108BConversion of Corporation into a company

108B Conversion of Corporation into a company

Registration as a company (1) The Australian Securities Commission is taken: (a) to have been required to grant the application mentioned in paragraph 108A(5)(a) and to register the Corporation as a company under subsection 137(2) of the Corporations Law; and (b) to have been satisfied that sections 134 and 135 of the Corporations Law do not prevent registration of the Corporation; and (c) to have granted the application at the commencement of this section; and (d) to have registered the Corporation at the commencement of this section: (i) by the name “Commonwealth Bank Officers Superannuation Corporation”; and (ii) in accordance with subsections 137(3) and (5) of the Corporations Law, as a public company, and as a company limited by shares, within the meaning of the Corporations Law; and (e) to have registered the name “Commonwealth Bank Officers Superannuation Corporation” in relation to the Corporation at the commencement of this section under subsection 374(5) of the Corporations Law; and (f) to have granted a licence to the Corporation under section 383 of the Corporations Law (which licence may be revoked in accordance with that section). Memorandum and articles (2) As from the commencement of this section, the proposed memorandum, and proposed articles, lodged under section 108A: (a) are the memorandum and articles of the Corporation; and (b) bind the Corporation and its members accordingly. (3) As from the commencement of this section, the Corporations Law applies in relation to the Corporation’s memorandum and articles as if they had been registered as such under the Corporations Law. Membership (4) By force of this section, the Commonwealth Bank becomes a member of the Corporation at the commencement of this section. (5) In relation to its membership of the Corporation, the Commonwealth Bank: (a) is entitled to the same rights, privileges and benefits; and (b) is subject to the same duties, liabilities and obligations; as if the Commonwealth Bank had become a member of the Corporation under the memorandum and articles of the Corporation. Section 25B of the Acts Interpretation Act (6) Nothing in this Act or in the Corporations Law affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to the Corporation. Miscellaneous (7) Nothing in section 108A prevents: (a) variation of the share capital of the Corporation; or (b) a change in the name of the Corporation; or (c) a change in the structure, memorandum, articles or membership of the Corporation.