Div 2The consequences of the transfer

Division 2—The consequences of the transfer

Subdivision A—General

9 Effect of registration under clause 3

General effect of registration (1) Registration of a transferring financial institution of this jurisdiction as a company under clause 3 does not:

(a) create a new legal entity; or

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

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

Members, officers, constitution and registered office (2) On registration of a transferring financial institution of this jurisdiction as a company under clause 3:

(a) each person who is a member of the institution immediately before the transfer date becomes a member of the company; and

(b) each person who was a director of the institution immediately before the transfer date becomes a director of the company; and

(c) each person who was a secretary of the institution immediately before the transfer date becomes a secretary of the company; and

(d) the institution’s rules, as in force immediately before the transfer date, become the company’s constitution; and

(e) the institution’s registered office under the previous governing Code immediately before the transfer date becomes the company’s registered office for the purposes of this Law.

Health benefits funds rules (3) The institution’s rules referred to in paragraph (2)(d) do not include rules within the meaning of the National Health Act 1953.

Note: These latter rules relate to the operation of health benefits funds.

Replaceable rules (4) The replaceable rules (as described in section 135) do not apply to a company registered under clause 3, despite section 135, unless the company repeals its constitution.

10 Provisions applying to company limited by shares and by guarantee

Section 1416 applies to a company that is taken under clause 3 to be registered as a company limited by shares and by guarantee.

11 Transferring financial institution under external administration

(1) If, immediately before the transfer date, provisions of Chapter 5 applied to:

(a) a compromise or arrangement between a transferring financial institution of this jurisdiction and its creditors; or

(b) a reconstruction of a transferring financial institution of this jurisdiction; or

(c) a receiver or other controller of property of a transferring financial institution of this jurisdiction; or

(d) the winding‑up or dissolution of a transferring financial institution of this jurisdiction;