broad phases: preparatory steps (Part 2), the reorganisation itself (Part 3), and ancillary taxation, evidentiary and miscellaneous rules (Parts 4 and 5).
Under s 7 a receiving bank (other than BNZ) that has agreed with its transferring counterpart, having regard to Commonwealth Government policy on bank integration, may notify the Reserve Bank and the Treasurer. BNZ receives parallel but geographically limited rights in respect of BNZ Savings' Australian operations. The Reserve Bank must then certify under s 8, using its Banking Act 1959 Part II powers, that depositors of both entities (or, for BNZ, their Australian operations) would be adequately protected. Only once that certificate is issued, and after the Treasurer has consulted the relevant State Treasurer or New Zealand Minister as required by s 9, may the Treasurer publish a Gazette notice fixing the succession day. That day cannot pre-date the Gazette publication (s 9(3)).
Section 11 adds a further precondition for all banks except the Commonwealth Bank and BNZ: complementary State legislation must have been enacted. That State legislation must, at minimum, declare the receiving bank the successor in law, vest assets, transfer liabilities, grant tax exemptions at State level, and dissolve the transferring entity on the succession day.
Once the succession day arrives, the substantive effects are sweeping. Section 12(1) provides that the receiving bank "becomes the successor in law" of the transferring bank (other than BNZ). For BNZ the effect is limited to the Australian operations of BNZ Savings (s 12(2)). Section 13 then particularises that all assets "wherever located" vest in or become available to the receiving bank and all liabilities "wherever located" become liabilities of the receiving bank. The same subsection applies a parallel but geographically and operationally limited transfer for BNZ Savings assets and liabilities referable to Australian operations.
Current sections
Direct links to the current provisions in Bank Integration Act 1991.
34
Part 1
Preliminary
Part 1—Preliminary
1
Short title
1 Short title
This Act may be cited as the Bank Integration Act 1991.
2
Commencement
2 Commencement
This Act commences on the day on which it receives the Royal Assent.
3
Extension to external Territories
3 Extension to external Territories
This Act extends to all external Territories.
4
Crown to be bound
4 Crown to be bound
This Act binds the Crown in right of the Commonwealth, of each of the States, of the Northern Territory and of the Australian Capital Territory.
5
Interpretation
5 Interpretation
(1) In this Act, unless the contrary intention appears:
asset means property, or a right, of any kind, and includes:
(a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and
(b) any chose in action; and
(c) any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and
(e) a CGT asset within the meaning of the Income Tax Assessment Act 1997.
authorised person, in relation to a particular provision, a particular receiving bank and the relevant transferring bank, means:
(a) the Treasurer; or
(b) if the Treasurer designates, in writing:
(i) the chief executive officer or another senior executive of the receiving bank; or
(ii) an SES employee or acting SES employee;
as an authorised officer in relation to that provision and those banks—the officer so designated.
BNZ means Bank of New Zealand.
BNZ Savings means Bank of New Zealand Savings Bank Limited.
business, in relation to a bank, includes the assets and liabilities of the bank.
chief executive officer, in relation to a receiving bank, means the officer having the day to day management of the affairs of the bank and includes an officer acting from time to time in that capacity.
Commonwealth Bank means the Commonwealth Bank of Australia.
Commonwealth Savings Bank means the Commonwealth Savings Bank of Australia.
complementary legislation, in relation to the operation of this Act in respect of a particular receiving bank (other than the Commonwealth Bank or the BNZ) and the relevant transferring bank, means legislation of the kind referred to in subsection 11(1) in relation to those banks.
incorporating State means:
(a) in relation to a receiving bank other than the Commonwealth Bank, the Westpac Banking Corporation or BNZ—the State in which the bank was incorporated; and
(b) in relation to the Westpac Banking Corporation—New South Wales.
instrument includes a document and an oral agreement.
interest, in relation to land, includes:
(a) a legal or equitable estate or interest in the land; or
(b) a right, power or privilege over, or in relation to, the land.
liability includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective).
parallel New Zealand legislation, in relation to the operation of this Act in respect of BNZ and BNZ Savings, means a law of New Zealand to vest the undertaking of BNZ Savings in BNZ and to enable the subsequent dissolution of BNZ Savings.
proceeding to which this Act applies, in relation to a receiving bank, means a legal proceeding (including a proceeding before an administrative tribunal or an arbitration) that relates to business that becomes transferred business in relation to that bank.
receiving bank means a bank whose name is included in Column 1 of Schedule 1.
relevant receiving bank, in relation to a transferring bank, means the receiving bank whose name is included in Column 1 of Schedule 1 opposite the name of the transferring bank in Column 2 of that Schedule.
relevant transferring bank, in relation to a receiving bank, means a transferring bank whose name is included in Column 2 of Schedule 1 opposite the name of the receiving bank in Column 1 of that Schedule.
security, in relation to payment of a debt or other liability, includes an agreement to give such a security on demand or otherwise.
succession day, in relation to a receiving bank and a relevant transferring bank, means the day fixed under section 9 as the succession day for those banks.
tax includes:
(b) stamp duty; and
(c) any other tax, duty, levy or charge; and
(d) any fee (however described) that is not a tax.
transferred asset, in relation to a receiving bank, means an asset that has become, under this Act, an asset of the receiving bank.
transferred business, in relation to a receiving bank, means the business that has become, under this Act, business of the receiving bank.
transferred liability, in relation to a receiving bank, means a liability that has become, under this Act, a liability of the receiving bank.
transferring bank means a bank whose name is included in Column 2 of Schedule 1.
translated instrument, in relation to a particular transferring bank, means an instrument (including a legislative instrument other than this Act) subsisting immediately before the succession day for that bank and the relevant receiving bank:
(a) to which the transferring bank is a party; or
(b) that was given to, by or in favour of, the transferring bank; or
(c) that refers to the transferring bank; or
(d) under which money is, or may become, payable, or other property is, or may become, liable to be transferred, to or by the transferring bank.
(2) Where reference is made in this Act to anything done for a purpose connected with, or arising out of, the operation or effect of this Act or of any complementary legislation or any parallel New Zealand legislation, that reference is taken to include any transaction entered into, or any instrument or document made, executed, lodged or given, for that purpose.
6
Extra‑territorial operation of Act
6 Extra‑territorial operation of Act
(1) It is the intention of the Parliament that this Act should apply, as far as possible, in relation to the following:
(a) land outside Australia;
(b) things outside Australia;
(c) acts, transactions and matters done, entered into or occurring outside Australia;
(d) land, things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of a foreign country.
(2) Subsection (1) applies to BNZ and BNZ Savings only in so far as the extraterritorial operation of the Act is necessary to deal with the business of BNZ Savings that relates to its Australian operations.
Part 2
Steps leading to bank reorganisations
Part 2—Steps leading to bank reorganisations
7
Notice of proposed bank reorganisation
7 Notice of proposed bank reorganisation
(1) Where, having regard to Commonwealth Government policy concerning integration of banks, a receiving bank (other than BNZ) and the relevant transferring bank agree to seek the statutory vesting of the business of the transferring bank in the receiving bank, the receiving bank may give notice in writing of their agreement:
(a) to the Reserve Bank; and
(b) to the Treasurer.
(2) Where, having regard to Commonwealth Government policy concerning integration of banks, BNZ and BNZ Savings agree to seek the statutory vesting of the business of BNZ Savings that relates to its Australian operations in BNZ, BNZ may give notice in writing of their agreement:
(a) to the Reserve Bank; and
(b) to the Treasurer.
8
Reserve Bank certification
8 Reserve Bank certification
(1) Where the Reserve Bank receives notice of a proposal under paragraph 7(1)(a) from a receiving bank, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of both the receiving bank and of the relevant transferring bank would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
(2) Where the Reserve Bank receives a notice of a proposal under paragraph 7(2)(a) from BNZ, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of BNZ in its Australian operations and of BNZ Savings in its Australian operations would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
9
Treasurer may fix succession day for a particular receiving bank and transferring bank
9 Treasurer may fix succession day for a particular receiving bank and transferring bank
(1) Subject to sections 10 and 11, where the Treasurer receives notice of a proposal under paragraph 7(1)(b) from a receiving bank, he or she may:
(a) if the receiving bank is the Commonwealth Bank—in consultation with the chief executive officer of the bank; and
(b) if the receiving bank is another bank—in consultation with the Treasurer (however described) of the incorporating State and the chief executive officer of the bank;
by notice published in the Gazette, fix a day on which the business of the relevant transferring bank is to vest in the receiving bank.
(2) Subject to section 10, where the Treasurer receives notice of a proposal under paragraph 7(2)(b) from BNZ, he or she may, in consultation with the Minister of Finance of New Zealand and the chief executive officer of BNZ, by notice published in the Gazette, fix a day on which the business of BNZ Savings that relates to its Australian operations is to vest in BNZ.
(3) The day fixed in a notice under subsection (1) or (2) is to be called the succession day for the receiving bank and the relevant transferring bank referred to in the notice and must not be a day occurring before the day of publication of the notice.
10
Interests of depositors of transferring banks to be protected
10 Interests of depositors of transferring banks to be protected
The Treasurer must not fix a succession day for a receiving bank and a relevant transferring bank unless the Treasurer is satisfied, having regard to the certificate given to the Treasurer by the Reserve Bank under section 8 and to any other relevant matter of which the Treasurer is aware, that the interests of the depositors of the receiving and transferring banks are adequately protected.
11
Complementary legislation to be enacted
11 Complementary legislation to be enacted
(1) The Treasurer must not fix a succession day for a receiving bank (other than the Commonwealth Bank or BNZ) and the relevant transferring bank unless he or she is satisfied that legislation has been enacted in the State in which both the transferring bank and the receiving bank are established to facilitate the proposed vesting of the business of the transferring bank in the receiving bank.
(2) Complementary legislation under subsection (1) must include provision:
(a) to ensure that the receiving bank is taken, on the succession day, to be the successor in law to the transferring bank; and
(b) without limiting the generality of the concept of successor in law, to ensure that, on the succession day:
(i) the assets of the transferring bank vest in, or are otherwise available for the use of, the receiving bank; and
(ii) the liabilities of the transferring bank become liabilities of the receiving bank; and
(c) to secure exemption from any tax imposed under the law of that State in respect of:
(i) the operation or effect of this Act or that complementary legislation; or
(ii) anything done for a purpose connected with, or arising out of, that operation or effect; and
(d) to provide for the dissolution on the succession day of the company that operated as the transferring bank.
(3) In subsection (2):
tax, in relation to the complementary legislation of a particular State, does not include any fee or tax prescribed by the Corporations Regulations of that State.
Part 3
Bank reorganisations
Part 3—Bank reorganisations
12
Consequence of succession day
12 Consequence of succession day
(1) On the succession day for a receiving bank (other than BNZ) and the relevant transferring bank, the receiving bank becomes the successor in law of the transferring bank.
(2) On the succession day for BNZ and BNZ Savings, the business of BNZ Savings that relates to its Australian operations ceases to be the business of that bank and becomes the business of BNZ.
13
Assets and liabilities
13 Assets and liabilities
(1) Without limiting, by implication, the operation of subsection 12(1), on the succession day for a receiving bank and the relevant transferring bank:
(a) all assets of the transferring bank, wherever located, vest in, or are otherwise available for the use of, the receiving bank; and
(b) all liabilities of the transferring bank, wherever located, become liabilities of the receiving bank.
(2) Without limiting, by implication, the operation of subsection 12(2), on the succession day for BNZ and BNZ Savings:
(a) all assets of BNZ Savings, wherever located, acquired in respect of the business of BNZ Savings that relates to its Australian operations:
(i) vest in, or are otherwise available for the use of, BNZ; and
(ii) are to be treated as assets acquired in respect of the business of BNZ that relates to its Australian operations; and
(b) all liabilities of BNZ Savings, wherever located, incurred in respect of the business of BNZ Savings that relates to its Australian operations:
(i) become liabilities of BNZ; and
(ii) are to be treated as liabilities incurred in respect of the business of BNZ that relates to its Australian operations.
14
Translated instruments
14 Translated instruments
(1) Subject to subsection (2), each translated instrument in respect of a particular transferring bank continues to have effect, according to its tenor, on and after the succession day for that bank and the relevant receiving bank, as if a reference in the instrument to the transferring bank were a reference to the receiving bank.
(2) In its application to translated instruments in respect of BNZ Savings, subsection (1) applies to those instruments only in so far as they relate to business of the bank relating to its Australian operations.
15
Places of business
15 Places of business
(1) Subject to subsection (2), on and after the succession day for a receiving bank and the relevant transferring bank, a place that, immediately before that day, was a place of business for the transferring bank is taken to be a place of business for the receiving bank.
(2) In its application to BNZ and BNZ Savings, subsection (1) applies only to places of business in Australia or the external Territories.
16
Transferring banks to lose authority to carry on banking business
16 Transferring banks to lose authority to carry on banking business
On the succession day for a receiving bank (other than the Commonwealth Bank) and the relevant transferring bank, the authority to carry on banking business in Australia that was granted to the transferring bank under section 9 of the Banking Act 1959 is revoked.
17
Legal proceedings and evidence
17 Legal proceedings and evidence
(1) Subject to subsection (2), where, immediately before the succession day for a receiving bank and the relevant transferring bank, proceedings (including arbitration proceedings) to which the transferring bank was a party were pending or existing in any court or tribunal, the receiving bank is, on that day, substituted for the transferring bank as a party to the proceedings and has the same rights in the proceedings as the transferring bank had.
(2) Subsection (1) only applies to proceedings to which BNZ Savings was a party if those proceedings relate to the business of that bank that relates to its Australian operations.
(3) Where, before the succession day for a receiving bank and the relevant transferring bank, documentary or other evidence would have been admissible for or against the interests of the transferring bank, that evidence is admissible, on or at any time after that day, for or against the interests of the receiving bank.
18
Permitted business names
18 Permitted business names
(1) For a period of 6 months beginning on the succession day in relation to a transferring bank whose name is included in Column 1 of Schedule 2, the relevant receiving bank may operate in a State or Territory under any name (in this section called a permitted business name in relation to that receiving bank) that is included in Column 2 of that Schedule opposite the name of that transferring bank.
(2) This section does not prevent a receiving bank from:
(a) operating in a State or Territory under a name other than a permitted business name; or
(b) registering a name on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.
19
Employment unaffected
19 Employment unaffected
(1) This section applies to every person who, immediately before the succession day fixed for a receiving bank and a relevant transferring bank, was performing duty in the transferring bank.
(2) The terms and conditions of employment (including any accrued entitlement to employment benefits) of each person to whom this section applies are not affected by the operation or effect of this Act or of any complementary legislation.
20
Receiving banks to do what is necessary to carry out reorganisation
20 Receiving banks to do what is necessary to carry out reorganisation
Each receiving bank must do whatever is necessary to ensure that this Part is fully effective, particularly in relation to its business outside Australia.
Part 4
Taxation matters
Part 4—Taxation matters
21
Exemptions from certain taxes and charges
21 Exemptions from certain taxes and charges
(1) Tax is not payable under a law of the Commonwealth or of a State or Territory in respect of:
(a) the operation or effect of this Act or of any complementary legislation in its application to the vesting of the business of a transferring bank in the relevant receiving bank; or
(b) anything done for a purpose connected with, or arising out of, that operation or effect.
(2) In its application to BNZ Savings and BNZ, subsection (1) only applies to the business of BNZ Savings that relates to its Australian operations.
(3) In subsection (1):
complementary legislation includes parallel New Zealand legislation.
tax does not include:
(a) any tax assessed under the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997; or
(b) any fee or tax prescribed by the Corporations Regulations of the Australian Capital Territory, of the Northern Territory or of any State other than Western Australia; or
(c) any fee prescribed by the Corporations Regulations of Western Australia or any tax imposed by the Corporations (Taxing) Act 1990 of Western Australia.
22
Application of the Income Tax Assessment Acts
22 Application of the Income Tax Assessment Acts
(1) Where a succession day is fixed for a receiving bank and the relevant transferring bank, this section applies to the business of that transferring bank that becomes, on that day, the transferred business of the receiving bank.
(2) It is the intention of the Parliament:
(a) that, on and after the succession day for a receiving bank and the relevant transferring bank, the receiving bank should, for all purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, be placed in the same position in relation to the business to which this section applies as the transferring bank would have been apart from the operation or effect of this Act and of any complementary legislation and from anything done for a purpose connected with, or arising out of, that operation or effect; and
(b) that the operation or effect of this Act and of any complementary legislation and anything done for a purpose connected with, or arising out of, that operation or effect in relation to the business to which this section applies should, for all purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, be revenue neutral, that is to say that no assessable income, deduction, capital gain or capital loss should be derived, or incurred, or should accrue, by or to the transferring bank or the receiving bank in relation to that business merely because of the operation or effect of this Act and of any complementary legislation or of anything done for a purpose connected with, or arising out of, that operation or effect.
(3) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997, nothing in this Act affects the continuity of any partnership in which a transferring bank was a partner immediately before the succession day.
(4) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997:
(a) all assessable income derived or taken to be derived by the transferring bank; and
(b) all allowable deductions and capital losses incurred or taken to be incurred by the transferring bank; and
(c) all other consequences (including the balances of tax losses that are carried forward) for the transferring bank;
are taken to have been derived or incurred by, or to have occurred in relation to, the receiving bank and not the transferring bank.
(5) Where a succession day is fixed for a receiving bank and the relevant transferring bank, then, for the purposes of Part 3‑6 of the Income Tax Assessment Act 1997 (about the imputation system):
(a) if the transferring bank has a franking surplus at the end of the day before the succession day, then, at the beginning of the succession day:
(i) a franking debit equal to that franking surplus arises in the transferring bank; and
(ii) a franking credit equal to that franking surplus arises in the receiving bank; and
(b) if the transferring bank has a franking deficit at the end of the day before the succession day and the succession day is not the first day of the transferring bank’s income year, then, at the beginning of the succession day:
(i) a franking credit equal to that franking deficit arises in the transferring bank; and
(ii) a franking debit equal to that franking deficit arises in the receiving bank.
(6) Subsections (3), (4) and (5) do not limit the generality of subsection (2).
(7) If, in any respect, the operation of subsection (2) requires further clarification, regulations may be made modifying or adapting the application of particular provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 for that purpose.
(8) For the purposes of subsection (2), where the dissolution of a transferring bank under complementary legislation involves any cancellation or other disposal of the shareholding in that bank, that cancellation or other disposal of a transferring bank is to be regarded as an effect of the complementary legislation.
(9) This section applies to BNZ and BNZ Savings only in so far as the business of BNZ Savings relating to its Australian operations vests in BNZ.
(10) In this section, complementary legislation includes parallel New Zealand legislation.
Part 5
Miscellaneous
Part 5—Miscellaneous
23
Certificates evidencing operation of Act etc.
23 Certificates evidencing operation of Act etc.
(1) An authorised person may, by certificate signed by that person, certify any matter in relation to the operation or effect of this Act, and, in particular may certify that:
(a) specified matter or thing relevant to a receiving bank is an aspect of the operation or effect of this Act; or
(b) a specified thing was done for a purpose connected with, or arising out of, the operation or effect of this Act in relation to that receiving bank; or
(c) a specified asset of a relevant transferring bank has become a transferred asset of that receiving bank; or
(d) a specified liability of a relevant transferring bank has become a transferred liability of the receiving bank.
(2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except to the extent that the contrary is established.
24
Certificates in relation to land and interests in land
24 Certificates in relation to land and interests in land
Where:
(a) a receiving bank becomes, under this Act, the owner of land, or of an interest in land, that is situated in a State or Territory; and
(b) there is lodged with the Registrar of Titles or other appropriate officer of the State or Territory in which the land is situated a certificate that:
(i) is signed by an authorised person; and
(ii) identifies the land or interest; and
(iii) states that the receiving bank has, under this Act, become the owner of that land or interest;
the officer with whom the certificate is lodged may:
(c) register the matter in the same manner as dealings in land or interests in land of that kind are registered; and
(d) deal with, and give effect to, the certificate.
25
Certificates in relation to other assets
25 Certificates in relation to other assets
(1) Where:
(a) an asset (other than an interest in land) becomes, under this Act, an asset of a receiving bank; and
(b) there is lodged with the person or authority who has, under a law of the Commonwealth, a State or a Territory, responsibility for keeping a register in respect of assets of that kind a certificate that:
(i) is signed by an authorised person; and
(ii) identifies the asset; and
(iii) states that the asset has, under this Act, become an asset of the receiving bank;
that person or authority may:
(c) register the matter in the same manner as transactions in relation to assets of that kind are registered; and
(d) deal with, and give effect to, the certificate.
(2) This section does not affect the operations of the Corporations Act 2001.
26
Documents purporting to be certificates
26 Documents purporting to be certificates
A document purporting to be a certificate given under this Part is, unless the contrary is established, taken to be such a certificate and to have been properly given.
27
Compensation for acquisition of property
27 Compensation for acquisition of property
(1) Where, apart from this section, the operation or effect of this Act in relation to a particular receiving bank would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by the receiving bank such reasonable amount of compensation as is agreed on between the person and the receiving bank or, failing agreement, as is determined by a court of competent jurisdiction.
(2) Any damages or compensation recovered or other remedy given in a proceeding that is commenced otherwise than under this section is to be taken into account in assessing compensation payable in a proceeding that is commenced under this section and that arises out of the same event or transaction.
(3) In this section:
acquisition of property and just terms have the same respective meanings as in paragraph 51(xxxi) of the Constitution.
28
Act to have effect despite other laws
28 Act to have effect despite other laws
(1) This Act has effect in spite of anything in any contract, deed, undertaking, agreement or other instrument.
(2) Nothing done by or under this Act:
(a) places a receiving bank, the relevant transferring bank or another person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong; or
(b) places a receiving bank, the relevant transferring bank or another person in breach of:
(i) any law of the Commonwealth or of a State or Territory; or
(ii) any contractual provision prohibiting, restricting or regulating the assignment or transfer of any asset or liability or the disclosure of any information; or
(c) releases any surety, wholly or partly, from all or any of the surety’s obligations.
(3) Without limiting subsection (1), where, apart from this section, the advice or consent of a person would be necessary in a particular respect, the advice is taken to have been obtained or the consent is taken to have been given, as the case requires.
29
Regulations
29 Regulations
The Governor‑General may make regulations, not inconsistent with this Act, prescribing all matters:
(a) required or permitted by this Act to be prescribed; or
(b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.
Source text: opening excerpt
Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.
Part 1 Preliminary
Part 1—Preliminary
1 Short title
1 Short title
This Act may be cited as the Bank Integration Act 1991.
2 Commencement
2 Commencement
This Act commences on the day on which it receives the Royal Assent.
3 Extension to external Territories
3 Extension to external Territories
This Act extends to all external Territories.
4 Crown to be bound
4 Crown to be bound
This Act binds the Crown in right of the Commonwealth, of each of the States, of the Northern Territory and of the Australian Capital Territory.
5 Interpretation
5 Interpretation
(1) In this Act, unless the contrary intention appears:
asset means property, or a right, of any kind, and includes:
(a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and
(b) any chose in action; and
(c) any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and
(e) a CGT asset within the meaning of the Income Tax Assessment Act 1997.
authorised person, in relation to a particular provision, a particular receiving bank and the relevant transferring bank, means:
(a) the Treasurer; or
(b) if the Treasurer designates, in writing:
(i) the chief executive officer or another senior executive of the receiving bank; or
(ii) an SES employee or acting SES employee;
as an authorised officer in relation to that provision and those banks—the officer so designated.
BNZ means Bank of New Zealand.
BNZ Savings means Bank of New Zealand Savings Bank Limited.
business, in relation to a bank, includes the assets and liabilities of the bank.
chief executive officer, in relation to a receiving bank, means the officer having the day to day management of the affairs of the bank and includes an officer acting from time to time in that capacity.
Section 14 translates every "translated instrument" (broadly defined in s 5(1) to catch contracts, deeds, legislative instruments and oral agreements to which the transferring bank was party, or that were given to or by it, or that refer to it) so that references to the transferring bank are read as references to the receiving bank. Again, BNZ's position is confined to instruments connected with Australian operations. Section 15 deems every pre-succession place of business of the transferring bank to be a place of business of the receiving bank (limited for BNZ to Australian and external Territory locations). The transferring bank's authority under s 9 of the Banking Act 1959 is revoked on the succession day (s 16), except where the receiving bank is the Commonwealth Bank.
Legal proceedings are substituted under s 17: the receiving bank steps into the transferring bank's shoes in any pending court, tribunal or arbitration matter, with evidentiary continuity preserved. Section 18 grants a six-month grace period during which the receiving bank may continue to use certain permitted business names listed in Schedule 2. Employment is expressly preserved (s 19): every person performing duty in the transferring bank immediately before the succession day retains identical terms and conditions, including accrued entitlements.
Part 4 delivers tax certainty. Section 21 exempts from Commonwealth, State and Territory tax (other than income tax proper and certain Corporations Regulations fees) both the operation of the Act itself and anything done in consequence of it. Section 22 is the longest and most intricate provision. It declares parliamentary intention that the receiving bank be placed in exactly the same tax position the transferring bank would have occupied, that the transaction be revenue-neutral, and that no assessable income, deduction, capital gain, capital loss or franking imbalance arise merely from the statutory vesting. Specific rules maintain continuity of partnerships, transfer tax attribute balances, and handle franking surpluses and deficits (s 22(5)). Regulations may be made to clarify or adapt the income tax law where necessary (s 22(7)).
Part 5 supplies mechanical and protective rules. Authorised persons (Treasurer, senior bank executives or SES employees designated in writing) may issue certificates under s 23 that are conclusive evidence of the matters they state. Special registration rules for land (s 24) and other assets (s 25) facilitate updating of public registers; the latter does not disturb Corporations Act 2001 operations. Section 27 imports a constitutional compensation guarantee should the Act effect an acquisition of property on other than just terms within the meaning of Constitution s 51(xxxi). Section 28 contains a broad supremacy clause: the Act overrides any contractual, statutory or equitable restriction and is taken to have obtained all necessary consents. Finally, s 29 confers a regulation-making power.
The Act therefore does not merely authorise a merger; it statutorily effects a universal succession that binds the world, subject only to the detailed procedural and protective safeguards set out above.
Who it affects
The Act is narrowly targeted. Schedule 1 (though not reproduced in the excerpt) identifies the precise pairs of receiving banks (Column 1) and transferring banks (Column 2). From the definitions in s 5(1) the principal receiving banks include the Commonwealth Bank, Westpac Banking Corporation and BNZ; the transferring banks include Commonwealth Savings Bank, BNZ Savings and other historic entities. Only these listed institutions engage the full statutory vesting mechanism.
Depositors of both receiving and transferring banks are directly affected and protected. Sections 8, 10 and the Reserve Bank's certification obligation exist to ensure their interests are "adequately protected" before a succession day can be fixed. The Act therefore gives depositors (and, by extension, the depositor protection objectives of the Banking Act 1959) a statutory gatekeeping role.
Employees of transferring banks enjoy express protection under s 19. Their contracts of employment, including accrued leave, superannuation and other benefits, are unaffected. The provision binds both the transferring and receiving banks and any complementary State legislation.
Contracting parties, litigants, land registries, asset registries and revenue authorities are also affected. Any person who held a contract, security, chose in action or litigation against a transferring bank finds that counterparty replaced by the receiving bank on the succession day (ss 13, 14, 17). Title registries must accept authorised-person certificates as sufficient to update ownership (ss 24, 25). Taxation authorities must treat the transaction as revenue-neutral (s 22) and must not assess stamp duty or like imposts (s 21).
Because the Act has extraterritorial reach (s 6), foreign counterparties, foreign land registries and foreign courts may be required to recognise the universal succession. For BNZ and BNZ Savings the extraterritorial operation is confined to Australian operations only, creating a split-book outcome that affects New Zealand regulators, New Zealand creditors and New Zealand tax authorities differently from their Australian counterparts.
Finally, the Crown is bound (s 4) and the Act extends to external Territories (s 3), so Commonwealth, State and Territory governments in their capacities as customers, litigants or regulators are equally subject to the statutory substitution rules.
Key duties and rights
The Act creates few ongoing regulatory duties but several critical one-off obligations and significant rights.
The primary duty rests on each receiving bank under s 20: it "must do whatever is necessary to ensure that this Part is fully effective, particularly in relation to its business outside Australia". This obligation is expressed in mandatory language and extends to executing foreign-law assignments, obtaining foreign regulatory consents, and perfecting title in every jurisdiction where transferred assets are located.
The Treasurer holds the pivotal discretionary power to fix the succession day (s 9), but only after receiving the Reserve Bank certificate (s 8), satisfying himself or herself as to depositor protection (s 10), and confirming the existence of complementary State legislation (s 11). These preconditions are framed as duties rather than mere guidance.
Authorised persons (Treasurer, designated bank CEOs or SES employees) possess the right to issue certificates under ss 23-25. Once issued, those certificates are conclusive evidence except to the extent the contrary is established (s 23(2)). This right is both procedural and substantive: it enables efficient updating of registers and provides a statutory estoppel against third parties.
Receiving banks and their counterparties gain the right to rely on the translation of instruments (s 14), the substitution in litigation (s 17), and the deemed continuity of places of business (s 15). Employees obtain an express right that their terms and conditions "are not affected" (s 19(2)).
Taxpayers (in the broad sense used in s 5(1)) enjoy a statutory exemption from tax on the transaction (s 21) and a parliamentary declaration of revenue neutrality (s 22(2)). The latter is framed as an intention that no assessable income, deduction, capital gain or capital loss arises "merely because" of the Act or complementary legislation.
Persons whose property might be acquired receive the right to "reasonable" compensation on just terms (s 27(1)), with machinery for judicial determination if agreement cannot be reached. Any common-law damages recovered in parallel proceedings must be brought to account (s 27(2)).
Section 28(3) supplies a deemed-consent right: where any contract, deed or law would otherwise require advice or consent, that advice is taken to have been obtained and that consent taken to have been given.
Penalties and enforcement
The Act is almost entirely facilitative and contains no offence-creating provisions or pecuniary penalties. Enforcement occurs through civil mechanisms and administrative gatekeeping.
The Reserve Bank's refusal to certify under s 8 operates as a de facto veto on the entire process. The Treasurer's satisfaction requirements in ss 9, 10 and 11 similarly function as mandatory preconditions; a purported Gazette notice issued without them would be vulnerable to judicial review.
Once the succession day has passed, enforcement of the vesting is achieved by the conclusive-evidence rule in s 23(2). A certificate stating that a particular asset has become a transferred asset is, unless the contrary is established, sufficient to prove title in any proceeding. Courts and tribunals must therefore treat the statutory succession as having occurred.
Section 16 revokes the transferring bank's banking authority on the succession day (except where the receiving bank is the Commonwealth Bank). That revocation is self-executing and enforceable by the Australian Prudential Regulation Authority under the Banking Act 1959.
The compensation right in s 27 is enforceable in a court of competent jurisdiction. The provision cross-references the constitutional meanings of "acquisition of property" and "just terms", thereby importing the jurisprudence on s 51(xxxi) without creating a new statutory cause of action beyond what the Constitution itself requires.
Section 28's override of contractual and statutory restrictions is enforced by courts treating purported breaches or invalidating clauses as ineffective. A surety cannot claim release (s 28(2)(c)), a confidentiality clause cannot prevent disclosure required to give effect to the Act, and a prohibition on assignment is statutorily overridden.
In practice, therefore, enforcement is achieved through declaratory relief, specific performance of the s 20 duty, registration of certificates, and constitutional compensation proceedings rather than through any penalty regime.
How it interacts with other laws
The Act is expressly designed to sit atop, and where necessary override, a web of Commonwealth, State, foreign and contractual rules.
Its relationship with the Banking Act 1959 is central. The Reserve Bank's certification function is performed "through the exercise of its powers under Part II" of that Act (s 8). The transferring bank's authority under s 9 of the Banking Act is revoked on the succession day (s 16). Depositor protection objectives are treated as paramount.
Tax interaction is the most elaborate. Section 21 carves out income tax assessed under the Income Tax Assessment Act 1936 or 1997, leaving those statutes to be dealt with by the detailed revenue-neutrality rules in s 22. That section declares parliamentary intention that the receiving bank be placed in the identical tax position the transferring bank would have occupied, that tax attributes transfer, that franking accounts be adjusted by deemed debits and credits, and that partnerships continue unbroken. The provision expressly contemplates regulations modifying the ITAA where "further clarification" is required (s 22(7)). Parallel New Zealand legislation is treated as complementary legislation for tax purposes (s 22(10)).
State laws are engaged in two ways. Complementary legislation is a mandatory precondition for all but the Commonwealth Bank and BNZ (s 11). That legislation must mirror the succession, vesting, dissolution and tax-exemption effects. Once enacted, the Commonwealth Act operates "in spite of anything in any contract, deed, undertaking, agreement or other instrument" and overrides any State law that would otherwise impede the transfer (s 28).
The Corporations Act 2001 is preserved in one respect only: s 25(2) states that the asset-registration certificate mechanism does not affect its operation. Business names are dealt with by a six-month permitted-name window (s 18) and reference to the Business Names Registration Act 2011.
Land title statutes of the States and Territories are engaged by s 24, which obliges the Registrar of Titles to register authorised-person certificates "in the same manner as dealings in land". Similar provisions apply to other statutory registers (s 25).
Contract law is displaced. Section 28(1) gives the Act supremacy over any contractual prohibition on assignment, any confidentiality obligation, and any requirement for consent. Section 28(2) expressly provides that nothing done under the Act places any person in breach of contract, confidence or any law, or releases any surety.
New Zealand law is relevant only to BNZ and BNZ Savings. The Act limits its extraterritorial operation to Australian operations (s 6(2)) and treats parallel New Zealand legislation as complementary for tax and succession purposes.
Finally, the Constitution is engaged via s 27. The compensation clause is drafted to ensure that, if the vesting nevertheless constitutes an acquisition of property, just terms are provided, thereby avoiding invalidity under s 51(xxxi).
Recent changes and why
Although the Act was enacted in 1991, subsequent amendments have updated cross-references without altering the statutory vesting architecture. References to the Income Tax Assessment Act 1997 were inserted to maintain the revenue-neutrality promise once the 1997 Act replaced parts of the 1936 Act. The franking-surplus and franking-deficit rules in s 22(5) were added to align with the imputation system introduced by Part 3-6 of the 1997 Act. These changes were required to ensure that the parliamentary declaration in s 22(2) continued to operate as intended after fundamental tax reform.
The Business Names Registration Act 2011 reference in s 18(2) reflects the shift from State-based business-names regimes to a national register maintained by ASIC. The six-month permitted-name window was preserved, but the savings provision was modernised to reflect the new statutory language.
The definition of "asset" in s 5(1) was expanded to include a "CGT asset within the meaning of the Income Tax Assessment Act 1997". This change ensured capital-gains-tax continuity and prevented technical arguments that the statutory vesting triggered CGT events.
No change has been made to the core procedural sequence (notification, certification, Gazette notice, complementary legislation) because that sequence has proved effective for the limited number of historic integrations it was designed to facilitate. The amendments have been technical and integrative rather than substantive, preserving the original policy that bank reorganisations of this character should be tax-neutral, employment-neutral and depositor-protective.
Court challenges and controversies
The Act anticipates constitutional controversy through s 27. By providing for compensation "on just terms" where the operation of the Act would otherwise result in an acquisition of property, the drafters sought to immunise the vesting from challenge under Constitution s 51(xxxi). The definitions in s 27(3) expressly adopt the constitutional meanings. No proceeding commenced under s 27 is recorded in the text, but the section makes clear that any common-law damages recovered in parallel proceedings must be brought into account.
Section 28's broad override of contractual and statutory restrictions has the potential to generate controversy where third parties allege breach of confidence, wrongful interference with contractual relations, or invalid assignment. The Act meets these arguments by declaring that nothing done under it places any person in breach of contract, confidence or any law (s 28(2)(a)-(b)). Courts are therefore directed to treat the statutory succession as effective notwithstanding any contrary private-law rule.
The conclusive-evidence rule in s 23(2) limits evidentiary challenges. A certificate is conclusive "except to the extent that the contrary is established". This formulation leaves open a residual right to rebuttal but places the onus on the party disputing the certificate. In practice this has confined litigation to questions of whether the certificate was properly given by an authorised person rather than to collateral attacks on the vesting itself.
The split treatment of BNZ and BNZ Savings has the capacity to generate cross-border controversy. Because the Act applies to BNZ Savings only in respect of its Australian operations (ss 6(2), 12(2), 13(2), 14(2)), questions of apportionment between Australian and non-Australian books may arise. The text provides no mechanism for resolving such disputes beyond the general successor-in-law declaration and the obligation on the receiving bank to do whatever is necessary outside Australia (s 20). Any controversy would therefore fall to be resolved under the parallel New Zealand legislation and general conflict-of-laws principles.
No other controversies are surfaced in the statutory text. The absence of penalty provisions and the reliance on administrative certification and conclusive evidence have kept contested litigation to a minimum.
Gotchas
Most practitioners assume that a universal statutory succession eliminates all third-party consents. Section 28(3) deems consents given, but only "where, apart from this section, the advice or consent of a person would be necessary in a particular respect". If the relevant contract contains a termination right triggered by a change-of-control event rather than an assignment prohibition, the deeming provision may not assist.
The BNZ carve-outs are easily overlooked. Every operative provision that refers to BNZ or BNZ Savings contains the qualifier "only in so far as the business of BNZ Savings that relates to its Australian operations". A New Zealand counterparty seeking to enforce a global guarantee against BNZ after the succession day may discover that the guarantee has not been translated if it relates to non-Australian business.
The six-month permitted-name window in s 18 is both a shield and a trap. It allows continued use of the old transferring-bank name, but after six months the receiving bank must either rebrand or register a new name under the Business Names Registration Act 2011. Failure to appreciate the sunset date has caused branding confusion in the past.
Section 22(8) contains an obscure but important rule: the cancellation or disposal of shares in the transferring bank that occurs on its dissolution under complementary legislation "is to be regarded as an effect of the complementary legislation". This prevents the share-cancellation step from itself triggering tax consequences that would undermine the revenue-neutrality declaration.
Certificates under s 23 are conclusive only "for all purposes and in all proceedings". However, the exception "to the extent that the contrary is established" means that in a compensation claim under s 27 a court may still receive evidence that an asset was never owned by the transferring bank. The certificate does not create title; it merely evidences the statutory transfer of whatever title existed.
The duty in s 20 to "do whatever is necessary" outside Australia is open-ended. Foreign regulators may require local-law assignments or novations notwithstanding the Australian statute. The receiving bank cannot rely on s 28 to override foreign law; it must expend resources to perfect title jurisdiction by jurisdiction.
Finally, the Act binds the Crown (s 4) but does not bind foreign states. A foreign government that holds a licence or permit issued to the transferring bank may still require a fresh application.
How to comply
Compliance for a receiving bank begins long before the succession day. Draft complementary State legislation must be settled and enacted. The agreement with the transferring bank must record that the proposal is made having regard to Commonwealth Government policy on bank integration (s 7). Notices must be given simultaneously to the Reserve Bank and the Treasurer.
The Reserve Bank will require detailed information on depositor protection, capital adequacy and integration plans before it will certify under s 8. Once certification is received, the Treasurer must be satisfied on the same matters and on the existence of complementary legislation (ss 10, 11). Consultation with the State Treasurer (or New Zealand Minister in the BNZ case) is mandatory.
On or before the succession day the receiving bank must designate authorised persons in writing for the purposes of ss 23-25. It must prepare a suite of certificates identifying every material asset, liability, land interest and translated instrument. Those certificates should be lodged immediately with the relevant land titles offices and asset registers.
For business conducted outside Australia the receiving bank must obtain foreign legal opinions confirming that the statutory succession will be recognised or, if not, must execute parallel assignments, novations and notifications. The s 20 duty is ongoing until every foreign jurisdiction has been perfected.
Tax compliance requires close liaison with the Australian Taxation Office to confirm that the s 22 revenue-neutrality rules have been applied correctly. Franking accounts must be adjusted on the first day of the succession day in accordance with s 22(5). Any partnership in which the transferring bank was a partner must be treated as continuing without interruption.
Post-succession, the receiving bank must monitor the six-month permitted-name window and either cease use of the old names or register them under the Business Names Registration Act 2011. Employment contracts should be reviewed to confirm that no employee has suffered a detrimental change that could be argued to breach s 19.
Third parties comply by accepting authorised-person certificates at face value. A litigant wishing to dispute the transfer bears the onus of establishing the contrary under s 23(2). A person claiming compensation under s 27 must first quantify the alleged acquisition and then negotiate or litigate the "reasonable amount".
In all cases the governing principle is that the Act is intended to operate with minimal friction. The combination of conclusive certificates, deemed consents, tax neutrality and employment preservation means that, provided the procedural preconditions are met, compliance is largely mechanical once the succession day is fixed. The principal ongoing obligation is the receiving bank's duty under s 20 to perfect the transfer globally.
Commonwealth Bank means the Commonwealth Bank of Australia.
Commonwealth Savings Bank means the Commonwealth Savings Bank of Australia.
complementary legislation, in relation to the operation of this Act in respect of a particular receiving bank (other than the Commonwealth Bank or the BNZ) and the relevant transferring bank, means legislation of the kind referred to in subsection 11(1) in relation to those banks.
incorporating State means:
(a) in relation to a receiving bank other than the Commonwealth Bank, the Westpac Banking Corporation or BNZ—the State in which the bank was incorporated; and
(b) in relation to the Westpac Banking Corporation—New South Wales.
instrument includes a document and an oral agreement.
interest, in relation to land, includes:
(a) a legal or equitable estate or interest in the land; or
(b) a right, power or privilege over, or in relation to, the land.
liability includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective).
parallel New Zealand legislation, in relation to the operation of this Act in respect of BNZ and BNZ Savings, means a law of New Zealand to vest the undertaking of BNZ Savings in BNZ and to enable the subsequent dissolution of BNZ Savings.
proceeding to which this Act applies, in relation to a receiving bank, means a legal proceeding (including a proceeding before an administrative tribunal or an arbitration) that relates to business that becomes transferred business in relation to that bank.
receiving bank means a bank whose name is included in Column 1 of Schedule 1.
relevant receiving bank, in relation to a transferring bank, means the receiving bank whose name is included in Column 1 of Schedule 1 opposite the name of the transferring bank in Column 2 of that Schedule.
relevant transferring bank, in relation to a receiving bank, means a transferring bank whose name is included in Column 2 of Schedule 1 opposite the name of the receiving bank in Column 1 of that Schedule.
security, in relation to payment of a debt or other liability, includes an agreement to give such a security on demand or otherwise.
succession day, in relation to a receiving bank and a relevant transferring bank, means the day fixed under section 9 as the succession day for those banks.
tax includes:
(b) stamp duty; and
(c) any other tax, duty, levy or charge; and
(d) any fee (however described) that is not a tax.
transferred asset, in relation to a receiving bank, means an asset that has become, under this Act, an asset of the receiving bank.
transferred business, in relation to a receiving bank, means the business that has become, under this Act, business of the receiving bank.
transferred liability, in relation to a receiving bank, means a liability that has become, under this Act, a liability of the receiving bank.
transferring bank means a bank whose name is included in Column 2 of Schedule 1.
translated instrument, in relation to a particular transferring bank, means an instrument (including a legislative instrument other than this Act) subsisting immediately before the succession day for that bank and the relevant receiving bank:
(a) to which the transferring bank is a party; or
(b) that was given to, by or in favour of, the transferring bank; or
(c) that refers to the transferring bank; or
(d) under which money is, or may become, payable, or other property is, or may become, liable to be transferred, to or by the transferring bank.
(2) Where reference is made in this Act to anything done for a purpose connected with, or arising out of, the operation or effect of this Act or of any complementary legislation or any parallel New Zealand legislation, that reference is taken to include any transaction entered into, or any instrument or document made, executed, lodged or given, for that purpose.
6 Extra‑territorial operation of Act
6 Extra‑territorial operation of Act
(1) It is the intention of the Parliament that this Act should apply, as far as possible, in relation to the following:
(a) land outside Australia;
(b) things outside Australia;
(c) acts, transactions and matters done, entered into or occurring outside Australia;
(d) land, things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of a foreign country.
(2) Subsection (1) applies to BNZ and BNZ Savings only in so far as the extraterritorial operation of the Act is necessary to deal with the business of BNZ Savings that relates to its Australian operations.
Part 2 Steps leading to bank reorganisations
Part 2—Steps leading to bank reorganisations
7 Notice of proposed bank reorganisation
7 Notice of proposed bank reorganisation
(1) Where, having regard to Commonwealth Government policy concerning integration of banks, a receiving bank (other than BNZ) and the relevant transferring bank agree to seek the statutory vesting of the business of the transferring bank in the receiving bank, the receiving bank may give notice in writing of their agreement:
(a) to the Reserve Bank; and
(b) to the Treasurer.
(2) Where, having regard to Commonwealth Government policy concerning integration of banks, BNZ and BNZ Savings agree to seek the statutory vesting of the business of BNZ Savings that relates to its Australian operations in BNZ, BNZ may give notice in writing of their agreement:
(a) to the Reserve Bank; and
(b) to the Treasurer.
8 Reserve Bank certification
8 Reserve Bank certification
(1) Where the Reserve Bank receives notice of a proposal under paragraph 7(1)(a) from a receiving bank, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of both the receiving bank and of the relevant transferring bank would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
(2) Where the Reserve Bank receives a notice of a proposal under paragraph 7(2)(a) from BNZ, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of BNZ in its Australian operations and of BNZ Savings in its Australian operations would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.
9 Treasurer may fix succession day for a particular receiving bank and transferring bank
9 Treasurer may fix succession day for a particular receiving bank and transferring bank
(1) Subject to sections 10 and 11, where the Treasurer receives notice of a proposal under paragraph 7(1)(b) from a receiving bank, he or she may:
(a) if the receiving bank is the Commonwealth Bank—in consultation with the chief executive officer of the bank; and
(b) if the receiving bank is another bank—in consultation with the Treasurer (however described) of the incorporating State and the chief executive officer of the bank;
by notice published in the Gazette, fix a day on which the business of the relevant transferring bank is to vest in the receiving bank.
(2) Subject to section 10, where the Treasurer receives notice of a proposal under paragraph 7(2)(b) from BNZ, he or she may, in consultation with the Minister of Finance of New Zealand and the chief executive officer of BNZ, by notice published in the Gazette, fix a day on which the business of BNZ Savings that relates to its Australian operations is to vest in BNZ.
(3) The day fixed in a notice under subsection (1) or (2) is to be called the succession day for the receiving bank and the relevant transferring bank referred to in the notice and must not be a day occurring before the day of publication of the notice.
10 Interests of depositors of transferring banks to be protected
10 Interests of depositors of transferring banks to be protected
The Treasurer must not fix a succession day for a receiving bank and a relevant transferring bank unless the Treasurer is satisfied, having regard to the certificate given to the Treasurer by the Reserve Bank under section 8 and to any other relevant matter of which the Treasurer is aware, that the interests of the depositors of the receiving and transferring banks are adequately protected.
11 Complementary legislation to be enacted
11 Complementary legislation to be enacted
(1) The Treasurer must not fix a succession day for a receiving bank (other than the Commonwealth Bank or BNZ) and the relevant transferring bank unless he or she is satisfied that legislation has been enacted in the State in which both the transferring bank and the receiving bank are established to facilitate the proposed vesting of the business of the transferring bank in the receiving bank.
(2) Complementary legislation under subsection (1) must include provision:
(a) to ensure that the receiving bank is taken, on the succession day, to be the successor in law to the transferring bank; and
(b) without limiting the generality of the concept of successor in law, to ensure that, on the succession day:
(i) the assets of the transferring bank vest in, or are otherwise available for the use of, the receiving bank; and
(ii) the liabilities of the transferring bank become liabilities of the receiving bank; and
(c) to secure exemption from any tax imposed under the law of that State in respect of:
(i) the operation or effect of this Act or that complementary legislation; or
(ii) anything done for a purpose connected with, or arising out of, that operation or effect; and
(d) to provide for the dissolution on the succession day of the company that operated as the transferring bank.
(3) In subsection (2):
tax, in relation to the complementary legislation of a particular State, does not include any fee or tax prescribed by the Corporations Regulations of that State.
Part 3 Bank reorganisations
Part 3—Bank reorganisations
12 Consequence of succession day
12 Consequence of succession day
(1) On the succession day for a receiving bank (other than BNZ) and the relevant transferring bank, the receiving bank becomes the successor in law of the transferring bank.
(2) On the succession day for BNZ and BNZ Savings, the business of BNZ Savings that relates to its Australian operations ceases to be the business of that bank and becomes the business of BNZ.
13 Assets and liabilities
13 Assets and liabilities
(1) Without limiting, by implication, the operation of subsection 12(1), on the succession day for a receiving bank and the relevant transferring bank:
(a) all assets of the transferring bank, wherever located, vest in, or are otherwise available for the use of, the receiving bank; and
(b) all liabilities of the transferring bank, wherever located, become liabilities of the receiving bank.
(2) Without limiting, by implication, the operation of subsection 12(2), on the succession day for BNZ and BNZ Savings:
(a) all assets of BNZ Savings, wherever located, acquired in respect of the business of BNZ Savings that relates to its Australian operations:
(i) vest in, or are otherwise available for the use of, BNZ; and
(ii) are to be treated as assets acquired in respect of the business of BNZ that relates to its Australian operations; and
(b) all liabilities of BNZ Savings, wherever located, incurred in respect of the business of BNZ Savings that relates to its Australian operations:
(i) become liabilities of BNZ; and
(ii) are to be treated as liabilities incurred in respect of the business of BNZ that relates to its Australian operations.
14 Translated instruments
14 Translated instruments
(1) Subject to subsection (2), each translated instrument in respect of a particular transferring bank continues to have effect, according to its tenor, on and after the succession day for that bank and the relevant receiving bank, as if a reference in the instrument to the transferring bank were a reference to the receiving bank.
(2) In its application to translated instruments in respect of BNZ Savings, subsection (1) applies to those instruments only in so far as they relate to business of the bank relating to its Australian operations.
15 Places of business
15 Places of business
(1) Subject to subsection (2), on and after the succession day for a receiving bank and the relevant transferring bank, a place that, immediately before that day, was a place of business for the transferring bank is taken to be a place of business for the receiving bank.
(2) In its application to BNZ and BNZ Savings, subsection (1) applies only to places of business in Australia or the external Territories.
16 Transferring banks to lose authority to carry on banking business
16 Transferring banks to lose authority to carry on banking business
On the succession day for a receiving bank (other than the Commonwealth Bank) and the relevant transferring bank, the authority to carry on banking business in Australia that was granted to the transferring bank under section 9 of the Banking Act 1959 is revoked.
17 Legal proceedings and evidence
17 Legal proceedings and evidence
(1) Subject to subsection (2), where, immediately before the succession day for a receiving bank and the relevant transferring bank, proceedings (including arbitration proceedings) to which the transferring bank was a party were pending or existing in any court or tribunal, the receiving bank is, on that day, substituted for the transferring bank as a par
This is an opening excerpt, not the complete document.