Bank Mergers (Application of Laws) Act 1996

The Act is concise and establishes a small number of interlocking legal concepts. Attention to the definitions and to the interaction between proclamations, extension, and the Treasurer's payment role is essential.

Key definitions

• "Merger" is broadly defined to include not only corporate combinations but also the acquisition of property and assets, the assumption of liabilities, and the transfer of property, assets and liabilities of a bank to another bank (s 3). The statutory definition focuses on the economic substance of consolidations or transfers involving banks rather than a narrow corporate reorganisation label.
• "Proclaimed law" means a law of another State or Territory that is declared under this Act to be a law to which this Act applies (s 3). The term is the pivot between an external legal regime and in-State operation.

Proclamations and tailoring

• The Governor may, by proclamation, declare an out-of-State law dealing with bank mergers to be a law to which the Act applies (s 4(1)). That proclamation is not a mere naming exercise: it may (a) exclude specified provisions of the proclaimed law from operation in this State, (b) modify the effect of specified provisions in their application here, (c) supplement provisions of the proclaimed law in their application here with additional provisions that apply by virtue of this Act, and (d) provide that a requirement has been made under s 6 (s 4(2)(a)-(d)). The power to exclude, modify and supplement allows the executive to craft a hybrid statute that blends the external law with State-specific adjustments.
• Proclamations themselves can be amended or repealed by further proclamation (s 4(3)). A proclamation may be made even if the out-of-State law has not yet commenced in its originating jurisdiction (s 4(4)). The Act thereby permits pre-emptive alignment with laws elsewhere.

Extension and limits

• When a law is proclaimed, its application is "extended so that it applies in this State as if it were a law of this State" (s 5(1)). However, the proclaimed law must be read subject to the exclusions, modifications and supplementations made in the proclamation (s 5(2)(a)) and to the provisions of s 5(4) (s 5(2)(b)).
• Section 5(3) provides that the application of the proclaimed law in this State is not affected by its amendment or repeal in the originating State or Territory, except to the extent provided by the relevant proclamation (s 5(3)). In short, the proclaimed law is imported as it has been declared, and subsequent changes in the original jurisdiction do not automatically change the law here.
• Section 5(4) explicitly excludes provisions of a proclaimed law that relate to government guarantees or exemptions from payment of duties, taxes, charges, rates or other imposts from the operation of the extension in s 5(1), except to the extent the proclamation includes them (s 5(4)(a)-(b)). That is, important fiscal benefits or guarantees in the originating law do not automatically travel with the proclaimed law unless the proclamation says they do.

Treasurer's fiscal gate and certificate

• Section 6 creates a precondition to the operation of the proclaimed law: the proclamation's effect in this State does not take effect until any requirement under s 6 has been complied with and the Treasurer gives a certificate to that effect (s 6(1)). The Treasurer may require banks to pay an amount "instead of all duties, taxes, charges, rates or other imposts" that would be otherwise payable because of the merger, and may require payment before proclamation commencement or an undertaking to pay thereafter (s 6(2)(a)-(b)). The amount is to be determined by the Treasurer "in accordance with such principles as the Treasurer thinks appropriate" (s 6(3)). On satisfaction, the Treasurer must provide a certificate (s 6(4)-(5)), and that certificate is conclusive evidence in all courts and proceedings (s 6(7)) and relieves the bank of further liability for those imposts (s 6(6)). Section 6(8) excludes Registrar-General fees relating to land dealings from s 6.

Review duty

• The Minister must review the Act to assess whether its policy objectives remain valid and whether its terms remain appropriate, and must undertake that review as soon as possible after five years from assent, with a report to be tabled in each House within 12 months after the end of the five-year period (s 7(1)-(3)). The review mechanism builds in an administrative check on the continuing suitability of the statutory design.

These concepts combine a statutory importation device (proclamations and extension) with a fiscal control (Treasurer's payment requirement and certificate) and a periodic administrative oversight duty (Ministerial review). The key operational tensions derive from the breadth of the Governor's proclamation powers (to exclude, modify or supplement), the Treasurer's discretion over payment amounts and principled basis (s 6(3)), the conclusive effect of the Treasurer's certificate (s 6(7)), and the limited automatic transfer of fiscal benefits or guarantees (s 5(4)).

The Act identifies a narrow set of primary actors and several public offices with specific decision-making roles. The statutory text determines who has duties, who has discretion, who receives payment and who needs to obtain certificates.

Directly affected private parties

• Banks involved in mergers are the principal private actors affected by the Act. The defined term "merger" expressly encompasses acquisitions of property and assets, assumption of liabilities, and transfers of property, assets and liabilities between banks (s 3). When a Governor's proclamation brings a particular out-of-State mergers law into force in this State, the banks engaged in the relevant merger are the entities to whom the proclaimed law will apply as though it were State law (s 5(1)).
• Those banks are the ones who may be required to make a payment to the Treasurer "instead of" the State duties, taxes, charges, rates or other imposts that would otherwise be payable as a result of or in connection with the merger (s 6(2)(a)). The requirement can be imposed on one or more of the banks concerned (s 6(2)).

Public actors who decide or act

• Governor: the Governor, by proclamation, decides whether an out-of-State or Territory law is to be a proclaimed law and sets the terms of its operation in this State, including exclusions, modifications, supplementation, and whether a s 6 requirement has been made (s 4(1)-(2)(a)-(d)). The Governor's proclamation is the instrument that activates the extension mechanism in s 5.
• Treasurer: the Treasurer has several operational roles. Under s 6(2) the Treasurer may require payment in lieu of State imposts and may set the timing (before commencement) or accept undertakings for payment on or after commencement (s 6(2)(b)). The Treasurer determines the amount to be paid according to "such principles as the Treasurer thinks appropriate" (s 6(3)). When satisfied of compliance or payment, the Treasurer is required to issue a certificate (s 6(4)-(5)), and the certificate is conclusive evidence and eliminates further liability for those imposts (s 6(6)-(7)). Practically, the Treasurer is the gatekeeper to the proclaimed law taking effect in the State (s 6(1)).
• Minister: the Minister is charged with reviewing the Act's continuing validity and appropriateness as soon as possible after five years from assent and tabling a report in each House within 12 months after the end of the five-year period (s 7(1)-(3)). The Minister's role is evaluative and administrative rather than transactional in relation to individual mergers.

Other public offices

• Registrar-General: the Act specifically preserves fees or charges payable to the Registrar-General in respect of acts, dealings or other transactions relating to land; these are excluded from s 6 (s 6(8)). That means land-related filings and associated fees remain payable despite any s 6 requirement.

Who ultimately pays or benefits

• The statutory payment provision places the financial onus on the bank(s) concerned when the Treasurer exercises the s 6 power; it displaces the particular State imposts that otherwise would be levied by requiring a single amount "instead of" them (s 6(2)(a)). The Treasurer’s certificate then relieves the bank from further liability for those specified imposts (s 6(6)).
• The State (through the Treasurer) is the recipient of any payment required under s 6. The Act contemplates a single negotiated or determined amount replacing a suite of potential imposts.

Secondary effects on private and public actors

• Legal advisers to merging banks will be affected operationally: they must identify whether a proclaimed law has been made, read the proclamation for exclusions and modifications, determine whether s 6 is triggered, and engage with the Treasurer on payment and certification. This is an implied consequence of how the Act operates, grounded in the text that makes the Treasurer’s certificate a precondition to proclaimed-law operation (s 6(1)) and the detailed payment powers in s 6.
• The originating State or Territory’s legislature or executive is indirectly involved because the Act imports an external law; however, once proclaimed, the operation in this State is defined by the proclamation and the Act’s provisions (s 4, s 5).

In sum, the Act primarily affects banks engaged in mergers within or into the State, places decision-making authority in the Governor (as to which external law is proclaimed and how it is tailored) and the Treasurer (as to monetary requirements and certification), and assigns an administrative review to the Minister. The Registrar-General remains separately responsible for land-related fees, which are not displaced by s 6 (s 6(8)).

The Act allocates discrete duties and powers among public officers and corresponding obligations for banks that are parties to mergers. The duties and rights are stated in the text and create preconditions and legal consequences that parties must observe.

Governor’s powers and duties

• Power to proclaim: the Governor may, by proclamation, declare a law of another State or Territory that provides for or relates to the merger of banks to be a law to which this Act applies (s 4(1)). This is an exercise of executive discretion to identify and import an out-of-State law.
• Content of proclamation: the Governor may include exclusions, modifications, supplementations, and a declaration that a requirement under s 6 has been made (s 4(2)(a)-(d)). The proclamation may be amended or repealed by further proclamation (s 4(3)). The Governor’s proclamation is thus the instrument defining the scope and content of the proclaimed law’s operation within the State.

Treasurer’s duties and discretions

• Power to require payment: the Treasurer may require one or more of the banks concerned to pay an amount to the Treasurer instead of the duties, taxes, charges, rates or other imposts that would otherwise arise because of the merger (s 6(2)(a)). This is a discretionary power to substitute a specified payment for otherwise-applicable State imposts.
• Payment timing and undertakings: the Treasurer may require payment before the proclamation commences, or the bank(s) may give a written undertaking to pay the amount on or after commencement (s 6(2)(b)). The Treasurer determines the amount "in accordance with such principles as the Treasurer thinks appropriate" (s 6(3)), which establishes a broad standard of executive determination rather than a prescriptive formula.
• Certificate obligations: the Treasurer must, when satisfied that a requirement has been complied with, give the bank a certificate stating compliance (s 6(4)), and must give a certificate when satisfied that an amount required to be paid on or after commencement has been paid (s 6(5)). The Treasurer is required to give such certificates when satisfied; the certificates are consequential because they are conclusive evidence in all courts and proceedings (s 6(7)) and relieve the bank of further liability for those imposts (s 6(6)). The Treasurer thus plays both an assessment role and an administrative certifying role.

Banks’ obligations and rights

• Obligation to pay or undertake to pay: where the Treasurer makes a requirement under s 6, one or more of the banks concerned must comply by paying the amount determined by the Treasurer or by providing a written undertaking to pay on or after commencement, as required (s 6(2)(a)-(b), s 6(1)). This is an express statutory obligation triggered by the proclamation and the Treasurer’s requirement.
• Right to certificate: a bank subject to the requirement has a right to receive a certificate from the Treasurer when the Treasurer is satisfied that the requirement is complied with or that the relevant amount has been paid (s 6(4)-(5)). The certificate yields two rights: (a) it is conclusive evidence of the matters certified (s 6(7)), and (b) it relieves the bank from any further liabilities of the kinds covered by the requirement (s 6(6)).

Ministerial duty

• Review duty: the Minister must review the Act to determine whether its policy objectives remain valid and whether its terms remain appropriate for securing those objectives, as soon as possible after five years from assent, and must table a report on the outcome in each House within 12 months after the end of the five-year period (s 7(1)-(3)). This creates an administrative duty to examine the Act’s continuing policy utility and to report.

Rights and exclusions preserved

• Registrar-General fees: s 6(8) expressly preserves the bank’s liabilities for any fee or charge payable to the Registrar-General in respect of acts, dealings or other transactions relating to land. That is, a s 6 payment does not displace those land-related fees.

Procedural and evidentiary consequences

• Conclusiveness of certificate: the Treasurer’s certificate is made conclusive in courts and tribunals as to the matters certified (s 6(7)). That shifts the evidentiary burden: a certificate issued under s 6 is intended to terminate disputes over whether the payment requirement has been met, at least as to the matters the certificate states.

Limitations on application

• Proclaimed law subject to proclamation modifications: when a proclaimed law applies in this State it is to be read subject to the exclusions, modifications and supplementations set out in the proclamation, and to the provisions of s 5(4) that exclude certain fiscal provisions unless the proclamation includes them (s 5(2)-(4)). Accordingly, the rights and duties that would otherwise flow from the external law may be altered by the proclamation.

In sum, the statute assigns to the Governor the discretion to import and tailor an external mergers law, to the Treasurer the power to impose and assess fiscal replacement payments and to certify compliance, and to the Minister the duty of periodic review. Banks implicated in a proclaimed merger law have the duty to pay or undertake to pay amounts determined under s 6 if a requirement is made, and the right to obtain a conclusive certificate that extinguishes further liability for the covered imposts (s 6(2)-(7)). Registrar-General fees for land dealings remain an exception to the s 6 regime (s 6(8)).

The Act does not create traditional criminal penalties or administrative fines within its text; it instead establishes administrative preconditions, monetary substitution and conclusive certification as the enforcement mechanism. The text operates largely through conditioning the effect of proclaimed laws and by creating conclusive documentary evidence that limits subsequent challenge.

Enforcement mechanism by condition precedent

• The Act conditions the operation in this State of a proclaimed law on compliance with any s 6 requirement and on the Treasurer issuing a certificate to that effect (s 6(1)). This is an enforcement-by-precondition design: a proclaimed law does not "take effect" in the State until the requirement is met and certified. The practical enforcement implication is that the State can block or delay the local operation of the proclaimed law where the Treasurer is not satisfied that the payment requirement has been met.

Monetary enforcement and substitution

• The Treasurer may require payment "instead of all duties, taxes, charges, rates or other imposts" that would otherwise be payable as a result of, or in connection with, the merger (s 6(2)(a)). This substitution is an enforcement mechanism in two ways: it substitutes a single monetary obligation for a bundle of impost obligations, and it centralises receipt and clearance of those obligations through the Treasurer. The Treasurer may require payment before the proclamation commences or accept a written undertaking to pay afterwards (s 6(2)(b)), enabling the Treasurer to secure payment or a binding undertaking as a condition of proclaimed-law operation.

Conclusive certificate as an evidentiary bar

• When satisfied, the Treasurer must give a certificate stating compliance or payment (s 6(4)-(5)). Section 6(7) makes that certificate, "for all purposes and in all courts, tribunals and proceedings, conclusive evidence of the matters certified". Conclusive evidence status means that courts and tribunals are to accept the certificate as determinative of the matters it states, and that is a significant enforcement device. Section 6(6) further states that a bank given such a certificate "is not liable for any further duties, taxes, charges, rates or other imposts of the kind referred to in subsection (2)". The certificate both forecloses further State claims for the covered imposts and blocks litigation about whether those specific liabilities remain outstanding.

Absence of explicit criminal penalties

• The Act contains no express criminal offences, penalties, or administrative sanctions for non-compliance within its text beyond the implied effect that a proclamation will not take effect absent certification (s 6(1)). The statutory tools are administrative and civil: a requirement to pay (or to provide an undertaking), and the conclusive certificate that extinguishes further liability and has conclusive evidentiary effect (s 6(2)-(7)). Enforcement of a requirement to pay therefore will likely be pursued through civil debt collection, contractual enforcement of undertakings, and by withholding the operation of the proclaimed law. The Act itself does not set out the enforcement instruments for recovering unpaid amounts beyond these mechanisms.

Limitations and preserved obligations

• Section 6(8) excludes fees or charges payable to the Registrar-General for land-related dealings from the operation of s 6. That means those specific fees remain separately payable and enforceable notwithstanding any s 6 certificate; the Act therefore preserves enforcement of such land-related fees under existing State law.

Interaction with proclamation amendments

• Proclamations may be amended or repealed by further proclamation (s 4(3)). The ability to amend proclamations may affect enforcement: if the proclamation is amended to change the payment requirement, the Treasurer’s obligations and a bank’s entitlements will depend on the updated proclamation terms, subject to the Act’s provisions.

Practical enforcement consequences

• The principal sanction available under the Act is the State’s ability to prevent a proclaimed law from taking effect until the Treasurer is satisfied that required monies have been paid or undertakings provided (s 6(1)-(2)). The conclusive certificate is designed to prevent re-litigation over those same liabilities (s 6(7)). Apart from these statutory constructs, the Act does not provide parallel administrative penalty schedules or criminal enforcement mechanisms.

In short, enforcement under the Act is implemented by executive control over the proclaimed law’s effective date, a monetary substitution and collection mechanism through the Treasurer, and a conclusive certificate that has binding evidentiary effect and extinguishes specified State impost liabilities, while preserving separate land-related fees.

The Act is explicitly designed to import and adapt laws of other States and Territories into this State’s legal order in the specific context of bank mergers. Several explicit interaction rules and limits are stated in the text; understanding those is essential to determine which external rights and obligations will apply here, and which will not.

Imported law becomes State law, subject to proclamation

• When a law of another State or Territory is proclaimed under s 4, it is "extended so that it applies in this State as if it were a law of this State" (s 5(1)). Thus, the proclaimed law is not merely persuasive; it is to be read as State law. That means the substantive rights and obligations in the proclaimed law, to the extent not excluded, modified or supplemented by the proclamation, will be enforceable and applied by State courts and authorities.

Proclamation overrides and tailoring

• The Governor may exclude specified provisions of the proclaimed law from operation in this State, modify the effect of specified provisions, and supplement them with additional provisions that apply by virtue of the Act (s 4(2)(a)-(c)). The proclaimed law, when read in this State, is therefore subject to those alterations (s 5(2)(a)). Practically, this creates a hybrid statute: parts of the external law may be imported intact, other parts changed, and additional State-specific provisions may be grafted on.

Amendments/repeals in the originating jurisdiction do not automatically change the application here

• Section 5(3) provides that the application of a proclaimed law in this State is not affected by subsequent amendment or repeal of that law in the State or Territory in which it was enacted, except to the extent provided by the relevant proclamation (s 5(3)). That rule disconnects the ongoing operation of the proclaimed law in this State from changes in the originating jurisdiction. Interaction with the originating jurisdiction is therefore one-directional at the time of proclamation; after proclamation, the State’s version of the law remains in force as proclaimed until the State changes it by further proclamation.

Fiscal provisions and guarantees do not automatically travel

• The Act explicitly excludes certain fiscal provisions from the operation of the extension: provisions of a proclaimed law relating to the provision of government guarantees, and provisions relating to exemption from payment of duties, taxes, charges, rates or other imposts, are excluded from s 5(1) unless the relevant proclamation includes them (s 5(4)(a)-(b)). This means that a provision in the originating law that, for example, exempts a transaction from stamp duty or provides a government guarantee does not bind the State here unless the State’s proclamation expressly includes those provisions. The State therefore retains control over whether fiscal concessions or guarantees in the originating law will be recognised locally.

Interplay with State imposts via s 6

• The Act provides a separate mechanism to address the fiscal interaction: the Treasurer may require payment to the State "instead of" the duties, taxes, charges, rates or other imposts that would otherwise be payable under State law as a result of the merger (s 6(2)(a)). A proclamation may provide that such a requirement has been made under s 6 (s 4(2)(d)), thereby directly asserting how the proclaimed law will interact with existing State impost regimes. The Treasurer's ability to set a single replacement amount and to issue a conclusive certificate (s 6(3), s 6(4)-(7)) is an explicit tool to reconcile an imported substantive law with the State's fiscal regime.

Registrar-General fees remain parallel

• Section 6(8) makes clear that the s 6 payment regime does not apply to fees or charges payable to the Registrar-General in respect of acts, dealings or other transactions relating to land. Those fees therefore remain payable under existing State land law regardless of any s 6 payment and certificate. That preserves the operation of land registration law and its revenue consequences independently of the proclaimed-law mechanism.

Interaction with non-commenced or future laws

• A proclamation may be made with respect to a law of another jurisdiction "whether or not that law has commenced in that State or Territory" (s 4(4)). This permits the State to pre-emptively adopt an external law before it has formal legal force in its originating jurisdiction. The effect is that the State’s version of the law can be temporally decoupled from the originating jurisdiction’s legislative calendar.

Amendment or repeal of proclamations

• Proclamations may be amended or repealed by further proclamation (s 4(3)). That means the State can change the way an external law operates here without primary legislation, within the scope allowed by s 4. The Act therefore creates a flexible executive tool for legal harmonisation subject to the formalities of proclamation.

Evidentiary consequences in courts

• Certificates under s 6 are conclusive evidence in all courts and tribunals of the matters certified (s 6(7)). This has direct interaction with litigation concerning the payable imposts: once the Treasurer issues a certificate, courts must treat it as conclusive as to the matters within it. That limits avenues for judicial challenge to the factual matters certified and reinforces the interaction between executive fiscal decision-making and judicial processes.

Overall, the Act structures interaction with other laws by importing an external law into the State legal framework subject to executive tailoring, by offering the Treasurer an express mechanism to reconcile imported rules with the State’s fiscal interests, and by preserving certain State fiscal and land-law obligations from displacement. The result is a statutory framework for selective harmonisation of bank merger laws with retained State control over fiscal and structural integration.

The Act itself provides mechanisms for modifying the way external laws operate in this State: proclamations under s 4 may be amended or repealed by further proclamation (s 4(3)). The Act makes no provision within its text for amendment by other means; it contemplates executive instruments,proclamations,to be the operative means for adjusting the application of proclaimed laws once made.

Editorial material included with the Act text notes specific proclamations and Gazette references. The editorial note appended to s 4 records proclamations published in the Government Gazette: Gazettes No 110 of 27.9.1996; No 137 of 29.11.1996; and No 46 of 1.5.1997, p 2423. That note indicates that proclamations were in fact made and published in those Gazettes, and that those proclamations are the public record of which external laws (and which modifications, exclusions or supplementations) were declared to be proclaimed laws in this State. The Act’s own architecture therefore anticipates that the substance of amendments or changes to the proclaimed-law regime will largely be traceable in the proclaimed instruments published in the Gazette.

Two routes for change are built into the Act’s operation

• Changing which external law applies, and how it applies, is effected by proclamation: s 4 gives the Governor power to make a proclamation declaring a law of another State or Territory to be a law to which this Act applies, and s 4(3) allows that proclamation to be amended or repealed by a further proclamation. Therefore, the principal method for altering the application of an external law in this State is an executive proclamation rather than an amendment to the principal Act itself.
• Section 5(3) clarifies that the application in this State of a proclaimed law is not affected by amendment or repeal of that law in the originating jurisdiction, unless the relevant proclamation provides otherwise. The practical implication for amendment history is that changes in the originating jurisdiction will not be reflected in this State’s application of the law unless the State acts to amend the proclamation. Consequently, the State maintains a distinct amendment track: changes here are effected by further proclamations.

Statutory review as a mechanism for statutory change

• Section 7 requires the Minister to review the Act as soon as possible after five years from the date of assent, determine whether the policy objectives remain valid and whether the Act's terms remain appropriate, and table a report within 12 months after the end of that five‑year period (s 7(1)-(3)). The review obligation creates an administrative trigger for possible legislative amendment or for changes in the pattern of proclamations. The Act does not prescribe outcomes from the review, but it does require parliamentary tabling of the report, thereby creating a formal accountability point that could inform later statutory amendment or a change in proclamation policy.

Limitations on what is altered by proclamations

• The Act itself limits the scope of what is to be treated as State law: s 5(4) excludes provisions in a proclaimed law relating to government guarantees and to exemptions from payment of duties, taxes, charges, rates or other imposts from s 5(1), except where a proclamation includes them. That statutory limitation frames the amendment landscape by excluding certain fiscal provisions from automatic transplantation unless the proclamation expressly incorporates them.

Absence of other amendment records in the Act text

• Beyond the Gazette references in the editorial note to s 4, and the Act’s own internal rules permitting proclamations and requiring a five‑year review, the text supplied contains no further legislative amendment history, no recorded modifications to the Act itself, and no schedules of subsequent parliamentary amendments. The Act as presented therefore sets out the original mechanism and references the Gazette notices as the contemporaneous public instruments used to implement the Act's powers.

In practice, the amendment history relevant to an individual merger will therefore be found in the Gazette proclamations and any subsequent proclamations that amend or repeal them, together with any outcomes or recommendations arising from the Ministerial review required under s 7. The Act itself gives the executive the operational tools for amendment by proclamation and creates an institutional review point to consider whether the Act’s terms should be changed.

The Act’s text does not reference any court decisions, judicial interpretations, or litigation related to its provisions. No cases, judgments or tribunal determinations are named or summarised within the provided text. The Act itself creates certain evidentiary consequences , most notably the conclusive effect of a Treasurer’s certificate under s 6(7) , which are claims about how courts and tribunals must treat the certificate, but the text does not include any recorded judicial treatment of that provision.

What the statute provides that is directly relevant to litigation risk

• Conclusive evidentiary status of Treasurer’s certificate (s 6(7)): the Act states that a certificate given by the Treasurer is, "for all purposes and in all courts, tribunals and proceedings, conclusive evidence of the matters certified". That is a self-contained statutory rule aimed at preventing re-litigation of the particular facts certified. The practical litigation consequence is that, where a Treasurer’s certificate has been issued and covers matters relevant to a dispute, courts are obliged by statute to accept that certificate as conclusive as to those matters. The Act itself neither describes nor illustrates how courts will interpret the scope of "the matters certified", and there is no case law in the text to show how courts have given effect to that provision.

• Extinguishment of further liability (s 6(6)): the Act provides that a bank given a certificate "is not liable for any further duties, taxes, charges, rates or other imposts of the kind referred to in subsection (2)". That is a statutory extinguishment of certain State claims. Again, the Act does not include judicial commentary on disputes that might arise over the scope of that extinguishment or the interaction with other legal claims.

Limitations of the statutory record

• Because the Act contains no litigation history, any analysis of how courts have treated the conclusive certificate, or of disputes over the Treasurer’s discretion in fixing amounts (s 6(3)), would require reference to external case law and records, which are not present in the provided text. The Act does not provide such material and therefore no founded statements about judicial interpretation can be made from the Act alone.

Implications for counsel and parties

• From the statutory text alone, parties can infer that s 6 certificates are intended to be decisive in litigation concerning the matters certified, and that a certificate extinguishes certain State impost liabilities (s 6(6)-(7)). In the absence of judicial material in the Act, practitioners must look beyond the Act to court records, if any, to see how courts have dealt with the conclusive-evidence clause, challenges to the Treasurer’s exercise of discretion, or any disputes about the scope of proclaimed law application. The Act does not provide that record.

Summary

• The provided statute contains no litigation history. It creates procedural and evidentiary devices relevant to potential litigation , notably the conclusive certificate and extinguishment of certain liabilities , but the Act itself does not report or cite any judicial decisions that interpret or apply those devices.

Several specific features of the Act create practical and legal risks or points of friction that parties and advisers should note. These are not normative judgments; they are concrete effects flowing from the statutory language.

Treasurer’s broad discretion in determining payment amount

• Section 6(3) allows the Treasurer to determine the amount payable "in accordance with such principles as the Treasurer thinks appropriate". That phrase grants the Treasurer broad, non‑prescriptive discretion to select the principles for valuation and assessment. The practical consequence is uncertainty for banks about the methodology that will be applied to calculate an amount in lieu of State imposts. Unless the proclamation or contemporaneous guidance sets out principles, banks may face negotiation or unilateral determination risk. Because the Act permits the Treasurer to set the principles, there is no statutory requirement for public criteria or prescribed formulas.

Conclusive certificate and evidentiary finality

• A certificate given under s 6 is "for all purposes and in all courts, tribunals and proceedings, conclusive evidence of the matters certified" (s 6(7)). The certificate also releases the bank from further liability for the kinds of imposts covered (s 6(6)). The "gotcha" is that once a certificate is issued, affected banks cannot rely on litigation to reopen the specific matters the certificate addresses. That places a premium on ensuring that the correct matters and payments are certified, and on contesting any mistaken assessment before the Treasurer issues the certificate.

Proclamation can pre‑emptively adopt non‑commenced external law

• Section 4(4) permits a proclamation to be made in respect of an external law "whether or not that law has commenced in that State or Territory". This allows the State to import an external regime before it operates in its originating jurisdiction. The practical risk is that banks may be bound here by an external law before its operation or interpretation has matured in the originating jurisdiction, creating uncertainty about how certain external provisions will be applied locally.

Imported law insulated from subsequent amendment elsewhere

• Section 5(3) provides that the application of a proclaimed law in this State is not affected by amendment or repeal of the law in the originating jurisdiction, except as the proclamation provides. This means a bank cannot rely on subsequent changes in the originating jurisdiction to alter the local legal regime automatically. If the originating jurisdiction later narrows or enlarges its law, those changes do not affect this State unless the State amends or replaces its proclamation.

Fiscal provisions and government guarantees do not automatically transfer

• Section 5(4) excludes provisions of a proclaimed law relating to government guarantees and to exemptions from payment of duties, taxes and other imposts from the operation of the extension, except where the proclamation includes them. If a bank expects that an external law will carry certain fiscal benefits or guarantees, those will not be operative in this State unless the proclamation expressly incorporates them. Banks must therefore review proclamations carefully for such inclusions.

Registrar‑General fees remain payable

• Section 6(8) confirms that s 6 does not apply to fees or charges payable to the Registrar‑General for land-related acts or dealings. Parties cannot treat a s 6 payment as displacing land-registration fees.

Timing and conditionality of payments

• The Treasurer may require payment before the commencement of the proclamation or accept a written undertaking to pay on or after commencement (s 6(2)(b)). A bank that provides an undertaking still needs the Treasurer's subsequent satisfaction and certificate (s 6(5)) for the proclaimed law to take effect. The timing of payment and of certification therefore creates transactional risk: if the Treasurer is not satisfied that an undertaking is adequate, the proclamation will not take effect in the State until compliance.

Proclamation can alter substantive rights and impose additional provisions

• Because a proclamation can modify or supplement provisions of the proclaimed law (s 4(2)(b)-(c)), the local version of the law may differ materially from the original. Legal advisers must therefore compare the originating statute with the proclamation text to identify added obligations or removed protections.

Limited remedies and lack of prescribed appeal path against Treasurer’s determination in the Act

• The Act does not set out an administrative appeal route or review mechanism specific to the Treasurer’s determination of amount or satisfaction. The Act requires the Treasurer to give certificates when satisfied (s 6(4)-(5)) and gives those certificates conclusive status (s 6(7)). Any challenge to the Treasurer's exercise of discretion will therefore have to be mounted through general administrative law avenues (not set out in the Act), and may be constrained by the conclusive evidentiary effect once a certificate is issued.

Proclamations may be changed by further proclamation

• Section 4(3) allows proclamations to be amended or repealed by further proclamation. That flexibility can lead to shifting legal obligations during a transaction. Parties should monitor Gazette publications for changes to proclamations impacting their merger.

In short, the primary practical "gotchas" are the Treasurer’s wide discretion on payment principles (s 6(3)), the conclusiveness and liability‑extinguishing effect of a Treasurer's certificate (s 6(6)-(7)), the possibility of pre‑emptive importation of external law (s 4(4)), the insulation of imported law from subsequent amendment in the originating jurisdiction (s 5(3)), the exclusion of fiscal and guarantee provisions by default (s 5(4)), the preservation of Registrar‑General land fees (s 6(8)), and the potential for material differences between the originating law and the proclaimed, amended or supplemented version under s 4(2).

The Act sets out a sequence of legal and administrative steps that merging banks and their advisers should follow to ensure that a proclaimed external law, and any fiscal preconditions, are properly addressed. The following is a source‑grounded checklist derived from the statutory provisions.

1. Determine whether a proclamation applies

• Check the Government Gazette and the State’s proclamation instruments referenced in s 4 to identify whether a law of another State or Territory has been declared a "proclaimed law" applicable in this State (s 4(1)-(4)). The editorial note to s 4 indicates that proclamations are published in the Gazette; proclaimed instruments and any amendments will appear there.

2. Read the proclamation text carefully

• The proclamation may exclude specified provisions, modify the effect of specified provisions, supplement the proclaimed law with additional provisions, and may state that a requirement has been made under s 6 (s 4(2)(a)-(d)). Carefully map the proclamation’s wording against the originating law to identify any exclusions, modifications or supplemental obligations that will apply locally (s 5(2)(a)).

3. Identify whether s 6 has been invoked

• Verify whether the proclamation provides that a requirement has been made under s 6 (s 4(2)(d)). If so, the application of the proclaimed law in this State will not take effect until the s 6 requirement has been complied with and the Treasurer has issued the required certificate (s 6(1)).

4. Engage with Treasury early

• If a s 6 requirement is in play, engage with the Treasurer to ascertain whether one or more banks will be required to pay an amount in lieu of State duties, taxes, charges, rates or other imposts (s 6(2)(a)). Because the Treasurer determines the amount under "such principles as the Treasurer thinks appropriate" (s 6(3)), request clarity on the principles, calculation methodology, timetable, and documentation the Treasurer will require. Seek written confirmation of any agreed principles where possible.

5. Arrange payment or written undertaking as required

• The Treasurer may require payment before the proclamation commences, or the bank(s) may give a written undertaking to pay on or after commencement (s 6(2)(b)). If payment before commencement is required, ensure funds are available and a mechanism for transfer is agreed. If a written undertaking is acceptable, obtain the Treasurer’s written confirmation that the undertaking satisfies the requirement and confirms the form and enforceability of the undertaking.

6. Secure the Treasurer’s certificate

• The proclamation only takes effect in the State when the Treasurer is satisfied and issues the relevant certificate (s 6(1), s 6(4)-(5)). Do not assume the proclamation is effective until the certificate is issued. Obtain the certificate and retain it as proof of compliance and as conclusive evidence of the matters it states (s 6(7)). Because s 6(6) states that a bank given the certificate "is not liable" for further specified imposts, ensure the certificate correctly identifies the monies paid and the liabilities discharged.

7. Preserve obligations that are not displaced

• Be aware that s 6(8) preserves fees or charges payable to the Registrar‑General relating to land dealings. Payment under s 6 does not displace those fees. Also, unless the proclamation expressly includes government guarantees or exemptions, provisions providing such fiscal benefits in the originating law will not apply here (s 5(4)).

8. Recordkeeping and evidentiary strategy

• Retain all correspondence with the Treasurer, evidence of payment or undertakings, and the issued certificate. Given the certificate’s statutory conclusiveness (s 6(7)), maintain a clear audit trail linking the payment or undertaking to the s 6 requirement and the Treasurer’s satisfaction. That record will support the operation of the proclaimed law and may be critical in any subsequent audit or dispute.

9. Monitor proclamations for amendment or repeal

• Because proclamations may be amended or repealed by further proclamation (s 4(3)), regularly monitor the Gazette and official proclamations for changes that might alter the local operation of the proclaimed law. Securing certainty for a merger may require ensuring no intervening proclamation will alter rights or obligations relevant to the transaction.

10. Seek legal counsel on proclamation modifications

• If the proclamation modifies or supplements the proclaimed law, obtain precise legal advice on the implications for corporate structure, asset transfers, liabilities assumed, and regulatory approvals. Differences introduced by the proclamation may create additional compliance requirements beyond the originating-law text.

11. Prepare for Ministerial review and possible legislative change

• The Minister must review the Act as soon as possible after five years from assent and table a report within 12 months after the end of that five‑year period (s 7). Consider whether corporate or procedural feedback to that review is warranted if recurring issues arise under the proclamation or s 6 regime.

12. Contingency and dispute planning

• Because the Act does