Part 2J.1 does not apply to the cancellation of a membership share.
13 Institution becoming a company limited by guarantee
(1) If a transferring financial institution of this jurisdiction is taken to be registered as a company limited by guarantee under clause 3, the following apply:
(a) each person who is a member of the institution immediately before the transfer date is taken to have given a guarantee (but only for the purpose of determining whether the person is a member of the company)
(b) each person who becomes a member of the company after the transfer date and before the amount of the relevant guarantee is determined is taken to have given a guarantee (but only for the purpose of determining whether the person is a member of the company).
(2) If a person who is taken to have given a guarantee by subclause (1) is a joint member, they are taken to have given the guarantee jointly with the other member or members of the joint membership. However, the joint membership does not have any more votes because of giving the guarantee or guarantees than it had immediately before the transfer date.
14 Institution becoming a company limited by shares and guarantee
(1) If a transferring financial institution of this jurisdiction is taken to be registered as a company limited by shares and guarantee under clause 3, the following apply:
(a) each person who is a member of the institution immediately before the transfer date is taken to have given a guarantee (but only for the purpose of determining whether the person is a member of the company)
(b) each person who becomes a member of the company after the transfer date and before the amount of the relevant guarantee is determined is taken to have given a guarantee (but only for the purpose of determining whether the person is a member of the company)
(c) any shares in the institution on issue immediately before the transfer date (other than withdrawable shares) become shares of the company
(d) any withdrawable shares of the institution on issue immediately before the transfer date become redeemable preference shares of the company.
(2) If a person who is taken to have given a guarantee by subclause (1) is a joint member, they are taken to have given the guarantee jointly with the other member or members of the joint membership. However, the joint membership does not have any more votes because of giving the guarantee or guarantees than it had immediately before the transfer date.
15 Redeemable preference shares that were withdrawable shares
(1) This Law applies to a redeemable preference share that was a withdrawable share of a transferring financial institution of this jurisdiction immediately before the transfer date, except that:
(a) the share is redeemable on the same terms that the withdrawable share was withdrawable under the Financial Institutions Code of this jurisdiction and the institution’s rules or constitution; and
(b) the holder of the share continues to have the same rights and obligations that they had by holding the withdrawable share.
(2) The provisions of this Law that apply to redeemable preference shares apply:
(a) subject to subclause (1), to redeemable preference shares of a company registered under clause 3; and
(b) to redeemable preference shares of a company (other than a company referred to in paragraph (a)) that is permitted to use the expression building society, credit union or credit society under section 66 of the Banking Act 1959;
even if the shares are the only class of shares issued by the company.
(3) For the purposes of this clause, this Law includes regulations made for the purposes of this Law.
16 Liability of members on winding up
(1) If a transferring financial institution of this jurisdiction that is registered under clause 3 is wound up, each person:
(a) who was a past member of the institution at the time it became registered; and
(b) who did not again become a member; and
(c) who had not held shares in the institution;
is not liable under Division 2 of Part 5.6 on the winding up.
Note: A person who was a past member at the time of registration and who held shares in the institution may be liable as a past member under Division 2 of Part 5.6.
(2) If a company that is registered under clause 3 is wound up, a person who is taken to have given a guarantee by subclause 13(1) or 14(1) is not liable under:
(a) section 515 merely because the person is or was a member who is taken to have given a guarantee; or
(b) section 517 or paragraph 518(b) merely because the person is taken to have given a guarantee.
Note: Section 1416 and clause 10 preserve the application of section 518 to transferring financial institutions that are taken to be registered as companies limited by shares and guarantee.
Subdivision C—Share capital
17 Share capital
Transfer of certain amounts to share capital
(1) On registration of a transferring financial institution of this jurisdiction as a company under clause 3:
(a) any amount of withdrawable share capital (within the meaning of the Financial Institutions Code of this jurisdiction); and
(b) any amount standing to the credit of its share premium account; and
(c) any amount standing to the credit of its capital redemption reserve;
immediately before the transfer date becomes part of the company’s share capital.
Use of amount standing to credit of share premium account
(2) The company may use the amount standing to the credit of its share premium account immediately before the transfer date (if any) to:
(a) provide for the premium payable on redemption of debentures or redeemable preference shares issued before the transfer date; or
(b) write off:
(i) the preliminary expenses of the institution incurred before the transfer date; or
(ii) expenses incurred, payments made, or discounts allowed before the transfer date, in respect of any issue of shares in, or debentures of, the institution.
18 Application of no par value rule
(1) Section 254C applies to shares issued by a transferring financial institution of this jurisdiction before the transfer date as well as shares issued on and after that.
(2) In relation to a share issued by the institution before the transfer date:
(a) the amount paid on the share is the sum of all amounts paid to the institution at any time for the share (but not including any premium); and
(b) the amount unpaid on the share is the difference between the issue price of the share (but not including any premium) and the amount paid on the share (see paragraph (a)).
19 Calls on partly‑paid shares
The liability of a shareholder for calls in respect of money unpaid on shares issued before the transfer date by a transferring financial institution of this jurisdiction (whether on account of the par value of the shares or by way of premium) is not affected by the share ceasing to have a par value.
20 References in contracts and other documents to par value
(1) This clause applies for the purpose of interpreting and applying the following after the transfer date:
(a) a contract entered into by a transferring financial institution of this jurisdiction before the transfer date (including the institution’s constitution)
(b) a trust deed or other document executed by or in relation to the institution before the transfer date.
(2) A reference to the par value of a share issued by a transferring financial institution of this jurisdiction is taken to be a reference to:
(a) if the share is issued before the transfer date—the par value of the share immediately before then; or
(b) if the share is issued on or after the transfer date but shares of the same class were on issue immediately before then—the par value that the share would have had if it had been issued then; or
(c) if the share is issued on or after the transfer date and shares of the same class were not on issue immediately before then—the par value determined by the directors.
A reference to share premium is taken to be a reference to any residual share capital in relation to the share.
(3) A reference to a right to a return of capital on a share issued by the institution is taken to be a reference to a right to a return of capital of a value equal to the amount paid in respect of the share’s par value.
(4) A reference to the aggregate par value of the institution’s issued share capital is taken to be a reference to that aggregate as it existed immediately before the transfer date and:
(a) increased to take account of the par value of any shares issued after then; and
(b) reduced to take account of the par value of any shares cancelled after then.
Subdivision D—Charges
21 Registration of prior charges
(1) If, immediately before the transfer date, a charge on property of a transferring financial institution of this jurisdiction was registered under section 265 of this Law (as applied by the previous governing Code), ASIC is taken to have entered in the Australian Register of Company Charges the time, date and particulars entered in the register under the previous governing Code.
(2) ASIC is taken to have done so at the beginning of the transfer date, and in accordance with subsection 265(2).
(3) An act or thing done by or in relation to the institution under, or for the purposes of, a provision of sections 262 to 277 of this Law (as applied by the previous governing Code) is taken to have been done under, or for the purposes of, that provision of this Law.
Part Part 2J - Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 - 1 does not apply to the cancellation of a membership share. | Zoe