Financial Sector Reform (Northern Territory) Act 1999

Mechanically, the Financial Sector Reform (Northern Territory) Act 1999 (the Act) transfers territorial supervisory, regulatory and legal arrangements for building societies, credit unions and friendly societies into the Commonwealth-led regime established by the Corporations Law and the Commonwealth prudential and market regulators. The Act does four categories of things.

First, it repeals the Territory-level statutory framework for financial institutions and friendly societies (section 6) and causes entities that were societies under the previous Codes to be registered as companies under the Corporations Law on the transfer date, without creating new legal entities (section 7(1)-(3)). The Act therefore effects a legal status conversion rather than a corporate creation: a transferring financial institution is “taken, in accordance with Schedule 4 to the Corporations Law, to become registered as a company” under its existing name (s 7(1)); and registration under the Corporations Law “does not create a new legal entity” (s 7(3)).

Second, it implements Commonwealth transfer machinery for bank-like authorised deposit-taking institutions (ADIs) and life insurers by giving statutory effect, within the Territory, to business transfer rules in the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth) (the FS(BTGR) Act). The Part 3 provisions treat receiving bodies as successors in law to transferring bodies to the extent of the transfer, and specify that assets and liabilities transfer without further conveyance or assignment (ss 8-11). They also create a certificate-based evidentiary regime: authorised APRA officers may certify transferred assets and liabilities, and those certificates are evidence of the matters certified (ss 9, 12).

Third, the Act confers functions and powers on the two Commonwealth regulators, APRA and ASIC, to enable them to act in the Territory and to exercise enforcement functions in respect of acts and omissions under the repealed Codes (ss 17-18, 37). It provides that specified parts of the AFIC Code, Financial Institutions Code and Friendly Societies Code continue to apply for the investigation and prosecution of pre-transfer conduct, with textual adjustments to substitute references to the Commonwealth regulators where appropriate (ss 38-40).

NORTHERN TERRITORY OF AUSTRALIA FINANCIAL SECTOR REFORM (NORTHERN TERRITORY) ACT 1999 As in force at 20 June 2018 Table of provisions Part 1 Preliminary 1 Short title ......................................................................................... 1 2 Purpose ........................................................................................... 1 3 Commencement .............................................................................. 1 4 Definitions ........................................................................................ 2 5 Crown is bound................................................................................ 4 6 Repeals ........................................................................................... 4 Part 2 Registration of certain entities as companies 7 Transferring financial institutions ..................................................... 4 Part 3 ADIs and life insurance companies: transfer of business 8 Words defined in FS(BTGR) Act...................................................... 5 9 Authorised APRA officer .................................................................. 5 10 Voluntary transfers .......................................................................... 5 11 Compulsory transfers ...................................................................... 6 12 Certificates evidencing operation of Part ......................................... 7 13 Interests in land ............................................................................... 7 14 Certificates in relation to other assets.............................................. 8 15 Documents purporting to be certificates .......................................... 8 16 Relationship of Part with other laws................................................. 8 Part 4 Conferral of functions and powers o APRA and ASIC 17 Conferral of functions and powers on APRA ................................... 9 18 Conferral of functions and powers on ASIC ..................................... 9 Part 5 Provisions relating to AFIC Division 1 AFIC to continue 19 Continuation of AFIC for certain purposes ..................................... 10 20 Delegation of AFIC's powers ......................................................... 10

Financial Sector Reform (Northern Territory) Act 1999 ii Division 2 Provisions about AFIC's staff 21 Definition........................................................................................ 10 22 Transfer of staff to APRA under transfer agreement ..................... 10 23 Effect of transfer under section 22 or of employees of AFIC becoming appointed to the Australian Public Service .................... 11 24 Statement of accrued benefits etc. ................................................ 11 Division 3 Information may be given to APRA or ASIC 25 Giving of information ...................................................................... 11 Division 4 Transfer of AFIC's assets and liabilities 26 Transfer of assets and liabilities .................................................... 12 Division 5 Proceedings involving AFIC 27 Continuation and preservation of certain civil proceedings involving AFIC ............................................................................... 12 28 Continuation of certain offence proceedings.................................. 13 Part 6 Provisions relating to TSA Division 1 TSA to continue 29 Continuation of TSA for certain purposes ...................................... 13 30 Contracts and agreements with TSA continue............................... 14 31 Dissolution of TSA ......................................................................... 14 Division 2 Information may be given to APRA and ASIC 32 Giving of information ...................................................................... 14 Division 3 Proceedings involving TSA 33 Continuation and preservation of civil proceedings involving TSA ............................................................................................... 15 34 Continuation of certain offence proceedings.................................. 15 Division 4 Winding up of certain funds 35 Supervision Fund........................................................................... 15 36 Credit Unions Contingency Fund ................................................... 16 Part 7 Enforcement by APRA and ASIC of repealed Codes 37 Conferral of functions and powers relating to financial institutions and friendly societies ................................................... 17

Financial Sector Reform (Northern Territory) Act 1999 iii 38 AFIC Code provisions .................................................................... 17 39 Financial Institutions Code provisions ........................................... 18 40 Friendly Societies Code provisions................................................ 19 41 Conferral of functions and powers ................................................. 21 Part 8 Other transitional 42 Dormant accounts ......................................................................... 21 43 Withdrawable shares in building societies ..................................... 21 44 Mergers and transfers of engagements commenced under Financial Institutions (NT) Code .................................................... 22 45 Mergers and transfers of engagements commenced under Friendly Societies (NT) Code......................................................... 24 46 Australian Financial Institutions Appeals Tribunal ......................... 26 Part 9 Miscellaneous 47 Building societies and credit unions............................................... 26 48 Friendly societies ........................................................................... 26 49 Exemption from taxes .................................................................... 27 50 Regulations.................................................................................... 27 ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 20 June 2018

FINANCIAL SECTOR REFORM (NORTHERN TERRITORY) ACT 1999 An Act to make provision for the reform of the financial sector, to repeal the Financial Institutions (NT) Act 1992, the Friendly Societies (NT) Act 1997 and the Financial Institutions (Territory Supervisory Authority) Act 1992 and for other purposes Part 1 Preliminary 1 Short title This Act may be cited as the Financial Sector Reform (Northern Territory) Act 1999. 2 Purpose The main purposes of this Act are: (a) to facilitate the registration of building societies, credit unions and friendly societies and related bodies as companies under the Corporations Law in accordance with amendments made by the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 of the Commonwealth; and (b) to enact transitional and ancillary provisions. 3 Commencement (1) Subject to subsection (2), this Act comes into operation on the day on which the Administrator's assent to the Act is declared. (2) The following provisions come into operation on the transfer date: (a) section 6; (b) Parts 2, 3 and 4; (c) Divisions 1 and 5 of Part 5; (d) Divisions 1 and 3 of Part 6; (e) Parts 7 and 8.

Part 1 Preliminary Financial Sector Reform (Northern Territory) Act 1999 2 4 Definitions In this Act: AFIC means the Australian Financial Institutions Commission established by the AFIC Act. AFIC Act means the Australian Financial Institutions Commission Act 1992 of Queensland. AFIC Code means the AFIC (NT) Code. AFIC (NT) Code means the provisions applying before the transfer date because of section 5 of the Financial Institutions (NT) Act 1992 and includes the AFIC (NT) Regulations. AFIC (NT) Regulations means the provisions applying before the transfer date because of section 6 of the Financial Institutions (NT) Act 1992. AFIC Regulations means the AFIC (NT) Regulations. APRA means the Australian Prudential Regulation Authority. APRA Act means the Australian Prudential Regulation Authority Act 1998 of the Commonwealth. APRA employee means a person appointed under section 45 of the APRA Act. ASIC means the Australian Securities and Investments Commission. authorised APRA officer, in a provision of Part 3, means a person authorised under section 9 to perform or exercise the functions or powers of an authorised APRA officer under that provision. employee, in relation to AFIC, includes a person engaged by AFIC on a contract for services. enforcement power means a function or power relating to: (a) the investigation of an offence; (b) the institution and carrying on of a prosecution of an offence; or (c) matters relating to an investigation or prosecution of an offence.

Part 1 Preliminary Financial Sector Reform (Northern Territory) Act 1999 3 Financial Institutions Code means the Financial Institutions (NT) Code. financial institutions legislation has the same meaning as in section 8 of the AFIC Code. Financial Institutions (NT) Code means the provisions applying before the transfer date because of section 8 of the Financial Institutions (NT) Act 1992 and includes the Financial Institutions (NT) Regulations. Financial Institutions (NT) Regulations means the provisions applying before the transfer date because of section 9 of the Financial Institutions (NT) Act 1992. Financial Institutions Regulations means the Financial Institutions (NT) Regulations. fiscal bodies legislation has the same meaning as in section 3 of the AFIC Code. Friendly Societies Code means the Friendly Societies (NT) Code. Friendly Societies (NT) Code means the provisions applying before the transfer date because of section 5 of the Friendly Societies (NT) Act 1997 and includes the Friendly Societies (NT) Regulations. Friendly Societies (NT) Regulations means the provisions applying before the transfer date because of section 6 of the Friendly Societies (NT) Act 1997. FS(BTGR) Act means the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth). FSR Act means the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 of the Commonwealth. relevant Commonwealth body means APRA or ASIC. society means an entity that, before the transfer date, was a society under the Financial Institutions Code. State Supervisory Authority has the same meaning as in the financial institutions legislation. SSA means State Supervisory Authority. TSA means the Territory Supervisory Authority established under the Financial Institutions (Territory Supervisory Authority) Act 1992.

Part 2 Registration of certain entities as companies Financial Sector Reform (Northern Territory) Act 1999 4 transfer date means the date that, under section 3(16) of the FSR Act, is specified as the transfer date for the purposes of that Act. Note for section 4 The Interpretation Act 1978 contains definitions and other provisions that may be relevant to this Act. 5 Crown is bound (1) This Act binds the Crown in right of the Territory and, so far as the legislative power of the Legislative Assembly permits, the Crown in all its other capacities. (2) Nothing in this section permits the Crown in any of its capacities to be prosecuted for an offence. 6 Repeals (1) The Financial Institutions (NT) Act 1992 is repealed. (2) The Friendly Societies (NT) Act 1997 is repealed. (3) The Financial Institutions (Territory Supervisory Authority) Act 1992 is repealed. Part 2 Registration of certain entities as companies 7 Transferring financial institutions (1) On the transfer date, each transferring financial institution of this jurisdiction is taken, in accordance with Schedule 4 to the Corporations Law, to become registered as a company under that Law under the name under which the institution was registered under the previous governing Code immediately before the transfer date. (2) Subsection (1) applies even if the institution is an externally- administered body corporate immediately before the transfer date. (3) Registration under the Corporations Law of a transferring financial institution of this jurisdiction as a company does not create a new legal entity. (4) In this section, previous governing code and transferring financial institution of this jurisdiction have the same respective meanings as they have in Schedule 4 of the Corporations Law.

Part 3 ADIs and life insurance companies: transfer of business Financial Sector Reform (Northern Territory) Act 1999 5 Part 3 ADIs and life insurance companies: transfer of business 8 Words defined in FS(BTGR) Act Words defined in the FS(BTGR) Act have the same respective meanings in this Part. 9 Authorised APRA officer (1) APRA may, in writing, authorise a person who is an APRA board member, or an APRA staff member, to perform or exercise the functions or powers of an authorised APRA officer under a particular provision of this Part. (2) The functions and powers necessary for the purposes of this section are conferred on APRA. 10 Voluntary transfers (1) The purpose of this section is to facilitate voluntary transfers of business under Part 3 of the FS(BTGR) Act for regulated bodies. (2) This section applies when a certificate of transfer issued under section 18 of the FS(BTGR) Act comes into force under Division 3 of Part 3 of that Act. (3) The receiving body is taken to be the successor in law of the transferring body, to the extent of the transfer. (4) In particular: (a) if the transfer is a total transfer, all the assets and liabilities of the transferring body become respectively the assets and liabilities of the receiving body without any transfer, conveyance or assignment; (b) if the transfer is a partial transfer, all the assets and liabilities of the transferring body included in the list of assets and liabilities specified in the statement of detail become respectively assets and liabilities of the receiving body without any transfer, conveyance or assignment; and (c) to the extent of the transfer, the duties, obligations, immunities, rights and privileges applying to the transferring body apply to the receiving body.

Part 3 ADIs and life insurance companies: transfer of business Financial Sector Reform (Northern Territory) Act 1999 6 (5) If there is an approved section 20 statement in relation to the transfer that specifies: (a) that particular things are to happen or are taken to be the case, those things are taken to happen, or to be the case, in accordance with the statement; or (b) a mechanism for determining things that are to happen or are taken to be the case, things determined in accordance with that mechanism are taken to happen, or to be the case, as determined in accordance with that mechanism. 11 Compulsory transfers (1) The purpose of this section is to facilitate compulsory transfers of business under Part 4 of the FS(BTGR) Act for regulated bodies. (2) This section applies when a certificate of transfer issued under section 33 of the FS(BTGR) Act comes into force under Division 3 of Part 4 of that Act. (3) The receiving body is taken to be the successor in law of the transferring body, to the extent of the transfer. (4) In particular: (a) if the transfer is a total transfer – all the assets and liabilities of the transferring body become respectively the assets and liabilities of the receiving body without any transfer, conveyance or assignment; (b) if the transfer is a partial transfer – all the assets and liabilities of the transferring body that are included in the list, mentioned in section 33(2)(c) of the FS(BTGR) Act, included in, or attached to, the certificate of transfer become respectively assets and liabilities of the receiving body without any transfer, conveyance or assignment; and (c) to the extent of the transfer – the duties, obligations, immunities, rights and privileges applying to the transferring body apply to the receiving body. (5) If the certificate of transfer includes provisions of a kind mentioned in section 33(3) of the FS(BTGR) Act specifying: (a) that particular things are to happen or are taken to be the case, those things are taken to happen or to be the case, in accordance with those provisions; or

Part 3 ADIs and life insurance companies: transfer of business Financial Sector Reform (Northern Territory) Act 1999 7 (b) a mechanism for determining things that are to happen or are taken to be the case, things determined in accordance with that mechanism are taken to happen, or to be the case, as determined in accordance with that mechanism. (6) If there is an approved section 30 statement in relation to the transfer that specifies: (a) that particular things are to happen or are taken to be the case, those things are taken to happen, or to be the case, in accordance with the statement; or (b) a mechanism for determining things that are to happen or are taken to be the case, things determined in accordance with that mechanism are taken to happen, or to be the case, as determined in accordance with that mechanism. 12 Certificates evidencing operation of Part (1) An authorised APRA officer may, by a certificate in writing signed by the officer, certify anything in relation to the effect of this Part, and, in particular may certify that: (a) a particular asset of a transferring body has become a transferred asset of a receiving body; or (b) a particular liability of a transferring body has become a transferred liability of a receiving body. (2) For all purposes and in all proceedings, a certificate under subsection (1) is evidence of the matters certified. 13 Interests in land Without prejudice to the generality of this Part and despite anything to the contrary in any other Act or law, if, immediately before the date on which an asset of a transferring body becomes a transferred asset of a receiving body, the transferring body is the registered proprietor of an interest in land under the Land Title Act 2000, then on and after that date: (a) the receiving body is to be taken to be the registered proprietor of that interest in land; and (b) the receiving body has the same rights and remedies in respect of that interest as the transferring body had.

Part 3 ADIs and life insurance companies: transfer of business Financial Sector Reform (Northern Territory) Act 1999 8 (2) The Registrar-General, on being requested to do so and on delivery of any relevant certificate of title or instrument and certificate of an authorised APRA officer, must make any amendments in the Register that are necessary because of the operation of this Part. 14 Certificates in relation to other assets (1) This section applies if: (a) an asset, other than land or an interest in land, becomes, under this Part, an asset of a receiving body; and (b) there is lodged with the entity who has, under the law, responsibility for keeping a register or record relating to assets of that kind a certificate that: (i) is signed by an authorised APRA officer; (ii) identifies the asset; and (iii) states the asset has, under this Part, become an asset of the receiving body. (2) The entity may: (a) register or record the matter in the same manner as transactions in relation to assets of that kind are registered or recorded; and (b) deal with, and give effect to, the certificate. (3) This section does not affect the operation of the Corporations Law. 15 Documents purporting to be certificates A document purporting to be a certificate mentioned in section 13 or 14 is taken to be a certificate of that type unless the contrary is established. 16 Relationship of Part with other laws (1) This Part has effect despite anything in a contract, deed, undertaking, agreement or other instrument. (2) Nothing done under this Part: (a) places a receiving body, a transferring body or another person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong;

Part 4 Conferral of functions and powers o APRA and ASIC Financial Sector Reform (Northern Territory) Act 1999 9 (b) places a receiving body, a transferring body or another person in breach of: (i) a law of the Territory; or (ii) a contractual provision prohibiting, restricting or regulating the assignment or transfer of an asset or liability or the disclosure of information; or (c) releases a surety, wholly or partly, from all or any of the surety's obligations. (3) Without limiting subsection (1), if, 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. Part 4 Conferral of functions and powers o APRA and ASIC 17 Conferral of functions and powers on APRA (1) APRA has the functions and powers conferred or expressed to be conferred on it by or under this Act. (2) APRA has power to do acts in the Territory in the performance or exercise of any function or power conferred or expressed to be conferred on APRA by or under a law of another jurisdiction corresponding to this Act. 18 Conferral of functions and powers on ASIC (1) ASIC has the functions and powers conferred or expressed to be conferred on it by or under this Act. (2) ASIC has power to do acts in the Territory in the performance or exercise of any function or power conferred or expressed to be conferred on ASIC by or under a law of another jurisdiction corresponding to this Act.

Part 5 Provisions relating to AFIC Division 2 Provisions about AFIC's staff Financial Sector Reform (Northern Territory) Act 1999 10 Part 5 Provisions relating to AFIC Division 1 AFIC to continue 19 Continuation of AFIC for certain purposes (1) This section applies despite: (a) the repeal of the AFIC Act by the Financial Sector Reform (Queensland) Act 1999 of Queensland; and (b) the repeal of the Financial Institutions (NT) Act 1992. (2) AFIC and its board continue in existence, but only for the following purposes: (a) to give effect to matters relating to the transfer, under a law of the Commonwealth or of a State or another Territory or this Act, of any of its functions under the fiscal bodies legislation to APRA or ASIC; (b) to prepare reports and financial statements. 20 Delegation of AFIC's powers (1) AFIC's board may delegate AFIC's powers to an appropriately qualified employee of AFIC. (2) In subsection (1), appropriately qualified includes having the qualifications, experience or standing appropriate to exercise the power. Division 2 Provisions about AFIC's staff 21 Definition In this Subdivision, employees, of AFIC, includes the executive director of AFIC. 22 Transfer of staff to APRA under transfer agreement (1) The Queensland Minister administering the Financial Sector Reform (Queensland) Act 1999 of Queensland may enter into a transfer agreement under Division 2 of Part 1 of Schedule 8 of the FSR Act, that determines, or provides for determining, that particular employees of AFIC become APRA employees on a particular date, not being a date before the transfer date. (2) The transfer agreement has effect according to its terms.

Part 5 Provisions relating to AFIC Division 3 Information may be given to APRA or ASIC Financial Sector Reform (Northern Territory) Act 1999 11 23 Effect of transfer under section 22 or of employees of AFIC becoming appointed to the Australian Public Service (1) This section applies if a person becomes an APRA employee under section 22. (2) This section also applies if: (a) a person is appointed to the Australian Public Service under section 81B(1) of the Public Service Act 1922 of the Commonwealth on or after the transfer date; and (b) immediately before the appointment, the person was an employee of AFIC. (3) If the person is the executive director of AFIC, the executive director's appointment under the AFIC Code immediately ends. (4) If the person is another employee of AFIC, the employee's employment with AFIC immediately ends. (5) A person is not entitled to receive any payment or other benefit, whether under a contract or otherwise, because the person's appointment or employment ends under this section. 24 Statement of accrued benefits etc. Before an employee of AFIC becomes an APRA employee under section 22 or is appointed to the Australian Public Service as mentioned in section 23(2), AFIC must give the person, and APRA or the Commonwealth Public Service Commissioner, a written statement stating particulars of the benefits to which the person has an accrued entitlement, the person's remuneration and the person's length of service with AFIC. Division 3 Information may be given to APRA or ASIC 25 Giving of information (1) This section applies to: (a) a director of AFIC's board; (b) an employee of AFIC; (c) a person appointed by AFIC to carry out duties under the fiscal bodies legislation; and (d) a person who has been a person mentioned in paragraph (a), (b) or (c).

Part 5 Provisions relating to AFIC Division 5 Proceedings involving AFIC Financial Sector Reform (Northern Territory) Act 1999 12 (2) A person to whom this section applies may disclose to APRA or ASIC information the person acquired while engaged in the administration of the fiscal bodies legislation. (3) This section applies despite section 155 of the AFIC Code and section 477 of the Friendly Societies Code. Division 4 Transfer of AFIC's assets and liabilities 26 Transfer of assets and liabilities (1) The Queensland Minister administering the Financial Sector Reform (Queensland) Act 1999 of Queensland may enter into a transfer agreement under Division 3 of Part 1 of Schedule 8 of the FSR Act connected with the transfer of AFIC's assets or liabilities to APRA or ASIC. (2) The transfer agreement has effect according to its terms. Division 5 Proceedings involving AFIC 27 Continuation and preservation of certain civil proceedings involving AFIC (1) This section applies to a proceeding: (a) whether or not it arose or arises under the fiscal bodies legislation; and (b) regardless of where it arose or arises. (2) For the purposes of a proceeding commenced before the transfer date to which AFIC was a party immediately before that date, the State of Queensland is substituted for AFIC as a party to the proceeding. (3) For the purposes of a proceeding not commenced before the transfer date and which could if commenced after the date be brought against AFIC, or but for the commencement of section 6 and the dissolution of AFIC, could have been brought against AFIC, the proceeding may instead be brought against the State of Queensland. (4) For the purposes of this section, evidence that would have been admissible for or against AFIC is admissible for or against the State of Queensland. (5) This section does not apply to a proceeding for an offence.

Part 6 Provisions relating to TSA Division 1 TSA to continue Financial Sector Reform (Northern Territory) Act 1999 13 28 Continuation of certain offence proceedings (1) This section applies to a proceeding for an offence brought under section 63 of the AFIC Code by AFIC, or a person authorised in writing by AFIC, that commenced before the transfer date but was not completed before the date. (2) On and after the transfer date, the proceeding may continue to be prosecuted by either APRA or ASIC in place of AFIC or the person authorised by AFIC and APRA or ASIC may be substituted in the proceeding for AFIC or the person. (3) The functions and powers necessary for this section are conferred on APRA and ASIC. Part 6 Provisions relating to TSA Division 1 TSA to continue 29 Continuation of TSA for certain purposes (1) This section applies despite the repeal of the Financial Institutions (Territory Supervisory Authority) Act. (2) TSA continues in existence and the appointment of the Registrar of Financial Institutions as the person constituting the TSA continues in force, but only for the following purposes: (a) to give effect to anything relating to the transfer, under a law of the Commonwealth or this Act, of any of its functions as an SSA under the fiscal bodies legislation to APRA or ASIC. (b) to prepare a final winding up report and final financial statements; (c) to do other things under this Part; (d) winding-up itself as soon as practicable but, in any case, within 12 months after the transfer date. (3) Without limiting subsection (2)(a), TSA must comply with Schedule 4, clause 4 of the Corporations Law. (4) TSA has the powers necessary or desirable for it to act under subsection (2) or (3) including the powers: (a) to engage employees; and

Part 6 Provisions relating to TSA Division 2 Information may be given to APRA and ASIC Financial Sector Reform (Northern Territory) Act 1999 14 (b) to execute a contract, deed or other document necessary for its winding-up. (5) Also, to the extent it is necessary or desirable to allow TSA to act under subsection (2), the provisions of the fiscal bodies legislation and the TSA Act continue to apply despite the repeal of all or any of the legislation or of the Act. (6) In this section, winding-up, in relation to TSA, includes TSA realising its assets and discharging its liabilities. 30 Contracts and agreements with TSA continue The repeal of the TSA Act does not of itself terminate a contract or other agreement between TSA and another person. 31 Dissolution of TSA (1) TSA is dissolved on the earlier of the following: (a) 12 months after the transfer date; (b) the day stated in a notice published in the Gazette by the Minister. (2) TSA must, before TSA is dissolved, prepare and give to the Minister a written final winding-up report and final financial statements on TSA's operations since the transfer date. Division 2 Information may be given to APRA and ASIC 32 Giving of information (1) This section applies to: (a) the Registrar of Financial Institutions as the person constituting TSA; (b) an employee of TSA; (c) a person appointed by TSA for the purpose of carrying out duties under the fiscal bodies legislation; and (d) a person who has been a person mentioned in paragraph (a), (b) or (c). (2) A person to whom this section applies may disclose to APRA or ASIC information the person acquired while engaged in the administration of the fiscal bodies legislation.

Part 6 Provisions relating to TSA Division 4 Winding up of certain funds Financial Sector Reform (Northern Territory) Act 1999 15 (3) This section applies despite section 410 of the Financial Institutions Code or section 477 of the Friendly Societies Code. Division 3 Proceedings involving TSA 33 Continuation and preservation of civil proceedings involving TSA (1) For the purposes of a proceeding commenced before the transfer date to which TSA was a party immediately before that date, the Territory is substituted for TSA as a party to the proceeding. (2) For the purposes of a proceeding not commenced before the transfer date and which could, if commenced after the date, be brought against TSA, or but for the commencement of section 6, could have been brought against TSA, the proceeding may instead be brought against the Territory. (3) For the purposes of this section, evidence that would have been admissible for or against TSA is admissible for or against the Territory. (4) This section does not apply to a proceeding for an offence. 34 Continuation of certain offence proceedings (1) This section applies to a proceeding for an offence brought under section 404 of the Financial Institutions Code or section 471 of the Friendly Societies Code by TSA, or a person authorised in writing by TSA, that commenced before the transfer date but that was not completed before the date. (2) On and after the transfer date, the proceeding may continue to be prosecuted by either APRA or ASIC in place of TSA or the person authorised by TSA and APRA or ASIC may be substituted for TSA or the person. (3) The functions and powers necessary for this section are conferred on APRA and ASIC. Division 4 Winding up of certain funds 35 Supervision Fund (1) Despite the repeal of the Financial Institutions (NT) Act 1992, the Supervision fund continues in existence until TSA fulfils its obligations under this section.

Part 6 Provisions relating to TSA Division 4 Winding up of certain funds Financial Sector Reform (Northern Territory) Act 1999 16 (2) TSA must pay out of the Supervision Fund at such time or times as TSA determines: (a) to APRA – such amount in respect of any other liabilities of TSA that, by reason of this Act, become liabilities of APRA, as is determined by TSA; (b) to ASIC – such amount in respect of any other liabilities of TSA that, by reason of this Act, become liabilities of ASIC, as is determined by TSA; and (c) to each building society, credit union and friendly society – an amount determined by TSA as representing the amount of supervision levy paid by the building society, credit union or friendly society into the supervision fund and unexpended. 36 Credit Unions Contingency Fund (1) On the day before the transfer date, TSA must, under section 99A of the Financial Institutions Code, distribute the whole of retained earnings to the contribution accounts of credit unions. (2) For the purposes of subsection (1), section 99A(3) of the Financial Institutions Code does not apply. (3) Immediately after TSA complies with subsection (1) it must pay from the Credit Unions Contingency Fund to each credit union the amount standing to the credit union's credit in the fund. (4) Subsection (3) applies despite section 103 of the Financial Institutions Code. (5) In this section: contribution accounts, of credit unions, means the parts of the Credit Unions Contingency Fund that, under section 98(10) of the Financial Institutions Code, are treated as a deferred asset in the accounts of the credit unions. credit union means a credit union under the Financial Institutions Code. retained earnings has the same meaning as in section 99A of the Financial Institutions Code.

Part 7 Enforcement by APRA and ASIC of repealed Codes Financial Sector Reform (Northern Territory) Act 1999 17 Part 7 Enforcement by APRA and ASIC of repealed Codes 37 Conferral of functions and powers relating to financial institutions and friendly societies (1) Either relevant Commonwealth body has the same enforcement powers relating to anything done or omitted to be done under a Code before the transfer date as AFIC or TSA had immediately before that date. (2) For the purposes of subsection (1), a Code applies with all necessary changes. (3) In this section, Code means: (a) the AFIC Code; (b) the Financial Institutions Code; or (c) the Friendly Societies Code. 38 AFIC Code provisions (1) Part 8 of the AFIC Code, other than sections 50, 51, 55 and 58, and the other provisions of the Code relevant to the Part, continue to apply on and after the transfer date in relation to anything done or omitted to be done before that date as if section 6 had not commenced. (2) Despite subsection (1), a provision, or part of a provision, applying under that subsection that creates an offence is not limited in its application to anything done or omitted to be done before the transfer date. (3) For the purposes of the application mentioned in subsection (1): (a) a reference in the Code to AFIC is taken to be a reference to either relevant Commonwealth body; (b) a reference in the Code to a financial institution is taken to be a reference to an entity that on the transfer date is a company under the Corporations Law and that, immediately before that date, was a financial institution under the Code; (c) in section 52(1) of the Code, the words "the financial institutions scheme" are taken to be omitted and the words "investigating whether an offence against the fiscal bodies legislation has been committed" are taken to be substituted; and (d) a reference in section 52(1)(a) or (b) of the Code to an

Part 7 Enforcement by APRA and ASIC of repealed Codes Financial Sector Reform (Northern Territory) Act 1999 18 employee of AFIC or of a State supervisory authority is taken to be a reference to an employee of either relevant Commonwealth body; (e) section 52(5) of the Code is taken to be omitted; (f) a reference in section 53(1) or (2) of the Code to the executive director is taken to be a reference to either relevant Commonwealth body; (g) a reference in section 53(5) of the Code to officers and employees of the State supervisory authorities is taken to be a reference to officers and employees of either relevant Commonwealth body; (h) section 63(1A) and (1B) of the Code are taken to be omitted; (i) a reference in section 63(2) of the Code to the Ministerial Council is taken to be a reference to the Minister administering this Act; and (j) the Code applies with all other necessary changes. (4) This section does not limit section 37. 39 Financial Institutions Code provisions (1) Subdivision 1A of Division 2 of Part 2 (other than sections 75, 79 and 82), Part 10 and sections 392, 397, 398 and 404 of the Financial Institutions Code, and the other provisions of the Code relevant for that Subdivision and those Parts and sections, continue to apply on and after the transfer date in relation to anything done or omitted to be done before that date as if section 6 had not commenced. (2) Despite subsection (1), a provision, or part of a provision, applying under that subsection that creates an offence is not limited in its application to anything done or omitted to be done before the transfer date. (3) For the purposes of the application mentioned in subsection (1): (a) a reference in the Code to the SSA is taken to be a reference to either relevant Commonwealth body; (b) a reference in the Code to a financial body is taken to be a reference to an entity that on the transfer date is a company under the Corporations Law and that, immediately before that date, was a financial body under the Code;

Part 7 Enforcement by APRA and ASIC of repealed Codes Financial Sector Reform (Northern Territory) Act 1999 19 (c) a reference in the Code to a society is taken to be reference to an entity that on the transfer date is a company under the Corporations Law and that, immediately before that date, was a society under the Code; (d) in section 76(1) of the Code, the words "the financial institutions legislation" are taken to be omitted and the words "investigating whether an offence against the financial institutions legislation has been committed" are taken to be substituted; and (e) a reference in section 76(1)(a) or (b) of the Code to an employee of the SSA is taken to be a reference to an employee of either relevant Commonwealth body; (f) section 76(5) of the Code is taken to be omitted; (g) in the definition of "financial body to which this section applies" in section 397(1) of the Code, paragraphs (a), (b), (d), (e) and (f) are taken to be omitted; (h) section 397(2) of the Code is taken to be omitted; (i) in the definition of "financial body to which this section applies" in section 398(1) of the Code, paragraphs (a), (b), (d), (e) and (f) are taken to be omitted; (j) in the definition of "prescribed person" in section 398(1) of the Code, paragraphs (a) and (b) are taken to be omitted; (k) section 398(2) of the Code is taken to be omitted; (l) a reference in section 404(2) of the Code to the Minister is taken to be a reference to the Minister administering this Act; and (m) the Code applies with all other necessary changes. (4) This section does not limit section 37. 40 Friendly Societies Code provisions (1) Subdivision 2 of Division 2 of Part 2 (other than sections 31, 35 and 38), Divisions 3 and 4 of Part 4A, Part 10 and sections 460, 465, 466 and 471 of the Friendly Societies Code, and the other provisions of the Code relevant to that Subdivision, Division or Part or those sections, continue to apply on and after the transfer date in relation to anything done or omitted to be done before that date as if section 6 had not commenced.

Part 7 Enforcement by APRA and ASIC of repealed Codes Financial Sector Reform (Northern Territory) Act 1999 20 (2) Despite subsection (1), a provision, or part of a provision, applying under that subsection that creates an offence is not limited in its application to anything done or omitted to be done before the transfer date. (3) For the purposes of the application mentioned in subsection (1): (a) a reference in the Code to the SSA is taken to be a reference to either relevant Commonwealth body; (b) a reference in the Code to a society is taken to be a reference to an entity that on the transfer date is a company under the Corporations Law and that, immediately before that date, was a society under the Code; (c) in section 32(1) of the Code, the words "the friendly societies legislation" are taken to be omitted and the words "investigating whether an offence against the friendly societies legislation has been committed" are taken to be substituted; (d) a reference in section 32(1)(a) or (b) of the Code to an employee of the SSA is taken to be a reference to an employee of either relevant Commonwealth body; (e) section 32(4) of the Code is taken to be omitted; (f) in the definition of "society to which this section applies" in section 465(1) of the Code, paragraphs (a), (b), (d), (e) and (f) are taken to be omitted; (g) section 465(2) of the Code is taken to be omitted; and (h) in the definition of "society to which this section applies" in section 466(1) of the Code, paragraphs (a), (b), (d), (e) and (f) are taken to be omitted; (i) in the definition of "prescribed person" in section 466(1) of the Code, paragraphs (a) and (b) are taken to be omitted; (j) section 466(2) of the Code is taken to be omitted; (k) a reference in section 471(2) of the Code to the Minister is taken to be a reference to the Minister administering this Act; and (l) the Code applies with all other necessary changes. (4) This section does not limit section 37.

Part 8 Other transitional Financial Sector Reform (Northern Territory) Act 1999 21 41 Conferral of functions and powers The functions and powers necessary for the purposes of this Division are conferred on APRA and ASIC. Part 8 Other transitional 42 Dormant accounts (1) This section applies if: (a) before the transfer date a society transferred an amount from a person's deposit account with a society to another account under section 138A(4)(c) of the Financial Institutions Code; and (b) immediately before the transfer date the amount has not been lawfully totally paid out as mentioned in section 138A(6)(b) of that Code. (2) Immediately before the transfer date the amount remaining in the other account for the person is taken to have been transferred back to the person's deposit account as if it had never been classified as a dormant account or closed under section 138A of the Financial Institutions Code. 43 Withdrawable shares in building societies (1) A person who, immediately before the transfer date, was entitled to a withdrawable share of a building society, is deemed to have become on that date the holder of a deposit with the building society of an amount equal to the amount paid up on the share. (2) The holder of the deposit continues to have the same voting or other rights (if any) as the holder of the withdrawable share had. (3) Any withdrawable shares of a building society on issue immediately before the transfer date and converted to deposits under subsection (1) are deemed to have been cancelled. (4) This section applies subject to such standards or rules about the conversion of withdrawable shares to deposits as are determined by TSA.

Part 8 Other transitional Financial Sector Reform (Northern Territory) Act 1999 22 (5) In this section: building society means a transferring financial institution of this jurisdiction (within the meaning of Part 1 of Schedule 4 to the Corporations Law) authorised under the Financial Institutions Code to operate as a building society immediately before the transfer date. withdrawable share means a withdrawable share within the meaning of the Financial Institutions Code. 44 Mergers and transfers of engagements commenced under Financial Institutions (NT) Code (1) This section applies if a transfer of engagements or merger commenced before the transfer date under Part 7 of the Financial Institutions (NT) Code and immediately before that date has not been completed, or been given effect. (2) The transfer of engagements or merger may be completed, or be given effect, under Part 7 of the Financial Institutions (NT) Code on or after the transfer date and, for that purpose, that Part, and other provisions of the Code relevant to that Part, continue to apply as if section 6 had not commenced. (3) For the purpose of the application mentioned in subsection (2): (a) a reference in the Financial Institutions (NT) Code to the TSA is taken to be a reference to either relevant Commonwealth body; and (b) a reference in the Financial Institutions (NT) Code to the SSA of a participating State is taken to be a reference to either relevant Commonwealth body; and (c) the Financial Institutions (NT) Code applies with all other necessary changes. (4) For the purposes of this section a transfer of engagements was commenced before the transfer date under Part 7 of the Financial Institutions (NT) Code if, before that date: (a) one of the following conditions was satisfied in relation to each society or foreign society involved: (i) the transfer was approved by a special resolution of the society or foreign society, in accordance with the relevant Financial Institutions Code;

Part 8 Other transitional Financial Sector Reform (Northern Territory) Act 1999 23 (ii) the relevant SSA made a determination, under the relevant Financial Institutions Code, that the transfer may be approved by the board of the society or foreign society; or (b) in a case where each entity involved in the transfer is a society, TSA gave a direction, under the Financial Institutions (NT) Code, requiring the transfer. (5) For the purposes of this section, a merger was commenced before the transfer date if, before that date, one of the following conditions was satisfied in relation to each society or foreign society involved: (a) the merger was approved by a special resolution of the society or foreign society, in accordance with the relevant Financial Institutions Code; (b) the relevant SSA made a determination, under the relevant Financial Institutions Code, that the merger may be approved by the board of the society or foreign society. (6) The functions and powers of the SSA that are necessary for the purposes of this section are conferred on each relevant Commonwealth body. (7) In this section: financial institutions agreement has the same meaning as in section 3 of the AFIC Code. foreign society means a body corporate that, before the transfer date, was a society under the financial institutions legislation of another participating State, whether or not it was registered as a foreign society under Part 11 of the Financial Institutions (NT) Code. participating State means a State that, immediately before the transfer date, was a party to the financial institutions agreement and in which, immediately before that date, the foreign society was incorporated. relevant Financial Institutions Code means: (a) in relation to a society, the Financial Institutions (NT) Code; or (b) in relation to a foreign society, the law of another participating State corresponding to the Financial Institutions (NT) Code.

Part 8 Other transitional Financial Sector Reform (Northern Territory) Act 1999 24 relevant SSA means: (a) in relation to a society, TSA; or (b) in relation to a foreign society, the State supervisory authority under the financial institutions legislation of the other participating State. society means an entity that, immediately before the transfer date, was a society under the Financial Institutions (NT) Code. 45 Mergers and transfers of engagements commenced under Friendly Societies (NT) Code (1) This section applies if a transfer of engagements or merger commenced before the transfer date under Part 7 of the Friendly Societies (NT) Code and immediately before that date has not been completed, or been given effect. (2) The transfer of engagements or merger may be completed, or be given effect, under Part 7 of the Friendly Societies (NT) Code on or after the transfer date and, for that purpose, that Part, and other provisions of the Code relevant to that Part, continue to apply as if section 6 had not commenced. (3) For the purposes of the application mentioned in subsection (2): (a) a reference in the Friendly Societies (NT) Code to the SSA is taken to be a reference to either relevant Commonwealth body; and (b) a reference in the Friendly Societies (NT) Code to the SSA of a participating State is taken to be a reference to either relevant Commonwealth body; and (c) the Friendly Societies (NT) Code applies with all other necessary changes. (4) For the purposes of this section a transfer of engagements was commenced before the transfer date under Part 7 of the Friendly Societies (NT) Code if, before that date: (a) one of the following conditions was satisfied in relation to each society or foreign society involved: (i) the transfer was approved by a special resolution of the society or foreign society, in accordance with the relevant Friendly Societies Code;

Part 8 Other transitional Financial Sector Reform (Northern Territory) Act 1999 25 (ii) the relevant SSA made a determination, under the relevant Friendly Societies Code, that the transfer may be approved by the board of the society or foreign society; or (b) in a case where each entity involved in the transfer is a society, TSA gave a direction, under the Friendly Societies (NT) Code, requiring the transfer. (5) For the purposes of this section, a merger was commenced before the transfer date if, before that date, one of the following conditions was satisfied in relation to each society or foreign society involved: (a) the merger was approved by a special resolution of the society or foreign society in accordance with the relevant Friendly Societies Code; (b) the relevant SSA made a determination, under the relevant Friendly Societies Code, that the merger may be approved by the board of the society or foreign society. (6) The functions and powers of the SSA that are necessary for the purposes of this section are conferred on each relevant Commonwealth body. (7) In this section: financial institutions agreement has the same meaning as in section 3 of the AFIC Code. foreign society means a body corporate that, before the transfer date, was a society under the friendly societies legislation of another participating State, whether or not it was registered as a foreign society under Part 11 of the Friendly Societies (NT) Code. friendly societies legislation has the same meaning as in section 8A of the AFIC Code. participating State means a State which, immediately before the transfer date, was a party to the financial institutions agreement and in which, immediately before that date, the foreign society was incorporated. relevant Friendly Societies Code means: (a) in relation to a society, the Friendly Societies (NT) Code; or (b) in relation to a foreign society, the law of another participating State corresponding to the Friendly Societies (NT) Code.

Part 9 Miscellaneous Financial Sector Reform (Northern Territory) Act 1999 26 relevant SSA means: (a) in relation to a society, TSA; or (b) in relation to a foreign society, the State supervisory authority under the friendly societies legislation of the other participating State. society means an entity that, immediately before the transfer date, was a society under the Friendly Societies (NT) Code. 46 Australian Financial Institutions Appeals Tribunal (1) This section applies on the transfer date. (2) The Australian Financial Institutions Appeals Tribunal established under section 8 of the AFIC Act ceases to exist by reason of the Financial Sector Reform (Queensland) Act 1999 of Queensland. (3) All applications made to the Australian Financial Institutions Appeal Tribunal under a Code for review of a decision that have not been decided are taken to have been withdrawn. (4) In this section, Code means the AFIC Code, Financial Institutions Code or Friendly Societies Code. Part 9 Miscellaneous 47 Building societies and credit unions Unless the contrary intention appears, a reference in an Act (other than this Act) or an instrument of a legislative or administrative character to a building society or credit union has effect on and after the transfer date as a reference to an ADI. 48 Friendly societies Unless the contrary intention appears, a reference in an Act (other than this Act) or an instrument of a legislative or administrative character to a friendly society has effect on and after the transfer date as a reference to a body: (a) that, immediately before the transfer date, was a society within the meaning of the Friendly Societies Code; or (b) a body that is a friendly society for the purposes of the Life Insurance Act 1995 of the Commonwealth.

Part 9 Miscellaneous Financial Sector Reform (Northern Territory) Act 1999 27 49 Exemption from taxes (1) No stamp duty or any other duty or tax is chargeable under any Act in respect of anything effected by or done under this Act. (2) Subsection (1) does not apply to Part 3. 50 Regulations The Administrator may make regulations, not inconsistent with this Act, prescribing 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.

ENDNOTES Financial Sector Reform (Northern Territory) Act 1999 28 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Financial Sector Reform (Northern Territory) Act 1999 (Act No. 35, 1999) Assent date 18 June 1999 Commenced 1 July 1999 (s 2) Land Title (Consequential Amendments) Act 2000 (Act No. 45, 2000) Assent date 12 September 2000 Commenced 1 December 2000 (s 2, s 2 Land Title Act 2000 (Act No. 2, 2000) and Gaz G38, 27 September 2000, p 2) Statute Law Revision Act 2017 (Act No. 4, 2017) Assent date 10 March 2017 Commenced 12 April 2017 (Gaz G15, 12 April 2017, p 3) Statute Law Revision Act 2018 (Act No. 10, 2018) Assent date 23 May 2018 Commenced 20 June 2018 (Gaz S41, 20 June 2018) 3 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to: ss 1, 4, 6, 13 and 35 and lt. 4 LIST OF AMENDMENTS s 4 amd No. 10, 2018, s 6 pt 3 hdg amd No. 4, 2017, s 34 s 8 amd No. 10, 2018, s 6 ss 10 – 11 amd No. 10, 2018, s 6 s 13 amd No. 45, 2000, s 11 s 47 amd No. 4, 2017, s 34

1 Financial Sector Reform (Northern Territory) Act 1999

The Act deploys a compact set of labels and legal devices; the main concepts are set out in the definitions and then used throughout the Parts.

Transfer date: the date specified under the Commonwealth Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 (the FSR Act) as the transfer date (s 4). Many transitional consequences hinge on that date (see ss 3(2), 7(1)).
Transferring financial institution of this jurisdiction / society: these terms refer to entities that immediately before the transfer date were registered under the previous governing Codes as building societies, credit unions or friendly societies. The Act treats them as “transferring financial institutions” for the purpose of being registered under the Corporations Law on the transfer date (s 7; definitions in s 4).
Receiving body and transferring body: these are terms used in Part 3 (which gives effect to the FS(BTGR) Act). When a certificate of transfer under the FS(BTGR) Act comes into force, the receiving body is “taken to be the successor in law of the transferring body, to the extent of the transfer” (ss 10(3), 11(3)). The Act distinguishes total transfers from partial transfers and specifies what assets and liabilities pass automatically (ss 10(4)(a)-(b), 11(4)(a)-(b)).
APRA and ASIC: the Commonwealth prudential and market regulators. The Act expressly confers functions and powers on them in the Territory, including power to do acts in the Territory in the performance of functions conferred by laws of other jurisdictions corresponding to this Act (ss 17-18).
AFIC and TSA: two existing supervisory bodies. AFIC is the Australian Financial Institutions Commission established under the AFIC Act (definition in s 4). The Act provides for AFIC to continue in existence but only for transfer, reporting and winding-up related matters (s 19). TSA is the Territory Supervisory Authority under the Financial Institutions (Territory Supervisory Authority) Act 1992; it likewise continues for winding-up and transfer-related purposes (s 29).
Certificates and authorised APRA officer: the Act gives an authorised APRA officer power to certify that particular assets or liabilities have become transferred assets or liabilities (s 12). Those certificates are evidence (s 12(2)); documents purporting to be such certificates are treated as certificates unless contrary is established (s 15). The Act also contemplates certificates used to update registers other than land registers (s 14).
Continuity of pre-transfer offences and investigations: the Act continues specified offence provisions in the AFIC Code, Financial Institutions Code and Friendly Societies Code for the purpose of enabling investigation and prosecution of pre-transfer conduct, and it substitutes references to APRA or ASIC for references to AFIC or TSA as required (ss 37-40).
Tax exemption for transfers effected under the Act: no stamp duty or other duty or tax is chargeable under any Act in respect of anything effected by or done under this Act, but subsection 49(2) excludes Part 3 from that exemption (s 49).

The Act uses several statutory devices repeatedly. Deeming provisions treat receiving bodies as successors in law for transferred assets and liabilities (ss 10-11). Certificates by authorised APRA officers perform conduit functions for registers and proofs of title (ss 12-15). Continuation clauses preserve parts of repealed Codes for enforcement and winding-up (Parts 5-7). Transfer agreements, where the Queensland Minister is empowered to enter them, provide a route for particular asset, liability and staff transfers to be set out in detail (ss 22, 26).

These concepts should be read together. For example, the “no new entity” rule for Corporations Law registration (s 7(3)) operates with the successor-in-law deeming in Part 3 for transfers of business (ss 10-11), and with the certificates regime (ss 12-15) for the practical amendment of public registers and accounting records. The combined effect is continuity of legal identity, statutory successor status for transferred items, and an evidentiary mechanism that third parties and registrars can rely on.

The Act identifies and changes the legal position of a discrete set of actors. Key affected parties are these.

Transferring financial institutions: building societies, credit unions and friendly societies that immediately before the transfer date were registered under the Territory Codes are taken to be registered as companies under the Corporations Law on the transfer date (s 7(1)-(2)). They continue as the same legal entity (s 7(3)), but their regulatory status and the applicable supervisory regime move to Commonwealth law.
Members, depositors and holders of withdrawable shares: individuals and entities with financial interests in transferring institutions are affected by conversion mechanics. Holders of withdrawable shares in building societies are deemed to become holders of deposits for the amount paid up on the share, with the same voting or other rights (s 43(1)-(2)). Dormant-account customers whose amounts were transferred into a TSA-style account immediately before the transfer date may be treated as if their money had never been classified as dormant and the amount is transferred back to their deposit account (s 42).
AFIC and TSA and their staff: AFIC and TSA continue but only for the limited purposes listed (s 19 for AFIC, s 29 for TSA). AFIC may delegate powers to employees (s 20). The Queensland Minister may enter transfer agreements affecting AFIC staff becoming APRA employees (s 22); the transfer or termination of employment is governed by ss 22-24, and the Act expressly provides that a person whose employment ends under s 23 is not entitled to a payment because their appointment or employment ends under that section (s 23(5)). AFIC and TSA officers and employees may disclose information to APRA or ASIC that they acquired while administering fiscal bodies legislation (ss 25, 32).
APRA and ASIC: these two Commonwealth regulators obtain functions and powers under this Act to operate in the Territory and to exercise enforcement powers in respect of prior Code-based conduct (ss 17-18, 37-40). APRA may authorise APRA board members or staff to exercise functions of an authorised APRA officer under Part 3 (s 9).
The Registrar-General and other register-keepers: the Registrar-General must make amendments in the land register on presentation of an APRA certificate or relevant instruments and certificates (s 13(2)). Other entities that maintain registers of asset ownership are enabled to register changes when supplied with an APRA certificate (s 14).
Courts, litigants and parties to proceedings: for civil proceedings that involved AFIC or TSA prior to the transfer date, the State of Queensland or the Territory (as applicable) is substituted as party in place of the abolished body (ss 27, 33). For offence proceedings that began but were not completed before the transfer date, APRA or ASIC may continue the prosecution, and may be substituted for AFIC or TSA (ss 28, 34). The Act thus reallocates litigational rights and responsibilities.
Ministers and the Queensland Government: the Queensland Minister administering the Financial Sector Reform (Queensland) Act 1999 is empowered to enter transfer agreements under which AFIC employees or AFIC assets or liabilities may transfer to APRA or ASIC (ss 22, 26). This is a cross-jurisdictional implementation role that affects how AFIC disposes of its residual responsibilities.
Building societies and credit unions in other participating States and foreign societies involved in pre-commenced mergers or transfers: ss 44-45 make specific provision for mergers and transfers of engagements that were commenced before the transfer date, permitting completion under the previous Codes with textual substitutions as to which supervisory body’s functions apply.
Tax authorities and parties to stamp duty arrangements: s 49 provides a blanket exemption from stamp duty or other duty or tax for instruments effected under the Act, except for Part 3 transfers.

The Act therefore changes where regulatory decisions are taken (from TSA/AFIC to APRA/ASIC), how corporate identity is recorded (deemed registration as company under Corporations Law, s 7), how assets and liabilities are transferred (automatic for the extent of transfer under Part 3, ss 10-11), and how registers and public records are updated (ss 13-15). It also alters who may prosecute or be sued in ongoing matters (ss 27-28, 33-34). These are concrete re‑allocations of legal position and administrative responsibility that affect boards, members, employees, registrars and the regulators themselves.

The Act creates discrete statutory duties, confers regulatory powers and recognises certain rights by deeming and evidentiary devices. The principal duties and rights are as follows.

Duties and obligations conferred on Commonwealth regulators and related powers:

APRA has “the functions and powers conferred or expressed to be conferred on it by or under this Act” and power to do acts in the Territory in performing functions conferred by corresponding laws of other jurisdictions (s 17(1)-(2)). ASIC has the same formulation (s 18(1)-(2)). These provisions place statutory duties on APRA and ASIC to exercise transferred functions and give them express territorial capacity to act.
APRA may authorise an APRA board member or staff member in writing to perform the functions or powers of an “authorised APRA officer” under Part 3 (s 9(1)). The Act confers the necessary functions and powers on APRA to allow that authorisation process (s 9(2)).

Successor rights and duties for receiving bodies:

When a certificate of transfer under the FS(BTGR) Act comes into force, the receiving body is “taken to be the successor in law of the transferring body, to the extent of the transfer” (ss 10(3), 11(3)). That deeming converts rights and obligations: for a total transfer, “all the assets and liabilities of the transferring body become respectively the assets and liabilities of the receiving body without any transfer, conveyance or assignment” (ss 10(4)(a), 11(4)(a)). For a partial transfer, the list of specified assets and liabilities becomes the assets and liabilities of the receiving body (ss 10(4)(b), 11(4)(b)).
To the extent of the transfer, duties, obligations, immunities, rights and privileges applying to the transferring body apply to the receiving body (ss 10(4)(c), 11(4)(c)). The Act also allows approved section 20/30 statements or certificates of transfer to contain directions that specified things happen or are taken to be the case and to specify mechanisms for determining matters; those directions and mechanisms are taken to have effect (ss 10(5), 11(5)-(6)).

Evidentiary and registry rights and duties:

An authorised APRA officer may certify that an asset or liability has become transferred, and such certificates are evidence of the matters certified (s 12(1)-(2)). A document purporting to be such a certificate is taken to be the certificate unless the contrary is established (s 15). These provisions shift evidentiary burdens toward court or register reliance on APRA-issued certificates.
If the transferring body is registered proprietor of an interest in land immediately before transfer, the receiving body is taken to be the registered proprietor on and after that date and has the same rights and remedies in respect of that interest (s 13(1)(a)-(b)). The Registrar-General must, upon request and delivery of the certificate of title and certificate of an authorised APRA officer, make any necessary amendments in the Register (s 13(2)). For non-land registers, s 14 permits register-keepers to register changes based on an authorised APRA officer’s certificate (s 14(1)-(2)).

Protections for entities and continuity of obligations:

The Act provides that Part 3’s operation has effect despite anything in a contract, deed or other instrument (s 16(1)). At the same time, the Act states that nothing done under Part 3 places a receiving body, transferring body or another person “in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong” and does not place them in breach of Territory law or contractual provisions that restrict assignment, nor releases a surety from obligations (s 16(2)(a)-(c)). Additionally, if, apart from s 16(1), 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 to have been given (s 16(3)). These provisions operate to protect parties against claims that the statutory transfers triggered breaches or required third‑party consents.

AFIC and TSA limited duties:

AFIC and its board continue in existence but only for the narrow purposes of giving effect to the transfer of its functions, and to prepare reports and financial statements (s 19(1)-(2)). TSA continues only for the limited purposes of giving effect to transfers of its SSA functions, preparing a final report and statements, doing other things under Part 6, and winding-up itself as soon as practicable but within 12 months after the transfer date (s 29(1)-(2)). TSA also has specified powers necessary to conduct winding-up, including to engage employees and execute contracts (s 29(4)).

Obligations in relation to staff transfers and entitlements:

The Queensland Minister may enter into a transfer agreement to determine that particular employees of AFIC become APRA employees on a particular date (s 22(1)) and the transfer agreement has effect according to its terms (s 22(2)). Where an AFIC employee becomes an APRA employee under s 22, or is appointed to the Australian Public Service after the transfer date, the person’s AFIC appointment or employment ends automatically (s 23(1)-(4)). The Act states that such persons are not entitled to receive any payment or other benefit because their appointment or employment ends under s 23(5). However, before an AFIC employee becomes an APRA employee or APS appointee, AFIC must give the person and APRA or the Public Service Commissioner a written statement of accrued benefit particulars, remuneration and length of service (s 24).

Duty to make transitional distributions:

TSA must pay out of the Supervision Fund amounts determined by TSA to APRA and ASIC in respect of liabilities that become theirs by reason of the Act, and pay to each building society, credit union and friendly society an amount determined by TSA representing the unexpended supervision levy paid by that institution (s 35(2)(a)-(c)). TSA must also distribute retained earnings under section 99A and make payable to each credit union the amount standing to its credit in the Credit Unions Contingency Fund immediately after TSA complies with the distribution requirement (s 36(1)-(4)).

Rights preserved for members and shareholders:

Holders of withdrawable shares in building societies immediately before the transfer date are deemed to have become deposit holders of equal amounts, and they retain the same voting or other rights as they had as withdrawable-share holders (s 43(1)-(2)). Those withdrawable shares are deemed cancelled (s 43(3)).

Other rights:

Persons to whom ss 25 and 32 apply (directors, employees and appointed persons of AFIC and TSA) may disclose to APRA or ASIC information they acquired while administering the fiscal bodies legislation (ss 25(2), 32(2)). The Act expressly says such disclosures apply despite particular Code confidentiality provisions (s 25(3), s 32(3)).

These duties and rights reallocate regulatory responsibility to APRA and ASIC, preserve continuity for corporate identity and rights of creditors and depositors, impose winding-up and distribution responsibilities on TSA, and establish an evidentiary fabric to implement transfers without invoking third-party consent or creating breaches of contract.

The Act does not create a standalone new catalogue of criminal offences. Instead, it preserves enforcement reach into pre-transfer conduct by continuing specified parts of the repealed Codes for the purposes of investigation and prosecution, and by giving APRA and ASIC the enforcement powers AFIC and TSA previously had.

Continuation of enforcement powers:

Section 37 provides that either relevant Commonwealth body, APRA or ASIC, “has the same enforcement powers relating to anything done or omitted to be done under a Code before the transfer date as AFIC or TSA had immediately before that date” (s 37(1)). The section explicitly states that a “Code” for this purpose means the AFIC Code, the Financial Institutions Code or the Friendly Societies Code (s 37(3)). It further provides that for the purpose of that subsection a Code applies with all necessary changes (s 37(2)). This is the statutory mechanism that transfers enforcement competence into APRA and ASIC for pre-transfer conduct.

Specific continuations of Code provisions and adaptations:

The Act lists particular Code provisions that continue to apply on and after the transfer date in relation to actions or omissions before that date. For the AFIC Code, Part 8 (other than specified sections) continues to apply (s 38(1)); for the Financial Institutions Code, certain subdivisions and parts (including sections 392, 397, 398 and 404) continue to apply (s 39(1)); and for the Friendly Societies Code certain provisions continue (s 40(1)). In each case the Act modifies language where necessary to substitute references to APRA or ASIC, or to rephrase references to the “investigating whether an offence ... has been committed” (e.g. s 38(3)(c), s 39(3)(d), s 40(3)(c)). These textual adjustments ensure the pre-existing offence definitions, investigative powers and procedural provisions remain operational but with the Commonwealth regulators in place of the abolished bodies.

Prosecution continuity:

For offence proceedings that commenced before the transfer date but were not completed, APRA or ASIC may continue the prosecution and may be substituted for AFIC or TSA (ss 28(1)-(2), 34(1)-(3)). The statute expressly confers the functions and powers necessary for such substitution on APRA and ASIC (ss 28(3), 34(3)). Those provisions mean criminal or regulatory prosecutions in progress do not lapse because the local supervisory body is abolished.

Evidentiary shift:

Certificates by authorised APRA officers that an asset or liability has become transferred under Part 3 are evidence of the matters certified (s 12(2)). A document purporting to be such a certificate is taken to be that certificate unless the contrary is established (s 15). These provisions create an evidentiary presumption that supports enforcement and civil proceedings by making APRA certification a reliable short-cut for establishing legal title or liability transfer.

Scope of continuing offences:

The Act states that where particular provisions are continued, a provision creating an offence that is applied under the continuation is “not limited in its application to anything done or omitted to be done before the transfer date” (e.g. s 38(2), s 39(2), s 40(2)). That language indicates the preserved Code provisions may apply beyond purely historical conduct, although the principal purpose stated in the Act is to allow investigation and prosecution of pre-transfer conduct.

Limitations and omissions:

The Act does not re-enact entire Codes; it continues specified parts only and omits particular sections. For example, in s 38(1) it continues Part 8 of the AFIC Code other than sections 50, 51, 55 and 58. The textual replacements and omissions are listed in each section (s 38(3), s 39(3), s 40(3)). Practitioners must therefore examine the specific preserved provisions to determine the exact post-transfer enforcement regime that applies to pre-transfer conduct.

Other enforcement-related mechanisms:

Persons who were directors, employees or appointed persons of AFIC or TSA may disclose to APRA or ASIC information they acquired while administering the fiscal bodies legislation, despite certain Code confidentiality provisions (ss 25(2)-(3), 32(2)-(3)). This disclosure authorisation strengthens investigatory capacity by allowing the Commonwealth regulators access to information gathered under former Codes.

Practical consequences:

The practical consequence is that APRA and ASIC can investigate and prosecute past conduct under the former Codes using the substantive and procedural machinery that existed immediately before the transfer date, subject to the textual substitutions and omissions specified. The Act shifts the locus of enforcement to the Commonwealth regulators and gives them powers to continue proceedings in progress, while supplying evidentiary tools (APRA certificates) to implement transfers of property and liabilities that may be relevant to enforcement and remediation.

The Act does not, in its text, specify new maximum penalties or create new criminal offences beyond applying the former Code provisions where continued. Therefore, determining the substantive sanctions that may be applied in any specific enforcement action requires examination of the preserved Code provisions themselves, as applied in the particular factual context and with the textual adjustments the Act prescribes.

The Act is expressly transitional and interstitial in nature. It coordinates with Commonwealth reform instruments, the Corporations Law, Territory land law and the repealed local Codes. The key interaction points are these.

Relationship with Corporations Law:

The Act causes transferring financial institutions to be registered under the Corporations Law on the transfer date in accordance with Schedule 4 to the Corporations Law (s 7(1)). Section 7(3) states registration under the Corporations Law “does not create a new legal entity”, so the Corporations Law is used as a vehicle for maintaining corporate identity and enabling companies law governance in place of the previous Codes.

Interaction with Commonwealth FS(BTGR) Act and FSR Act:

Part 3 imports meanings from the FS(BTGR) Act (s 8) and gives effect to certificates of transfer issued under the FS(BTGR) Act (ss 10-11). The transfer date used throughout is the date specified under the FSR Act (s 4). The Act is therefore an implementing measure that aligns Territory law with Commonwealth business transfer rules and the broader financial-sector reform legislation.

Effect on land law and registers:

If a transferring body is the registered proprietor of an interest in land immediately before an asset becomes a transferred asset, the receiving body is to be taken to be the registered proprietor and the Registrar-General must make necessary amendments on delivery of instrument and APRA certificate (s 13(1)-(2)). That direct instruction to the Registrar-General requires amendment of Land Title Act registers and is supplemented by the Land Title (Consequential Amendments) Act 2000 noted in the endnotes as amending s 13.

Relationship with other Territory legislation and contracts:

Part 3 has effect despite anything in a contract, deed, undertaking or agreement (s 16(1)). However, the Act clarifies that nothing done under this Part places parties in breach of contract, confidence or Territory law, or releases sureties (s 16(2)). Moreover, where advice or consent would have been necessary apart from s 16, the Act deems the advice or consent to have been obtained or given (s 16(3)). This combination makes the statutory transfer mechanism override contractual formalities while protecting entities from being treated as in breach as a consequence, and effectively avoids the need for third-party consents.

Interaction with AFIC Act and Queensland law:

The Act contemplates Queensland’s AFIC Act and the Queensland Minister entering into transfer agreements for AFIC staff or assets to transfer to APRA or ASIC (ss 22, 26). Section 19 preserves AFIC for limited purposes despite repeal of AFIC’s enabling Act by Queensland reform legislation. These provisions create cross-jurisdictional interactions where a State Minister has a role in making inter-agency transfer agreements effective.

Continuity of repealed Codes:

The Act continues specified provisions of the AFIC Code, the Financial Institutions Code and the Friendly Societies Code for the purposes of investigating and prosecuting pre-transfer conduct, with textual changes substituting APRA/ASIC for AFIC/TSA and other adjustments (ss 37-40). The Codes therefore continue to have effect but only in a circumscribed way. Practitioners must read those preserved provisions in conjunction with the Act.

Tax and stamp duty:

The Act exempts instruments effected by or under this Act from stamp duty and other duties or taxes (s 49(1)), but explicitly excludes Part 3 from that exemption (s 49(2)). That means transfers of business under Part 3 may attract duty as applicable, whereas most other ministerial, registry and documentation steps effected under the Act carry a duty exemption.

Statutory registers and certificate reliance:

Sections 12-15 allow APRA certificates to operate as evidence and to be used by registrars and other entities to record transfers of assets and liabilities. That provision interacts with registers kept under other laws, including land registration (s 13) and other asset registers (s 14).

Statute of limitations and proceedings:

The Act substitutes the State of Queensland or the Territory for AFIC or TSA in existing civil proceedings and allows new proceedings to be brought against the State in place of the abolished bodies (ss 27, 33). For offence proceedings in progress, APRA or ASIC may take over prosecutions (ss 28, 34). These substitution mechanisms interact with procedural law and limit arguments that abolishment terminated pre-existing claims.

Regulations:

The Administrator may make regulations to prescribe matters required or permitted by the Act or convenient for carrying out the Act (s 50). That regulation‑making power allows the Territory executive to implement procedural details that interact with other Territory law.

Overall, the Act is a targeted interfacing instrument intended to integrate the Commonwealth reform architecture with Territory law and public registers, preserve legal continuity and enable APRA and ASIC to exercise their functions in the Territory. Practitioners must therefore treat the Act as a bridge statute whose effect is realised only when read with the Corporations Law, the FS(BTGR) Act, the relevant Codes as preserved, land registration law and any transfer agreements entered under ss 22 and 26.

The endnotes to the Act record a small number of formal amendments and consequential changes. The reprint’s endnotes and the explicit amendment entries in the Act identify the following changes and legislative instruments.

Assent and commencement:

The Act received assent on 18 June 1999 and commenced 1 July 1999, with s 2 cited as the commencement provision in the endnotes (Endnote 2).

Consequential amendments:

The Land Title (Consequential Amendments) Act 2000 (Act No. 45, 2000), assented 12 September 2000 and commenced 1 December 2000, amended s 13 to give consequential effect in the Land Title Act context (Endnote 2; see table at front).
The Statute Law Revision Act 2017 (Act No. 4, 2017), assented 10 March 2017 and commenced 12 April 2017, made general amendments of a formal nature to several sections including ss 1, 4, 6, 13 and 35 and the long title (Endnote 3).
The Statute Law Revision Act 2018 (Act No. 10, 2018), assented 23 May 2018, commenced 20 June 2018 and amended s 4 and s 8 and ss 10-11 among other formal updates (Endnote 2 and the list of amendments in Endnote 4).

Specific sections amended and recording:

Endnote 4 lists the sections amended by later Acts: s 4 amended by No. 10, 2018, s 6; part 3 heading amended by No. 4, 2017, s 34; s 8 amended by No. 10, 2018, s 6; ss 10-11 amended by No. 10, 2018, s 6; s 13 amended by No. 45, 2000, s 11; s 47 amended by No. 4, 2017, s 34. These entries indicate the Act has undergone formal updating to align with changes in statutory drafting practice and consequential statutory developments.

Nature of amendments:

The amendments identified in the endnotes appear mostly formal or consequential. For example, the Land Title amendments in 2000 were consequential to the Land Title Act 2000 (as recorded at the front), and statute law revision Acts in 2017 and 2018 appear to have made drafting and internal cross-reference updates. The Act’s core operative mechanisms,repeal of the Codes (s 6), registration under the Corporations Law (s 7), Part 3 transfer mechanics, transfer and winding-up steps for AFIC and TSA, and conferral of functions to APRA and ASIC,remain intact in the text as reprinted.

How to track further amendments:

The Act’s endnotes point to the specific instruments and sections amended. For current practice, practitioners should consult the official reprint held by the Northern Territory’s legislation database or an authorised annotated legislative database for up-to-date amendment history beyond 20 June 2018.

This Amendment history section summarises the formal evolution recorded in the reprint. The Act’s transitionary nature means that many operational changes it enacted were consequential to Commonwealth financial sector reform instruments, so tracking Commonwealth legislation such as the FS(BTGR) Act and the FSR Act is also necessary to understand the total reform package.

The reprinted Act does not record any cases or litigation arising under it, and no judicial decisions are cited within the text. The Act itself provides for procedural substitutions and continuation of proceedings involving the abolished supervisory bodies, but it does not record case law or precedent.

Statutory provisions relevant to litigation continuity:

For civil proceedings where AFIC was a party before the transfer date, the State of Queensland is substituted for AFIC as a party to the proceeding (s 27(2)). For civil proceedings where TSA was a party before the transfer date, the Territory is substituted for TSA (s 33(1)). These substitution provisions preserve ongoing civil litigation and provide a mechanism for claimants and defendants to continue proceedings without seeking new parties.
For offence proceedings commenced before the transfer date that were not completed, APRA or ASIC may continue to prosecute in place of AFIC or TSA and may be substituted in the proceedings (ss 28(1)-(2), 34(1)-(2)). The Acts confer the functions and powers necessary for those substitutions on APRA and ASIC (ss 28(3), 34(3)).

Implication for case law research:

Because the Act’s purpose is transitional, litigation that would be traced back to matters under the repealed Codes may instead appear in records of prosecutions and civil cases continued by APRA, ASIC, the State of Queensland or the Territory pursuant to the substitution provisions. To assess litigation arising from transfers effected by this Act, researchers must search Commonwealth regulator litigation records and State or Territory court dockets for matters continued under ss 27-28 and 33-34, and consult preserved Code provisions identified in Parts 7 and 8.

No named cases in the Act:

The text contains no names of cases, no judicial interpretations and no statutory notes quoting decisions. Accordingly, the reprint provides no litigation history to summarise beyond the continuation and substitution mechanics it establishes.

For practitioners, the upshot is that litigation arising from conduct under the old Codes remains viable, but the institutional party that will prosecute or be sued changed by statutory substitution. Any analysis of enforcement outcomes or legal interpretations will therefore need to examine APRA and ASIC litigation files and the preserved Code provisions rather than rely on judicial comment contained in the Act itself.

The Act contains several provisions that create practical traps or non-obvious consequences for boards, registrars, employees and other stakeholders. The following are concrete points to watch, with section citations.

Corporate registration does not create a new legal entity (s 7(3))

Although transferring societies are “taken ... to become registered as a company” under the Corporations Law (s 7(1)), s 7(3) expressly provides that registration “does not create a new legal entity”. The non‑creation clause preserves continuity of liabilities and obligations, which is useful for creditors and contractual continuity. However, practitioners must remember that corporate governance consequences of being a company under the Corporations Law will follow, including duties and compliance obligations of directors under Commonwealth corporations law. That change in regulatory architecture may require governance updates even though entity identity remains the same.

Certificates by authorised APRA officers are strong evidence (ss 12-15)

APRA certificates that an asset or liability has become transferred are admissible as evidence (s 12(2)), and documents purporting to be such certificates are taken to be certificates unless the contrary is established (s 15). This shifts reliance onto APRA-issued documents for register changes and asset transfers. Third parties relying on public registers should not assume separate conveyancing steps are required, but should ensure they obtain and retain the APRA certificate. The legal rebuttal to a certificate requires affirmative proof to the contrary.

Part 3 transfers may attract duty (s 49(2))

The Act’s general tax and stamp duty exemption (s 49(1)) expressly does not apply to Part 3. That means transfers of business under the FS(BTGR) machinery, as given effect in Part 3, may still attract stamp duty or other duties. Practitioners cannot rely on s 49 to immunise Part 3 transactions from fiscal consequences.

Employment entitlements and cessation without payment (ss 22-24, 23(5))

Transfers of AFIC employees to APRA under transfer agreements are possible (s 22), and AFIC must provide statements of accrued benefits before the transfer (s 24). Critically, s 23(5) provides that a person whose appointment or employment ends under s 23 “is not entitled to receive any payment or other benefit, whether under a contract or otherwise, because the person’s appointment or employment ends under this section.” That means termination from AFIC by operation of the statutory provision does not automatically give rise to separation payments under the Act. Employers and employees should therefore check the terms of any transfer agreement and any contractual redundancy provisions, and not assume statutory termination creates entitlements outside of the transfer agreement.

Statutory override of contracts coupled with protection from breach claims (s 16)

Part 3 “has effect despite anything in a contract, deed, undertaking, agreement or other instrument” (s 16(1)). Simultaneously, nothing done under Part 3 places a receiving body, transferring body or another person “in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong” (s 16(2)(a)). This dual approach means the Act overrides contractual barriers to transfers but bars third-party remedies for breach arising from the statutory operation. Parties should not assume that the need for third‐party consent disappears without consequence; rather, the statute deems consent to have been given in effect (s 16(3)), but questions about third-party rights and equitable claims could still arise and require careful documentary proof or explanation.

Preservation of pre-transfer offences and investigation power changes (ss 37-40)

The Act continues selected provisions of the former Codes for enforcement of pre-transfer conduct but omits others and substitutes APRA or ASIC for TSA or AFIC. Practitioners must identify precisely which Code provisions are preserved and how substitutions change investigative powers and processes. A mistaken assumption that the entire Codes survive would be incorrect. Also, the Act provides that some offence-creating provisions are not confined to pre-transfer conduct (e.g. s 38(2)), so liability exposure may not be purely retrospective.

The Registrar-General’s obligation to amend the land register is triggered “on being requested to do so and on delivery of any relevant certificate of title or instrument and certificate of an authorised APRA officer” (s 13(2)). Practically, that requires parties to prepare and lodge APRA certificates along with title instruments. Similarly for other asset registers under s 14. Failing to obtain the APRA certificate risks delays in registry amendment even though statutory transfer has occurred.

TSA’s short winding-up timeline and fund allocation decisions (s 29(2)(d), s 31)

TSA must wind up itself as soon as practicable but within 12 months after the transfer date (s 29(2)(d)), and s 31 sets dissolution at the earlier of 12 months after transfer date or a Gazette notice. TSA must also distribute Supervision Fund balances to APRA, ASIC and to the societies as determined by TSA (s 35(2)). The relatively compressed winding-up timetable may require rapid decisions on distribution of residual levies and liabilities, with potential for disputes about the amounts determined by TSA.

Continuation of pre‑commenced mergers and transfers under the old Codes (ss 44-45)

Transfers of engagements and mergers commenced under the Financial Institutions (NT) Code or the Friendly Societies (NT) Code before the transfer date may be completed under those Codes after the transfer date (ss 44(2), 45(2)). However the Act substitutes references to Commonwealth regulators as appropriate (ss 44(3), 45(3)). Parties involved in such pre‑commenced transactions must check the Code provisions continued and the substituted supervisory body to ensure consents and approvals are sought from the right regulator.

Existence of cross-jurisdictional decision‑makers (ss 22, 26)

The Queensland Minister has powers to enter transfer agreements for AFIC staff and asset transfers (ss 22, 26). Those cross-jurisdictional procedures can complicate timing and negotiation. Entities should not assume a purely Territory-based process; some final steps may require coordination with Queensland authorities.

In short, the Act provides statutory safety for transfer mechanics and enforcement continuity, but that safety depends on certificates, transfer agreements, timely TSA wind-up, and precise reading of the preserved Code provisions. Parties should secure APRA certificates, review transfer agreements, and obtain clear documentary evidence of register changes and any payments or distributions by TSA.

This compliance roadmap is grounded in the Act’s operative provisions and is aimed at boards, trustees, registrars, APRA/ASIC, AFIC/TSA staff, and practitioners advising affected institutions. It sets out practical steps to achieve legal certainty in typical scenarios.

For transferring financial institutions (building societies, credit unions, friendly societies):

Confirm legal status and documentation
- Verify that the institution is captured by s 7 as a transferring financial institution and that the transfer date has occurred as specified in the FSR Act (s 4 definition of transfer date; s 7(1)-(2)).
- Prepare internal corporate governance adjustments needed to comply with Corporations Law obligations, recognising that registration under the Corporations Law does not create a new entity (s 7(3)) but will change compliance and reporting duties.
Address members’ rights and share conversion
- For building societies with withdrawable shares, apply s 43: document the conversion of withdrawable shares to deposits for the amount paid up, retain records demonstrating continuity of voting or other rights, and follow any standards or rules determined by TSA about conversion (s 43(1), (2), (4)). Ensure member notices reflect the change.
Prepare to rely on APRA certificates
- For transfers of assets or liabilities under Part 3, arrange to obtain authorised APRA officer certificates evidencing transferred assets and liabilities as provided in s 12, since these certificates are evidence (s 12(2)). Maintain originals and certified copies for filing with registrars.
Update registers and property titles
- For land, deliver any relevant certificate of title or instrument plus the APRA officer certificate to the Registrar-General to trigger amendment of the Register (s 13(2)). For other asset registers, lodge the authorised APRA officer’s certificate with the register-keeper so they may record the matter as permitted by s 14(2). Keep detailed records of all lodgements.
Handle dormant accounts and deposits
- If the institution previously moved amounts to dormant accounts under s 138A(4)(c) of the Financial Institutions Code, follow s 42: amounts taken to have been transferred back into deposit accounts immediately before the transfer date are to be treated as if they had never been dormant. Ensure internal procedures reconcile ledger entries accordingly.
Tax and stamp duty considerations
- Do not assume a blanket duty exemption. While s 49(1) exempts most actions effected by the Act from stamp duty and similar taxes, s 49(2) excludes Part 3 transfers from the exemption. Obtain specialist tax advice on the fiscal treatment of any transfers effected under Part 3.

For AFIC and TSA staff and governance:

Comply with staff transfer and statement obligations
- If AFIC staff are to become APRA employees under a transfer agreement, ensure AFIC provides each person and APRA or the Public Service Commissioner with the written statement of accrued benefits, remuneration and length of service as required by s 24 before the transfer occurs.
- Note that the Act provides that employment ends and no payment is owed because employment ends under s 23(5). Check any transfer agreement provisions that might supplement or vary that outcome.
Manage winding-up and final reports
- TSA must prepare a written final winding-up report and final financial statements before dissolution (s 31(2)) and must complete winding-up within 12 months after the transfer date unless earlier dissolved by Gazette notice (s 29(2)(d), s 31(1)). Plan the winding-up timetable to meet these statutory deadlines and document all decisions.
Distribute funds as required
- TSA must pay out of the Supervision Fund amounts determined to APRA, ASIC and to societies as unexpended levies (s 35(2)(a)-(c)). Ensure accounting records substantiate the amounts to be distributed and that decisions are documented to resist later challenge. For the Credit Unions Contingency Fund, do the s 36 distributions on the required timetable and document compliance with s 36(1)-(4).

For registrars and register-keepers:

Accept APRA certificates and amend registers
- When presented with an APRA officer’s certificate and relevant title or instrument, amend land or other registers as necessary (ss 13(2), 14(2)). Treat documents purporting to be certificates as certificates unless contrary is established (s 15), but keep secure administrative processes for verifying and recording lodged materials.
Update public-facing descriptions
- Ensure that references to “building society” or “credit union” in Territory Acts or administrative instruments are read as references to an ADI after the transfer date unless the contrary intention appears (s 47). Update guidance and registration portals accordingly.

For entities involved in pre-commenced mergers or transfers:

Follow continued Code procedures and regulator substitutions
- If a merger or transfer of engagements commenced before the transfer date under the Financial Institutions (NT) Code or Friendly Societies (NT) Code, proceed to completion using the relevant Code provisions continued by the Act (ss 44(2), 45(2)). Recognise that references to the SSA or TSA in those Codes are replaced by references to APRA/ASIC as appropriate (ss 44(3)(a), 45(3)(a)). Ensure filings and submissions are made to the correct Commonwealth regulator.

For parties to proceedings:

Update litigation positions to the substituted parties
- For civil proceedings involving AFIC or TSA commenced before the transfer date, adjust pleadings and service details to reflect the substitution of the State of Queensland or the Territory as party (ss 27(2), 33(1)). For ongoing prosecutions, expect APRA or ASIC to take over prosecutions and coordinate with the relevant prosecuting body (ss 28(2), 34(2)).

For compliance and governance teams:

Review corporate governance and regulatory compliance
- Boards should map Corporations Law duties that now apply and institute compliance programs to satisfy Commonwealth reporting, prudential and market obligations.
Preserve documentary evidence of statutory transfers and consents
- Keep copies of APRA certificates, Registrar-General amendments, TSAs winding-up reports, AFIC statements of accrued benefits and any transfer agreements entered under ss 22 and 26. Section 16(3) deems consents obtained where necessary, but obtaining contemporaneous documentary proof remains best practice.
Prepare for regulator engagement
- APRA and ASIC have the powers conferred by the Act to act in the Territory and to exercise enforcement functions in respect of pre-transfer conduct (ss 17, 18, 37). Prepare to cooperate with information requests, noting that AFIC/TSA persons may disclose information to APRA or ASIC that they acquired while administering the fiscal bodies legislation (ss 25(2), 32(2)). Ensure records are searchable and transferrable.
Seek specialist advice where tax, property or employment consequences are material
- Because Part 3 transfers may fall outside the blanket tax exemption (s 49(2)) and because APRA certificates are instrumental for register amendments (ss 12-15, 13(2)), obtain property law, stamp duty and employment law advice to manage transfer execution and staff transitions.

Regulatory contacts and practical matters:

Establish direct points of contact with APRA and ASIC for submission of certificates and queries about transferred assets and liabilities. Confirm whether APRA will issue authorised‑officer certificates and the practical form of those instruments. For transfers involving AFIC staff or assets where the Queensland Minister is required to enter agreements (ss 22, 26), confirm the timetable and detail of those transfer agreements.

Following the Act’s procedural steps closely and retaining documentary proof of certificates, register amendments and distributions will materially reduce legal uncertainty and speed administrative compliance.

Financial Sector Reform (Northern Territory) Act 1999

Plain English Summary

Deep Dive

What it does

Current sections

Financial Sector Reform (Northern Territory) Act 1999

Source text: opening excerpt

1 Financial Sector Reform (Northern Territory) Act 1999

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply