sec.54Transfer of assets, liabilities etc. to government entity to become GOC or GOC subsidiary

### sec.54 Transfer of assets, liabilities etc. to government entity to become GOC or GOC subsidiary If— a government entity is to become a GOC or GOC subsidiary; and any of the following subparagraphs applies to the entity— the entity is not a body corporate; the entity is a part of a body corporate; the entity is a candidate GOC associate or associate subsidiary; a regulation declares that this section applies to the entity; the regulations may make provision with respect to— whether, and, if so, the extent to which, the entity is the successor in law of a particular person; and the assets and liabilities that are, or are not, assets and liabilities of the entity or of someone else; and the consideration for a transfer of assets to the entity, which may include a debt to be owed by the entity to the shareholding Ministers of the GOC that the entity is to become or of which it is to become a subsidiary; and the instruments that are, or are not, to apply to the entity, including whether or not the instruments are taken to be instruments— to which the entity is a party; or that were given to, by or in favour of the entity; or in which a reference is made to the entity; or under which money is or may become payable, or other property is to be, or may become liable to be, transferred, conveyed or assigned to or by the entity; and the proceedings to which the entity becomes a party in substitution for someone else; and the existing officers and employees of the entity and their rights; and if the entity is a candidate GOC associate or subsidiary of a candidate GOC associate—the existing officers and employees of the candidate GOC and any subsidiary of the candidate GOC and the officers’ and employees’ rights. Without limiting subsection (1) — a regulation under subsection (1) (e) may make provision about— how the consideration is to be decided; and the changing of the consideration, whether before or after the entity concerned becomes a GOC or subsidiary of a GOC; and the terms of the debt; and a regulation under subsection (1) (f) may make provision about whether, and, if so, the extent to which, instruments apply to the entity in substitution for someone else; and a regulation under subsection (1) (h) or (i) may provide for the office (including that of chief executive officer or a senior executive) the officer or employee is to hold in the entity when it becomes a GOC or subsidiary of a GOC. A regulation under subsection (1) (h) or (i) has effect despite the following provisions— section 60 (Application of certain provisions about interim board of directors and executives of candidate GOC associates and associate subsidiaries) section 92 (Appointment of chief executive officer) section 146 (Appointment of senior executives) schedule 2 (Executives of candidate GOC associates and associate subsidiaries), section 2 (Appointment of chief executive officer). A regulation mentioned in subsection (2) (c) has effect despite the Corporations Act . A regulation under this section may be stated to commence on the entity’s becoming a GOC or subsidiary of a GOC or at a later time. s 54 ins 1994 No. 31 s 24 amd 2001 No. 45 s 29 sch 3 ; 2007 No. 10 s 62 sch (sec.54-ssec.1) If— a government entity is to become a GOC or GOC subsidiary; and any of the following subparagraphs applies to the entity— the entity is not a body corporate; the entity is a part of a body corporate; the entity is a candidate GOC associate or associate subsidiary; a regulation declares that this section applies to the entity; the regulations may make provision with respect to— whether, and, if so, the extent to which, the entity is the successor in law of a particular person; and the assets and liabilities that are, or are not, assets and liabilities of the entity or of someone else; and the consideration for a transfer of assets to the entity, which may include a debt to be owed by the entity to the shareholding Ministers of the GOC that the entity is to become or of which it is to become a subsidiary; and the instruments that are, or are not, to apply to the entity, including whether or not the instruments are taken to be instruments— to which the entity is a party; or that were given to, by or in favour of the entity; or in which a reference is made to the entity; or under which money is or may become payable, or other property is to be, or may become liable to be, transferred, conveyed or assigned to or by the entity; and the proceedings to which the entity becomes a party in substitution for someone else; and the existing officers and employees of the entity and their rights; and if the entity is a candidate GOC associate or subsidiary of a candidate GOC associate—the existing officers and employees of the candidate GOC and any subsidiary of the candidate GOC and the officers’ and employees’ rights. (sec.54-ssec.2) Without limiting subsection (1) — a regulation under subsection (1) (e) may make provision about— how the consideration is to be decided; and the changing of the consideration, whether before or after the entity concerned becomes a GOC or subsidiary of a GOC; and the terms of the debt; and a regulation under subsection (1) (f) may make provision about whether, and, if so, the extent to which, instruments apply to the entity in substitution for someone else; and a regulation under subsection (1) (h) or (i) may provide for the office (including that of chief executive officer or a senior executive) the officer or employee is to hold in the entity when it becomes a GOC or subsidiary of a GOC. (sec.54-ssec.3) A regulation under subsection (1) (h) or (i) has effect despite the following provisions— section 60 (Application of certain provisions about interim board of directors and executives of candidate GOC associates and associate subsidiaries) section 92 (Appointment of chief executive officer) section 146 (Appointment of senior executives) schedule 2 (Executives of candidate GOC associates and associate subsidiaries), section 2 (Appointment of chief executive officer). (sec.54-ssec.4) A regulation mentioned in subsection (2) (c) has effect despite the Corporations Act . (sec.54-ssec.5) A regulation under this section may be stated to commence on the entity’s becoming a GOC or subsidiary of a GOC or at a later time. - (a) a government entity is to become a GOC or GOC subsidiary; and - (b) any of the following subparagraphs applies to the entity— (i) the entity is not a body corporate; (ii) the entity is a part of a body corporate; (iii) the entity is a candidate GOC associate or associate subsidiary; (iv) a regulation declares that this section applies to the entity; - (i) the entity is not a body corporate; - (ii) the entity is a part of a body corporate; - (iii) the entity is a candidate GOC associate or associate subsidiary; - (iv) a regulation declares that this section applies to the entity; - (i) the entity is not a body corporate; - (ii) the entity is a part of a body corporate; - (iii) the entity is a candidate GOC associate or associate subsidiary; - (iv) a regulation declares that this section applies to the entity; - (c) whether, and, if so, the extent to which, the entity is the successor in law of a particular person; and - (d) the assets and liabilities that are, or are not, assets and liabilities of the entity or of someone else; and - (e) the consideration for a transfer of assets to the entity, which may include a debt to be owed by the entity to the shareholding Ministers of the GOC that the entity is to become or of which it is to become a subsidiary; and - (f) the instruments that are, or are not, to apply to the entity, including whether or not the instruments are taken to be instruments— (i) to which the entity is a party; or (ii) that were given to, by or in favour of the entity; or (iii) in which a reference is made to the entity; or (iv) under which money is or may become payable, or other property is to be, or may become liable to be, transferred, conveyed or assigned to or by the entity; and - (i) to which the entity is a party; or - (ii) that were given to, by or in favour of the entity; or - (iii) in which a reference is made to the entity; or - (iv) under which money is or may become payable, or other property is to be, or may become liable to be, transferred, conveyed or assigned to or by the entity; and - (g) the proceedings to which the entity becomes a party in substitution for someone else; and - (h) the existing officers and employees of the entity and their rights; and - (i) if the entity is a candidate GOC associate or subsidiary of a candidate GOC associate—the existing officers and employees of the candidate GOC and any subsidiary of the candidate GOC and the officers’ and employees’ rights. - (i) to which the entity is a party; or - (ii) that were given to, by or in favour of the entity; or - (iii) in which a reference is made to the entity; or - (iv) under which money is or may become payable, or other property is to be, or may become liable to be, transferred, conveyed or assigned to or by the entity; and - (a) a regulation under subsection (1) (e) may make provision about— (i) how the consideration is to be decided; and (ii) the changing of the consideration, whether before or after the entity concerned becomes a GOC or subsidiary of a GOC; and (iii) the terms of the debt; and - (i) how the consideration is to be decided; and - (ii) the changing of the consideration, whether before or after the entity concerned becomes a GOC or subsidiary of a GOC; and - (iii) the terms of the debt; and - (b) a regulation under subsection (1) (f) may make provision about whether, and, if so, the extent to which, instruments apply to the entity in substitution for someone else; and - (c) a regulation under subsection (1) (h) or (i) may provide for the office (including that of chief executive officer or a senior executive) the officer or employee is to hold in the entity when it becomes a GOC or subsidiary of a GOC. - (i) how the consideration is to be decided; and - (ii) the changing of the consideration, whether before or after the entity concerned becomes a GOC or subsidiary of a GOC; and - (iii) the terms of the debt; and - • section 60 (Application of certain provisions about interim board of directors and executives of candidate GOC associates and associate subsidiaries) - • section 92 (Appointment of chief executive officer) - • section 146 (Appointment of senior executives) - • schedule 2 (Executives of candidate GOC associates and associate subsidiaries), section 2 (Appointment of chief executive officer).