Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019
In ForceQLD
Jurisdiction
Queensland
Act Number
58 of 2019
Collection
regulation
Plain English Summary
6/10 complexity
This regulation moves specified assets, liabilities, contracts and employees from two government generators (Stanwell and CS Energy) into CleanCo or its wholly‑owned subsidiaries, prescribes accounting treatment and makes the recipient the legal successor for transferred items (secs 5–9; 15–19). Shareholding ministers fix transfer dates by gazette (secs 12, 22); exclusion schedules, rules preserving ongoing proceedings and a one‑year error‑correction window allocate remaining liabilities and obligate agencies and registering authorities to complete registration and compliance steps (secs 10–11, 13, 20–24).
This regulation implements a mechanical transfer regime under the enabling Act (see purpose in s 2) to move specified assets, liabilities, instruments and employees from two government owned corporations, Stanwell and CS Energy, to CleanCo or a wholly‑owned subsidiary of CleanCo. It does so by (i) authorising identification of items for transfer in a transfer schedule (s 11, s 21), (ii) declaring those items transferred on the transfer date (s 5, s 15 for assets; s 6, s 16 for liabilities; s 7, s 17 for instruments; s 8, s 18 for employees), (iii) making the recipient entity the successor in law in relation to transferred items (s 9, s 19), and (iv) preserving particular liabilities and existing proceedings with the original entity (s 10, s 20). The relevant departments may prepare a transfer schedule to take effect on 9 May 2019; alternatively, Stanwell/CS Energy together with CleanCo may prepare transfer schedules with dates fixed by joint gazette notice of the shareholding Ministers (s 11(1)-(2), s 21(1)-(2); s 12, s 22). The ministers’ fixing of dates is constrained: they cannot fix a date before 10 May 2019 or after 1 July 2021 (s 12(2), s 22(2)). The regulation prescribes specific accounting treatments for transfers , transfers of assets are to be treated as owner distributions/redemptions of contributed equity for the transferor and as owner contributions/increases of contributed equity for the recipient, with the valuation taken from the accounts for the day before the transfer date (s 5(4), s 15(4)); analogous accounting rules apply to liabilities being assumed (s 6(6), s 16(6)). Where instruments continue in force, the instrument is to apply to the recipient entity instead of the transferor from the transfer date, including substitution of references to shareholding Ministers (s 7(2)-(4), s 17(2)-(4)). Employees identified in a transfer schedule move to the recipient employer with preservation of benefits and continuity of service (s 8, s 18). The regulation also provides for exclusion schedules identifying liabilities excluded from transfer (s 11(4)-(5), s 21(4)-(5)), error correction within one year (s 13, s 23), and registration procedures (s 24). It contains procedural obligations on the parties to prepare and hold schedules, to provide information and to “do all things necessary” to effect transfers (see s 5(3), s 6(5), s 7(3), s 8(3), s 11(6), s 21(6)). The regulation does not create express criminal penalties; enforcement is by statutory operation of the transfer provisions, ministerial notices, and registration mechanics (see s 12, s 22, s 24).
Current sections
Direct links to the current provisions in Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019.
28
pt.1
Preliminary
Preliminary
sec.1
Short title
sec.1 Short title
This regulation may be cited as the Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019 .
sec.2
Purpose
sec.2 Purpose
The purpose of this regulation is to make provision for the following matters under the Act , section 161 —
to transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;
to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;
to ensure Stanwell remains liable for particular proceedings and liabilities;
to transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;
to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;
to ensure CS Energy remains liable for particular proceedings and liabilities;
to provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .
(a) to transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;
(b) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;
(c) to ensure Stanwell remains liable for particular proceedings and liabilities;
(d) to transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;
(e) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;
(f) to ensure CS Energy remains liable for particular proceedings and liabilities;
(g) to provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .
sec.3
Dictionary
sec.3 Dictionary
The dictionary in schedule 1 defines particular words used in this regulation.
pt.2
Transfer of particular assets, liabilities, instruments and employees of Stanwell
Transfer of particular assets, liabilities, instruments and employees of Stanwell
sec.4
Definitions for part
sec.4 Definitions for part
In this part—
exclusion schedule see section 11 (4) .
relevant departments means the departments of government administered by the shareholding Ministers for Stanwell.
transfer date means—
for the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or
for any other transfer schedule—the date fixed for the schedule under section 12 .
transfer schedule see section 11 (1) and (2) .
(a) for the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or
(b) for any other transfer schedule—the date fixed for the schedule under section 12 .
sec.5
Transferring assets
sec.5 Transferring assets
This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.
The asset is transferred to the recipient entity for the asset on the transfer date.
Stanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
For the purpose of accounting—
Stanwell must treat—
the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
the recipient entity must treat—
the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(sec.5-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.
(sec.5-ssec.2) The asset is transferred to the recipient entity for the asset on the transfer date.
(sec.5-ssec.3) Stanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
(sec.5-ssec.4) For the purpose of accounting— Stanwell must treat— the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(a) Stanwell must treat— (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
sec.6
Transferring liabilities
sec.6 Transferring liabilities
This section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell—
acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
employing an employee identified, immediately before the transfer date, in the transfer schedule.
This section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability—
has been discharged or otherwise satisfied; or
is mentioned in an exclusion schedule.
See also section 10 .
Stanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
Stanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
For the purpose of accounting—
Stanwell must treat—
the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
the recipient entity must treat—
the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(sec.6-ssec.1) This section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell— acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or employing an employee identified, immediately before the transfer date, in the transfer schedule.
(sec.6-ssec.2) This section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
(sec.6-ssec.3) However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability— has been discharged or otherwise satisfied; or is mentioned in an exclusion schedule. See also section 10 .
(sec.6-ssec.4) Stanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
(sec.6-ssec.5) Stanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
(sec.6-ssec.6) For the purpose of accounting— Stanwell must treat— the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(a) acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
(b) being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
(c) employing an employee identified, immediately before the transfer date, in the transfer schedule.
(a) has been discharged or otherwise satisfied; or
(b) is mentioned in an exclusion schedule.
(a) Stanwell must treat— (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
sec.7
Transferring instruments
sec.7 Transferring instruments
This section applies if, immediately before the transfer date for a transfer schedule—
the transfer schedule identifies an instrument relating to Stanwell; and
the instrument is still in effect.
The instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.
Stanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
Without limiting subsection (2) , on and from the transfer date—
any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and
a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and
the recipient entity is taken to be a party to the instrument instead of Stanwell; and
a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and
a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and
an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.
However, nothing in this section imposes a liability on the recipient entity to the extent that—
the liability has not been transferred to the recipient entity under section 6 ; or
Stanwell is liable for the liability under section 10 .
(sec.7-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule— the transfer schedule identifies an instrument relating to Stanwell; and the instrument is still in effect.
(sec.7-ssec.2) The instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.
(sec.7-ssec.3) Stanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
(sec.7-ssec.4) Without limiting subsection (2) , on and from the transfer date— any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and the recipient entity is taken to be a party to the instrument instead of Stanwell; and a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.
(sec.7-ssec.5) However, nothing in this section imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 6 ; or Stanwell is liable for the liability under section 10 .
(a) the transfer schedule identifies an instrument relating to Stanwell; and
(b) the instrument is still in effect.
(a) any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and
(b) a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and
(c) the recipient entity is taken to be a party to the instrument instead of Stanwell; and
(d) a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and
(e) a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and
(f) an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.
(a) the liability has not been transferred to the recipient entity under section 6 ; or
(b) Stanwell is liable for the liability under section 10 .
sec.8
Transferring employees
sec.8 Transferring employees
This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of Stanwell.
The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of Stanwell, on and from the transfer date.
Stanwell and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.
The transfer of the employee under subsection (2) does not—
affect the employee’s benefits, entitlements or remuneration; or
prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or
interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or
constitute a termination of employment by Stanwell or a retrenchment or redundancy; or
entitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or
require Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.
(sec.8-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of Stanwell.
(sec.8-ssec.2) The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of Stanwell, on and from the transfer date.
(sec.8-ssec.3) Stanwell and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.
(sec.8-ssec.4) The transfer of the employee under subsection (2) does not— affect the employee’s benefits, entitlements or remuneration; or prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or constitute a termination of employment by Stanwell or a retrenchment or redundancy; or entitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or require Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.
(a) affect the employee’s benefits, entitlements or remuneration; or
(b) prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or
(c) interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or
(d) constitute a termination of employment by Stanwell or a retrenchment or redundancy; or
(e) entitle the employee to a payment or other benefit because he or she is no longer employed by Stanwell; or
(f) require Stanwell to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between Stanwell and the employee.
sec.9
Successor in law and new liability
sec.9 Successor in law and new liability
The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of Stanwell in relation to the asset, liability or instrument.
However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that—
the liability has not been transferred to the recipient entity under section 6 ; or
Stanwell is liable for the liability under section 10 .
The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer.
However, see section 10 .
(sec.9-ssec.1) The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of Stanwell in relation to the asset, liability or instrument.
(sec.9-ssec.2) However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 6 ; or Stanwell is liable for the liability under section 10 .
(sec.9-ssec.3) The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer. However, see section 10 .
(a) the liability has not been transferred to the recipient entity under section 6 ; or
(b) Stanwell is liable for the liability under section 10 .
sec.10
Current proceedings
sec.10 Current proceedings
If a proceeding by or against Stanwell, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer—
the proceeding must be continued and concluded by or against Stanwell; and
Stanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of—
the proceeding; or
a judgment debt
a liability incurred as a result of discontinuing the proceeding
costs of the proceeding
an act or omission that is the subject of the proceeding.
This section applies despite anything else in this part.
(sec.10-ssec.1) If a proceeding by or against Stanwell, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer— the proceeding must be continued and concluded by or against Stanwell; and Stanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of— the proceeding; or a judgment debt a liability incurred as a result of discontinuing the proceeding costs of the proceeding an act or omission that is the subject of the proceeding.
(sec.10-ssec.2) This section applies despite anything else in this part.
(a) the proceeding must be continued and concluded by or against Stanwell; and
(b) Stanwell is liable for any liability of Stanwell that arose before the transfer, or arises after the transfer, as a result of— (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding (ii) an act or omission that is the subject of the proceeding.
(i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
(ii) an act or omission that is the subject of the proceeding.
(i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
(ii) an act or omission that is the subject of the proceeding.
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
sec.11
Preparation of transfer schedules and exclusion schedules
sec.11 Preparation of transfer schedules and exclusion schedules
The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.
Stanwell and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters—
assets to be transferred under this part;
liabilities to be transferred under this part;
instruments to be applied under this part;
employees to be transferred under this part.
See section 12 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.
More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part—
on different days; or
to different entities.
Stanwell and CleanCo may jointly prepare a schedule (an exclusion schedule )—
identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and
stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .
Stanwell and CleanCo must—
give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and
cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and
comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and
hold copies of the final version of each transfer schedule and exclusion schedule; and
ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.
(sec.11-ssec.1) The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.
(sec.11-ssec.2) Stanwell and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters— assets to be transferred under this part; liabilities to be transferred under this part; instruments to be applied under this part; employees to be transferred under this part. See section 12 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.
(sec.11-ssec.3) More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part— on different days; or to different entities.
(sec.11-ssec.4) Stanwell and CleanCo may jointly prepare a schedule (an exclusion schedule )— identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
(sec.11-ssec.5) More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .
(sec.11-ssec.6) Stanwell and CleanCo must— give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and hold copies of the final version of each transfer schedule and exclusion schedule; and ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
(sec.11-ssec.7) A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.
(a) assets to be transferred under this part;
(b) liabilities to be transferred under this part;
(c) instruments to be applied under this part;
(d) employees to be transferred under this part.
(a) on different days; or
(b) to different entities.
(a) identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and
(b) stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
(a) give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and
(b) cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and
(c) comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and
(d) hold copies of the final version of each transfer schedule and exclusion schedule; and
(e) ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
sec.12
Fixing transfer dates for particular transfer schedules
sec.12 Fixing transfer dates for particular transfer schedules
The shareholding Ministers for Stanwell and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 11 (2) takes effect.
However, the date fixed must not be before 10 May 2019 or after 1 July 2021.
The notice has effect on the day it is published in the gazette.
The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.
The notice must identify the transfer schedule to which it applies.
(sec.12-ssec.1) The shareholding Ministers for Stanwell and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 11 (2) takes effect.
(sec.12-ssec.2) However, the date fixed must not be before 10 May 2019 or after 1 July 2021.
(sec.12-ssec.3) The notice has effect on the day it is published in the gazette.
(sec.12-ssec.4) The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.
(sec.12-ssec.5) The notice must identify the transfer schedule to which it applies.
sec.13
Correction of errors
sec.13 Correction of errors
At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of Stanwell and the shareholding Ministers for CleanCo may jointly—
correct a minor error in—
the transfer schedule; or
an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or
correction of the real property description of an asset
correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
correct an error in the accounts of Stanwell or a recipient entity relating to the value of—
an asset, liability or instrument identified in the transfer schedule; or
an associated liability for an asset, instrument or employee identified in the transfer schedule.
The correction or change is taken to have been made immediately before the transfer date.
(sec.13-ssec.1) At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of Stanwell and the shareholding Ministers for CleanCo may jointly— correct a minor error in— the transfer schedule; or an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or correction of the real property description of an asset correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or correct an error in the accounts of Stanwell or a recipient entity relating to the value of— an asset, liability or instrument identified in the transfer schedule; or an associated liability for an asset, instrument or employee identified in the transfer schedule.
(sec.13-ssec.2) The correction or change is taken to have been made immediately before the transfer date.
(a) correct a minor error in— (i) the transfer schedule; or (ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
(i) the transfer schedule; or
(ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
(b) correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or Example— correction of the real property description of an asset
(c) correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
(d) correct an error in the accounts of Stanwell or a recipient entity relating to the value of— (i) an asset, liability or instrument identified in the transfer schedule; or (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
(i) an asset, liability or instrument identified in the transfer schedule; or
(ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
(i) the transfer schedule; or
(ii) an exclusion schedule that applies in relation to the transfer schedule under section 6 (3) (b) ; or
(i) an asset, liability or instrument identified in the transfer schedule; or
(ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
pt.3
Transfer of particular assets, liabilities, instruments and employees of CS Energy
Transfer of particular assets, liabilities, instruments and employees of CS Energy
sec.14
Definitions for part
sec.14 Definitions for part
In this part—
exclusion schedule see section 21 (4) .
relevant departments means the departments of government administered by the shareholding Ministers for CS Energy.
transfer date means—
for the transfer schedule prepared by the relevant departments under section 21 (1) —9 May 2019; or
for any other transfer schedule—the date fixed for the schedule under section 22 .
transfer schedule see section 21 (1) and (2) .
(a) for the transfer schedule prepared by the relevant departments under section 21 (1) —9 May 2019; or
(b) for any other transfer schedule—the date fixed for the schedule under section 22 .
sec.15
Transferring assets
sec.15 Transferring assets
This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of CS Energy.
The asset is transferred to the recipient entity for the asset on the transfer date.
CS Energy and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
For the purpose of accounting—
CS Energy must treat—
the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
the recipient entity must treat—
the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(sec.15-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of CS Energy.
(sec.15-ssec.2) The asset is transferred to the recipient entity for the asset on the transfer date.
(sec.15-ssec.3) CS Energy and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
(sec.15-ssec.4) For the purpose of accounting— CS Energy must treat— the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and the recipient entity must treat— the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(a) CS Energy must treat— (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of CS Energy for the day immediately before the transfer date.
sec.16
Transferring liabilities
sec.16 Transferring liabilities
This section applies to a liability of CS Energy, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of CS Energy—
acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
employing an employee identified, immediately before the transfer date, in the transfer schedule.
This section also applies to a liability of CS Energy if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability—
has been discharged or otherwise satisfied; or
is mentioned in an exclusion schedule.
See also section 20 .
CS Energy is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
CS Energy and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
For the purpose of accounting—
CS Energy must treat—
the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
the recipient entity must treat—
the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(sec.16-ssec.1) This section applies to a liability of CS Energy, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of CS Energy— acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or employing an employee identified, immediately before the transfer date, in the transfer schedule.
(sec.16-ssec.2) This section also applies to a liability of CS Energy if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
(sec.16-ssec.3) However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability— has been discharged or otherwise satisfied; or is mentioned in an exclusion schedule. See also section 20 .
(sec.16-ssec.4) CS Energy is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
(sec.16-ssec.5) CS Energy and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
(sec.16-ssec.6) For the purpose of accounting— CS Energy must treat— the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and the recipient entity must treat— the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(a) acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
(b) being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
(c) employing an employee identified, immediately before the transfer date, in the transfer schedule.
(a) has been discharged or otherwise satisfied; or
(b) is mentioned in an exclusion schedule.
(a) CS Energy must treat— (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of CS Energy for the day immediately before the transfer date.
sec.17
Transferring instruments
sec.17 Transferring instruments
This section applies if, immediately before the transfer date for a transfer schedule—
the transfer schedule identifies an instrument relating to CS Energy; and
the instrument is still in effect.
The instrument applies to the recipient entity for the instrument instead of CS Energy on and from the transfer date.
CS Energy, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
Without limiting subsection (2) , on and from the transfer date—
any right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and
a benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and
the recipient entity is taken to be a party to the instrument instead of CS Energy; and
a reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and
a reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and
an amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.
However, nothing in this section imposes a liability on the recipient entity to the extent that—
the liability has not been transferred to the recipient entity under section 16 ; or
CS Energy is liable for the liability under section 20 .
(sec.17-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule— the transfer schedule identifies an instrument relating to CS Energy; and the instrument is still in effect.
(sec.17-ssec.2) The instrument applies to the recipient entity for the instrument instead of CS Energy on and from the transfer date.
(sec.17-ssec.3) CS Energy, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
(sec.17-ssec.4) Without limiting subsection (2) , on and from the transfer date— any right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and a benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and the recipient entity is taken to be a party to the instrument instead of CS Energy; and a reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and a reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and an amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.
(sec.17-ssec.5) However, nothing in this section imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 16 ; or CS Energy is liable for the liability under section 20 .
(a) the transfer schedule identifies an instrument relating to CS Energy; and
(b) the instrument is still in effect.
(a) any right, title or interest arising under or relating to the instrument is taken to be transferred from CS Energy to the recipient entity; and
(b) a benefit or right provided by the instrument, given to, by or in favour of CS Energy is taken to have been given to, by or in favour of the recipient entity; and
(c) the recipient entity is taken to be a party to the instrument instead of CS Energy; and
(d) a reference in the instrument to CS Energy is taken to be a reference to the recipient entity; and
(e) a reference in the instrument to the shareholding Ministers of CS Energy is taken to be a reference to the shareholding Ministers of CleanCo; and
(f) an amount that is, or may become, payable to or by CS Energy under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by CS Energy.
(a) the liability has not been transferred to the recipient entity under section 16 ; or
(b) CS Energy is liable for the liability under section 20 .
sec.18
Transferring employees
sec.18 Transferring employees
This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of CS Energy.
The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of CS Energy, on and from the transfer date.
CS Energy and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.
The transfer of the employee under subsection (2) does not—
affect the employee’s benefits, entitlements or remuneration; or
prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or
interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or
constitute a termination of employment by CS Energy or a retrenchment or redundancy; or
entitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or
require CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.
(sec.18-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an employee of CS Energy.
(sec.18-ssec.2) The employee becomes an employee of the recipient entity for the employee, and is no longer an employee of CS Energy, on and from the transfer date.
(sec.18-ssec.3) CS Energy and the recipient entity must do all things necessary to enable the employee to become an employee of the recipient entity on and from the transfer date.
(sec.18-ssec.4) The transfer of the employee under subsection (2) does not— affect the employee’s benefits, entitlements or remuneration; or prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or constitute a termination of employment by CS Energy or a retrenchment or redundancy; or entitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or require CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.
(a) affect the employee’s benefits, entitlements or remuneration; or
(b) prejudice the employee’s existing or accruing rights to superannuation or recreation, sick, long service or other leave; or
(c) interrupt continuity of service, except that the employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service; or
(d) constitute a termination of employment by CS Energy or a retrenchment or redundancy; or
(e) entitle the employee to a payment or other benefit because he or she is no longer employed by CS Energy; or
(f) require CS Energy to make any payment in relation to the employee’s accrued rights to recreation, sick, long service or other leave regardless of any arrangement between CS Energy and the employee.
sec.19
Successor in law and new liability
sec.19 Successor in law and new liability
The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of CS Energy in relation to the asset, liability or instrument.
However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that—
the liability has not been transferred to the recipient entity under section 16 ; or
CS Energy is liable for the liability under section 20 .
The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer.
However, see section 20 .
(sec.19-ssec.1) The recipient entity of an asset, liability or instrument transferred under this part is the successor in law of CS Energy in relation to the asset, liability or instrument.
(sec.19-ssec.2) However, nothing in subsection (1) imposes a liability on the recipient entity to the extent that— the liability has not been transferred to the recipient entity under section 16 ; or CS Energy is liable for the liability under section 20 .
(sec.19-ssec.3) The recipient entity is liable for a liability, relating to an asset, liability or instrument transferred under this part, that arises on or after the transfer. However, see section 20 .
(a) the liability has not been transferred to the recipient entity under section 16 ; or
(b) CS Energy is liable for the liability under section 20 .
sec.20
Current proceedings
sec.20 Current proceedings
If a proceeding by or against CS Energy, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer—
the proceeding must be continued and concluded by or against CS Energy; and
CS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of—
the proceeding; or
a judgment debt
a liability incurred as a result of discontinuing the proceeding
costs of the proceeding
an act or omission that is the subject of the proceeding.
This section applies despite anything else in this part.
(sec.20-ssec.1) If a proceeding by or against CS Energy, relating to an asset, liability, instrument or employee transferred under this part, has not been concluded before the relevant transfer— the proceeding must be continued and concluded by or against CS Energy; and CS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of— the proceeding; or a judgment debt a liability incurred as a result of discontinuing the proceeding costs of the proceeding an act or omission that is the subject of the proceeding.
(sec.20-ssec.2) This section applies despite anything else in this part.
(a) the proceeding must be continued and concluded by or against CS Energy; and
(b) CS Energy is liable for any liability of CS Energy that arose before the transfer, or arises after the transfer, as a result of— (i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding (ii) an act or omission that is the subject of the proceeding.
(i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
(ii) an act or omission that is the subject of the proceeding.
(i) the proceeding; or Examples of liabilities for subparagraph (i) — 1 a judgment debt 2 a liability incurred as a result of discontinuing the proceeding 3 costs of the proceeding
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
(ii) an act or omission that is the subject of the proceeding.
1 a judgment debt
2 a liability incurred as a result of discontinuing the proceeding
3 costs of the proceeding
sec.21
Preparation of transfer schedules and exclusion schedules
sec.21 Preparation of transfer schedules and exclusion schedules
The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.
CS Energy and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters—
assets to be transferred under this part;
liabilities to be transferred under this part;
instruments to be applied under this part;
employees to be transferred under this part.
See section 22 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.
More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part—
on different days; or
to different entities.
CS Energy and CleanCo may jointly prepare a schedule (an exclusion schedule )—
identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and
stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .
CS Energy and CleanCo must—
give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and
cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and
comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and
hold copies of the final version of each transfer schedule and exclusion schedule; and
ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.
(sec.21-ssec.1) The relevant departments may prepare a schedule (a transfer schedule ) identifying the assets to be transferred under this part on 9 May 2019.
(sec.21-ssec.2) CS Energy and CleanCo may jointly prepare a schedule (also a transfer schedule ) identifying the following matters— assets to be transferred under this part; liabilities to be transferred under this part; instruments to be applied under this part; employees to be transferred under this part. See section 22 for the fixing of a transfer date for a transfer schedule mentioned in this subsection.
(sec.21-ssec.3) More than 1 transfer schedule may be prepared under subsection (2) about the assets, liabilities, instruments or employees if any of the assets, liabilities, instruments or employees are to be transferred under this part— on different days; or to different entities.
(sec.21-ssec.4) CS Energy and CleanCo may jointly prepare a schedule (an exclusion schedule )— identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
(sec.21-ssec.5) More than 1 exclusion schedule may be prepared under subsection (4) if more than 1 transfer schedule is prepared under subsection (2) .
(sec.21-ssec.6) CS Energy and CleanCo must— give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and hold copies of the final version of each transfer schedule and exclusion schedule; and ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
(sec.21-ssec.7) A transfer schedule, or an exclusion schedule, may be prepared and held as 1 or more documents.
(a) assets to be transferred under this part;
(b) liabilities to be transferred under this part;
(c) instruments to be applied under this part;
(d) employees to be transferred under this part.
(a) on different days; or
(b) to different entities.
(a) identifying liabilities, or classes of liabilities, that are excluded from transfer under this part; and
(b) stating the extent to which the liabilities, or classes or liabilities, are excluded from transfer.
(a) give each other, and the relevant departments, access to all information and documents reasonably required for the preparation of a transfer schedule or an exclusion schedule; and
(b) cooperate with each other, and the relevant departments, in the preparation of a transfer schedule or an exclusion schedule; and
(c) comply with a request from the relevant departments in relation to the preparation of a transfer schedule or an exclusion schedule; and
(d) hold copies of the final version of each transfer schedule and exclusion schedule; and
(e) ensure the relevant departments have copies of the final version of each transfer schedule and exclusion schedule.
sec.22
Fixing transfer dates for particular transfer schedules
sec.22 Fixing transfer dates for particular transfer schedules
The shareholding Ministers for CS Energy and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 21 (2) takes effect.
However, the date fixed must not be before 10 May 2019 or after 1 July 2021.
The notice has effect on the day it is published in the gazette.
The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.
The notice must identify the transfer schedule to which it applies.
(sec.22-ssec.1) The shareholding Ministers for CS Energy and the shareholding Ministers for CleanCo may jointly, by gazette notice, fix the date when a transfer schedule mentioned in section 21 (2) takes effect.
(sec.22-ssec.2) However, the date fixed must not be before 10 May 2019 or after 1 July 2021.
(sec.22-ssec.3) The notice has effect on the day it is published in the gazette.
(sec.22-ssec.4) The date fixed may be the day the notice is published in the gazette or a later date stated in the notice.
(sec.22-ssec.5) The notice must identify the transfer schedule to which it applies.
sec.23
Correction of errors
sec.23 Correction of errors
At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of CS Energy and the shareholding Ministers for CleanCo may jointly—
correct a minor error in—
the transfer schedule; or
an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or
correction of the real property description of an asset
correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
correct an error in the accounts of CS Energy or a recipient entity relating to the value of—
an asset, liability or instrument identified in the transfer schedule; or
an associated liability for an asset, instrument or employee identified in the transfer schedule.
The correction or change is taken to have been made immediately before the transfer date.
(sec.23-ssec.1) At any time within 1 year after the transfer date for a transfer schedule, the shareholding Ministers of CS Energy and the shareholding Ministers for CleanCo may jointly— correct a minor error in— the transfer schedule; or an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or correction of the real property description of an asset correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or correct an error in the accounts of CS Energy or a recipient entity relating to the value of— an asset, liability or instrument identified in the transfer schedule; or an associated liability for an asset, instrument or employee identified in the transfer schedule.
(sec.23-ssec.2) The correction or change is taken to have been made immediately before the transfer date.
(a) correct a minor error in— (i) the transfer schedule; or (ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
(i) the transfer schedule; or
(ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
(b) correct the misidentification of an asset, liability, instrument or employee identified in the transfer schedule; or Example— correction of the real property description of an asset
(c) correct the misidentification of a liability, or a class of liabilities, identified in an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
(d) correct an error in the accounts of CS Energy or a recipient entity relating to the value of— (i) an asset, liability or instrument identified in the transfer schedule; or (ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
(i) an asset, liability or instrument identified in the transfer schedule; or
(ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
(i) the transfer schedule; or
(ii) an exclusion schedule that applies in relation to the transfer schedule under section 16 (3) (b) ; or
(i) an asset, liability or instrument identified in the transfer schedule; or
(ii) an associated liability for an asset, instrument or employee identified in the transfer schedule.
pt.4
Miscellaneous
Miscellaneous
sec.24
Registering authority to note transfers
sec.24 Registering authority to note transfers
This section applies to an asset, liability or instrument transferred, under this regulation, to a recipient entity.
A registering authority—
may, without formal application, register or record the transfer in an appropriate way; and
must, on written application by the recipient entity, register or record the transfer in an appropriate way.
The recipient entity must comply with the procedures required by the registering authority for the purpose of registering or recording the transfer.
The registering authority may require the recipient entity to complete and submit a particular form.
In this section—
registering authority means the registrar of titles or another entity required or authorised by law to register or record transactions affecting assets, liabilities or instruments.
registrar of titles means—
the registrar of titles under the Land Title Act 1994 ; or
another person who is responsible for keeping, under another Act, a register of interests in land.
(sec.24-ssec.1) This section applies to an asset, liability or instrument transferred, under this regulation, to a recipient entity.
(sec.24-ssec.2) A registering authority— may, without formal application, register or record the transfer in an appropriate way; and must, on written application by the recipient entity, register or record the transfer in an appropriate way.
(sec.24-ssec.3) The recipient entity must comply with the procedures required by the registering authority for the purpose of registering or recording the transfer. The registering authority may require the recipient entity to complete and submit a particular form.
(sec.24-ssec.4) In this section— registering authority means the registrar of titles or another entity required or authorised by law to register or record transactions affecting assets, liabilities or instruments. registrar of titles means— the registrar of titles under the Land Title Act 1994 ; or another person who is responsible for keeping, under another Act, a register of interests in land.
(a) may, without formal application, register or record the transfer in an appropriate way; and
(b) must, on written application by the recipient entity, register or record the transfer in an appropriate way.
(a) the registrar of titles under the Land Title Act 1994 ; or
(b) another person who is responsible for keeping, under another Act, a register of interests in land.
Source text: opening excerpt
Sourced from Queensland Legislation (legislation.qld.gov.au), CC BY 4.0.
pt.1 Preliminary
Preliminary
sec.1 Short title
sec.1 Short title
This regulation may be cited as the Government Owned Corporations (Generator Restructure—CleanCo) Regulation 2019 .
sec.2 Purpose
sec.2 Purpose
The purpose of this regulation is to make provision for the following matters under the Act , section 161 —
to transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;
to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;
to ensure Stanwell remains liable for particular proceedings and liabilities;
to transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;
to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;
to ensure CS Energy remains liable for particular proceedings and liabilities;
to provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .
(a) to transfer particular assets, liabilities, instruments and employees of Stanwell to CleanCo or a wholly-owned subsidiary of CleanCo;
(b) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of Stanwell;
(c) to ensure Stanwell remains liable for particular proceedings and liabilities;
(d) to transfer particular assets, liabilities, instruments and employees of CS Energy to CleanCo or a wholly-owned subsidiary of CleanCo;
(e) to make CleanCo, or a wholly-owned subsidiary of CleanCo, successor in law in relation to particular assets, liabilities and instruments of CS Energy;
(f) to ensure CS Energy remains liable for particular proceedings and liabilities;
(g) to provide for matters incidental to the purposes mentioned in paragraphs (a) to (f) .
sec.3 Dictionary
sec.3 Dictionary
The dictionary in schedule 1 defines particular words used in this regulation.
pt.2 Transfer of particular assets, liabilities, instruments and employees of Stanwell
Transfer of particular assets, liabilities, instruments and employees of Stanwell
sec.4 Definitions for part
sec.4 Definitions for part
In this part—
exclusion schedule see section 11 (4) .
relevant departments means the departments of government administered by the shareholding Ministers for Stanwell.
transfer date means—
for the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or
for any other transfer schedule—the date fixed for the schedule under section 12 .
transfer schedule see section 11 (1) and (2) .
The formal purpose claimed in s 2 is to give effect to the transfer and succession arrangements outlined above and to provide for matters incidental to those transfers. The regulation therefore performs a contract‑substitution and corporate reallocation function by statutory fiat: it identifies which items move, prescribes successor status, fixes accounting mechanics, protects employees, and preserves ongoing litigation with the transferor where specified. The rest of this note unpacks the rule mechanics, who makes the decisions, what must be done to effect transfers, how liabilities and proceedings are allocated, and where implementation friction and compliance costs arise under the text.
Main concepts
The regulation revolves around a small set of recurring legal constructs. These concepts determine how rights, liabilities, personnel and records are reallocated from Stanwell and CS Energy to CleanCo or an approved recipient.
Transfer schedule and transfer date: A transfer schedule identifies the particular assets, liabilities, instruments and employees to transfer (s 11(2), s 21(2)). For transfer schedules prepared by the relevant departments the transfer date is 9 May 2019 (s 4; s 14). For other transfer schedules the transfer date is the date fixed by a joint gazette notice of the shareholding Ministers (s 12, s 22). The ministers’ power to fix dates is bounded: not before 10 May 2019 and not after 1 July 2021 (s 12(2), s 22(2)).
Recipient entity and successor in law: The “recipient entity” for each asset, liability, instrument or employee is identified in the transfer schedule. Where an item is transferred, the recipient becomes the successor in law of the transferor in relation to that item (s 9(1), s 19(1)). The regulation, however, limits successor liability to items actually transferred; liabilities not transferred under s 6/s 16 or those expressly retained under the provisions for current proceedings (s 10, s 20) remain with the original entity (s 9(2), s 19(2)).
Asset and liability transfer mechanics: Assets identified in a transfer schedule are transferred on the transfer date (s 5(2), s 15(2)). Liabilities relating to identified assets, instruments or employees, or listed specifically in a transfer schedule, are transferred and assumed by the recipient (s 6(1)-(2), s 16(1)-(2)), subject to exceptions where liabilities have been discharged or are included in an exclusion schedule (s 6(3), s 16(3)). The transferor is released from liabilities that are assumed by the recipient on the transfer date (s 6(4), s 16(4)).
Instruments and substitution: Instruments (contracts, statutory licences or other legal instruments identified and still in effect immediately before the transfer date) apply to the recipient instead of the transferor on and from the transfer date (s 7(2), s 17(2)). The regulation declares that rights, titles, benefits and references under such instruments are taken to have transferred to the recipient, and that references to the shareholding Ministers of Stanwell/CS Energy are taken to be references to the shareholding Ministers of CleanCo (s 7(4)(a)-(e), s 17(4)(a)-(e)). The regulation qualifies this: the recipient does not incur liabilities that have not been transferred under s 6/s 16 or that remain the transferor’s under s 10/s 20 (s 7(5), s 17(5)).
Employees and continuity: Employees identified in a transfer schedule become employees of the recipient on and from the transfer date, and are no longer employees of the transferor (s 8(2), s 18(2)). The regulation preserves benefits, remuneration, superannuation and leave, and continuity of service; it expressly states the transfer does not amount to termination, retrenchment or redundancy, nor does it entitle the employee to a payment for no longer being employed by the transferor (s 8(4)(a)-(f), s 18(4)(a)-(f)). It also prevents double‑claiming for the same service period.
Accounting treatment: The regulation prescribes accounting entries: transfers of assets are treated as distributions/redemptions of contributed equity by the transferor and as owner contributions by the recipient, using the value recorded in the transferor’s accounts for the day immediately before the transfer date (s 5(4), s 15(4)). For liabilities transferred, the transferor must treat the assumption as an owner contribution (increase in contributed equity) and the recipient as a distribution (redemption) with values taken from the transferor’s accounts on the day before transfer (s 6(6), s 16(6)).
Exclusion schedules and error correction: The parties may prepare exclusion schedules to identify liabilities excluded from transfer or the extent of exclusion (s 11(4), s 21(4)). The shareholding Ministers may correct minor errors and misidentifications, including real property descriptions and accounting errors, within one year after the transfer date; corrections are taken to have been made immediately before the transfer date (s 13, s 23).
Administrative mechanics: The regime relies on cooperation between the transferor and recipient and the relevant government departments in preparing and holding schedules and providing access to documents (s 11(6), s 21(6)). Ministers fix transfer dates by gazette notice (s 12, s 22). Registering authorities may note transfers without application or must register on written application, subject to the recipient complying with their procedures (s 24).
These concepts establish a statutory replacement of property, contract and employment relationships by operation of the schedules and transfer date, while providing for limited retention of liabilities with the original entities and a discrete window for ministerial correction of errors.
Who it affects
The regulation names the principal corporate actors and the administrative actors whose rights and obligations are altered.
Transferors: Stanwell and CS Energy. The regulation is split into two parallel parts addressing each entity separately (Pt 2 for Stanwell, Pt 3 for CS Energy). Where the transfer schedule identifies assets, liabilities, instruments or employees of those entities immediately before the transfer date, those identified items are moved to specified recipient entities (s 5, s 6, s 7, s 8; s 15, s 16, s 17, s 18).
Recipients: CleanCo or a wholly‑owned subsidiary of CleanCo, or generally the “recipient entity” identified for each item in a transfer schedule. The purpose clause (s 2) explicitly frames the measure as transferring items to CleanCo or a wholly owned CleanCo subsidiary. The recipient becomes successor in law for transferred items (s 9(1), s 19(1)) subject to the statutory limits.
Shareholding Ministers and relevant departments: Shareholding Ministers for Stanwell, CS Energy and CleanCo exercise decision rights over fixing transfer dates by joint gazette notice (s 12(1), s 22(1)). The “relevant departments” (defined in s 4 and s 14) may prepare a transfer schedule to take effect on 9 May 2019 (s 11(1), s 21(1)). Stanwell/CS Energy and CleanCo must give each other and the relevant departments access to information and documents and cooperate in schedule preparation (s 11(6), s 21(6)).
Employees: Employees of Stanwell and CS Energy who are identified in a transfer schedule are directly affected , they become employees of the recipient entity on and from the transfer date and cease to be employees of the transferor (s 8(2), s 18(2)). The regulation preserves benefits, superannuation and continuity (s 8(4), s 18(4)).
Parties to instruments and registrars: Any party to an instrument identified in a transfer schedule is affected because the instrument applies to the recipient instead of the transferor on and from the transfer date; the parties must do all things necessary to enable the instrument to be applied to the recipient (s 7(2)-(3), s 17(2)-(3)). Registering authorities and registrars of titles are affected administratively , they may or must, on application, register transfers and may require compliance with their procedures and particular forms (s 24). The registrar of titles is defined with reference to the Land Title Act 1994 or another person responsible for land registers (s 24(4)).
Creditors and counterparties: Creditors whose liabilities are assumed under s 6/s 16 will find the recipient entity becomes liable for the relevant liabilities and the transferor released as specified (s 6(4), s 16(4)). Counterparties to instruments should expect a statutory substitution of the contracting party, including replacement of references to shareholding Ministers (s 7(4)(e), s 17(4)(e)). However, where liabilities are excluded by exclusion schedule or have not been transferred, the transferor may remain liable (s 6(3), s 16(3), s 9(2), s 19(2)).
Courts and claimants: Where proceedings by or against Stanwell or CS Energy, relating to transferred items, were ongoing and unresolved before the transfer, the regulation keeps the proceeding to be continued and concluded by or against the original entity and preserves the transferor’s liability for liabilities arising from those proceedings (s 10(1)-(2), s 20(1)-(2)).
Who pays: the regulation does not set new financial levies but changes who will carry balance sheet items, liabilities and operational costs post‑transfer. Accounting entries are mandated to treat transfers as equity movements, which will alter the balance sheet presentations of Stanwell/CS Energy and recipient entities (s 5(4), s 6(6), s 15(4), s 16(6)). The statutory release of transferors from transferred liabilities also shifts payment obligation to recipients for liabilities assumed on the transfer date (s 6(4), s 16(4)). However, the regulation retains specific categories of liabilities with the transferor where proceedings were ongoing (s 10, s 20) or where an exclusion schedule applies (s 11(4), s 21(4)).
Decision‑making authority: ministers fix transfer dates (s 12, s 22); relevant departments may prepare a scheduled transfer for the 9 May 2019 date (s 11(1), s 21(1)); Stanwell/CS Energy and CleanCo jointly prepare schedules and exclusion schedules (s 11(2), s 11(4); s 21(2), s 21(4)); shareholding Ministers may jointly correct errors within one year (s 13, s 23). The parties are required to cooperate and provide documents to enable schedule preparation (s 11(6), s 21(6)) and to do all things necessary to effect transfers (see s 5(3), s 6(5), s 7(3), s 8(3)).
Key duties and rights
The regulation imposes express duties on corporate parties, ministers and registering authorities, and confers successor rights on recipient entities. The operative duties are primarily procedural, transfer‑effecting and accounting.
Duties on the transferor and recipient entities
Effect the transfer: Where an asset, liability, instrument or employee is identified immediately before the transfer date, the transferor and the recipient entity must do all things necessary to enable the transfer or assumption on the transfer date (s 5(3), s 6(5), s 7(3), s 8(3); s 15(3), s 16(5), s 17(3), s 18(3)). This is a broad obligation to take the steps required to effect legal, practical and administrative transfer.
Accounting entries: The transferor must treat transferred assets as a distribution to an owner considered a redemption of contributed equity, and the recipient must treat them as an owner contribution increasing contributed equity, using the value recorded in the transferor’s accounts the day before transfer (s 5(4), s 15(4)). For transferred liabilities, the transferor must treat assumption by the recipient as an owner contribution (increase in contributed equity) and the recipient as a distribution (redemption of contributed equity) with the value taken from the transferor’s accounts for the day before transfer (s 6(6), s 16(6)). These are mandatory accounting treatments for the parties’ records.
Cooperation and information sharing: Stanwell/CS Energy and CleanCo must give each other and the relevant departments access to information and documents reasonably required for preparation of transfer and exclusion schedules, cooperate in their preparation, comply with requests from relevant departments, hold copies of final versions, and ensure the relevant departments have copies (s 11(6), s 21(6)). The relevant departments may themselves prepare a transfer schedule for 9 May 2019 (s 11(1), s 21(1)).
Duties on ministers and departments
Fixing transfer dates: The shareholding Ministers for Stanwell and CleanCo in relation to Stanwell schedules, and the shareholding Ministers for CS Energy and CleanCo in relation to CS Energy schedules, may jointly fix transfer dates by gazette notice (s 12(1), s 22(1)). The notice must identify the transfer schedule (s 12(5), s 22(5)). The ministers’ dates are bounded to not be before 10 May 2019 and not after 1 July 2021 (s 12(2), s 22(2)). Ministers also have a one‑year correction power to correct minor errors or misidentifications (s 13, s 23).
Correction and retrospective adjustment: Within one year after the transfer date, shareholding Ministers may jointly correct minor errors in transfer/exclusion schedules, correct misidentifications (including real property descriptions), and correct accounting errors in the transferor’s or recipient’s accounts relating to values of listed items; corrections are taken to have been made immediately before the transfer date (s 13(1)-(2), s 23(1)-(2)).
Duties on registering authorities and recipient entities
Registration: A registering authority may, without formal application, register or record the transfer and must, on written application by the recipient entity, register or record the transfer (s 24(2)). The recipient must comply with the registering authority’s procedures and may be required to complete particular forms (s 24(3)). “Registering authority” includes registrars of titles or other entities required or authorised to record transactions affecting assets, liabilities or instruments (s 24(4)).
Rights and protections
Successor in law: The recipient entity is declared successor in law for transferred assets, liabilities and instruments (s 9(1), s 19(1)). That confers the rights, titles and interests under instruments and over assets from the transfer date (s 7(4), s 17(4)).
Employee protections: Employees transferred under s 8/s 18 retain their benefits, entitlements and remuneration; existing or accruing superannuation and leave rights are preserved; continuity of service is not interrupted though double claims for the same period are forbidden; and the transfer is not a termination, retrenchment or redundancy (s 8(4), s 18(4)).
Limited liability assumption: The regulation limits recipient liabilities to those actually transferred under s 6/s 16 and those not preserved for the transferor under the current proceedings provisions (s 9(2), s 19(2), s 7(5), s 17(5)).
Continuing liabilities and proceedings
Ongoing proceedings: Importantly, where a proceeding by or against Stanwell or CS Energy, relating to a transferred item, had not been concluded before the transfer, the proceeding must be continued and concluded by or against the transferor, and the transferor remains liable for liabilities arising from the proceeding (s 10(1)-(2), s 20(1)-(2)). The regulation states this applies despite anything else in the part (s 10(2), s 20(2)).
These duties and rights create a package of administrative, accounting and legal obligations for public corporations, ministers, recipients, registrars and employees that must be operationalised by cooperation, gazette notices and record adjustments on and immediately after the transfer date.
Penalties and enforcement
The regulation does not contain provisions creating express criminal offences, pecuniary penalties or inspectors’ enforcement powers. Enforcement and practical effect are achieved predominantly through statutory operation of the transfer provisions, ministerial notice powers and registration mechanics set out in the text.
Mechanisms that effect compliance
Statutory transfer operation: The primary enforcement mechanism is the statutory operation of the transfer rules themselves. Where the transfer schedule identifies an item immediately before the transfer date, the regulation declares the transfer occurs on the transfer date (s 5(2), s 15(2); s 6(4), s 16(4); s 7(2), s 17(2); s 8(2), s 18(2)). This removes the need for contracting or litigation to effect assignment in many cases because rights and liabilities are taken to transfer by operation of the regulation.
Ministers’ gazette notice: Shareholding Ministers fix transfer dates by gazette notice which has effect on the day of publication (s 12(3), s 22(3)). The ministers’ action gives public notice and legal effect to the chosen transfer date; failing to publish or publishing incorrectly would be administrative rather than criminal, and the regulation supplies a correction mechanism (s 13, s 23).
Registers and recording: Registering authorities may, without formal application, register or record transfers, and must register on written application by the recipient entity (s 24(2)). They may require compliance with registration procedures and forms (s 24(3)). A recipient’s failure to comply with registering authority procedures will delay formal recording of title or interests, creating practical legal risk for the recipient rather than triggering a statutory penalty under this regulation.
Absence of express penalties
No penal provisions: The regulation does not specify penalties for non‑compliance by the transferor, recipient, relevant departments or parties to instruments. There are no sections imposing fines, offences, or administrative sanctions in the text provided. The “must do all things necessary” obligations and cooperation duties (s 5(3), s 6(5), s 7(3), s 8(3), s 11(6), s 21(6)) are duties without express monetary or criminal sanctions in this instrument.
Enforcement consequences likely to arise in practice
Contractual and third‑party consequences: Although this regulation effects statutory substitution for identified instruments, counterparts and third parties may seek to enforce contractual provisions, require consents, or take protective steps where assignment affects their position. The text requires the parties to do all things necessary but does not compel third parties outside the transferor/recipient/parties to instruments to accept substitution; their practical compliance would be influenced by the statutory declaration of substitution (s 7(2)-(4), s 17(2)-(4)).
Procedural remedies and judicial review: Where parties or third parties dispute the legal effect, or where ministerial action is alleged to be ultra vires, judicial review or declaratory relief in the courts would be the available remedy, but the regulation contains no administrative penalty regime itself. For proceedings that existed before transfer, the regulation specifies the original entity must continue and conclude the proceeding and remain liable for liabilities arising from it (s 10(1), s 20(1)), which directs litigation paths rather than creating an enforcement scheme.
Registration compliance: Registering authorities are obliged to register on written application and may register without application (s 24(2)). A recipient entity that fails to cooperate with the registering authority’s procedures (s 24(3)) may find the transfer not recorded in land or other statutory registers, which has practical legal consequences; again, the regulation does not prescribe fines for non‑compliance with registration procedures.
In short, this instrument enforces transfers by statutory declaration and administrative notice rather than by imposing penal regimes. Practical enforcement will therefore arise through statutory effects on rights and through institutional actors (registrars, courts, counterparties) responding to the statutory changes. Parties should treat the statutory duties as mandatory for operational and reputational reasons though the regulation itself contains no express penalty clauses.
How it interacts with other laws
The regulation operates as a specialised transfer regime and explicitly interfaces with existing statutory and contractual frameworks in several specific ways.
Enabling Act and section reference: The regulation is made under the Act, section 161 (expressed in the purpose, s 2). The enabling legislation supplies the power to make provision for transfers and succession. The regulation itself must therefore be read as implementing that statutory power and not as superseding unrelated Commonwealth or State laws except as expressly provided.
Substitution of parties under instruments: The regulation consciously alters the party position under instruments by statutory substitution , an instrument identified in a transfer schedule and still in effect is taken to apply to the recipient entity instead of the transferor on and from the transfer date (s 7(2), s 17(2)). It also declares that rights, titles, benefits, and references to Stanwell/CS Energy are to be treated as given to the recipient (s 7(4)(a)-(d), s 17(4)(a)-(d)), and references to shareholding Ministers of Stanwell/CS Energy are to be read as references to the shareholding Ministers of CleanCo (s 7(4)(e), s 17(4)(e)). These statutory substitutions interact directly with private contracts and statutory instruments, potentially overriding common law requirements for assignment or novation where those would otherwise be necessary.
Limits imposed by other laws and registers: Section 24 anticipates interaction with registrars and registers created under other laws. The registering authority may register transfers without formal application or must register on written application, but the recipient must comply with the registering authority’s procedures and forms (s 24(2)-(3)). The definition of registrar of titles references the Land Title Act 1994, meaning land‑related transfers must be recorded under that scheme (s 24(4)). The regulation therefore sits alongside and interacts operationally with land registration law and potentially other statutory registers of rights.
Continuing proceedings and existing liabilities: The regulation preserves the allocation of risk for existing proceedings by requiring unresolved proceedings that relate to transferred items to be continued and concluded by or against the original transferor and by keeping liabilities arising from those proceedings with the transferor (s 10(1)-(2), s 20(1)-(2)). This carve‑out interacts with procedural law by directing where litigation must be pursued and by circumscribing the extent to which a recipient is liable for historical litigation risk.
Accounting and corporate law: The mandated accounting treatments (treating asset transfers as distributions by the transferor and owner contributions by the recipient and valuing at the transferor’s recorded value immediately before transfer) create specific balance sheet and equity entries (s 5(4), s 6(6), s 15(4), s 16(6)). While the regulation prescribes accounting treatment for the parties’ records, other laws , corporate reporting standards, taxation law, or external accounting frameworks , may have their own requirements. The regulation does not expressly address inconsistencies with taxation or financial reporting rules, so parties will need to reconcile the mandate here with obligations under other regimes.
Ministerial powers and administrative law: Ministers exercise powers to fix transfer dates by gazette notice (s 12, s 22) and to correct minor errors within one year (s 13, s 23). Those ministerial acts will be subject to administrative law principles and judicial review if challenged, subject to the scope of the enabling Act and general law.
Third‑party consents and contractual terms: Although s 7(3) and s 17(3) require Stanwell/CS Energy, the recipient and any other party to the instrument to “do all things necessary,” the regulation does not nullify contractual terms that require third‑party consent. The statutory substitution may supersede common law requirements where the instrument is identified and still in effect immediately before the transfer date, but in practice third parties may seek to rely on contractual consent clauses. The text does not expressly resolve conflicts with third‑party consent provisions.
Overall, the regulation operates as a targeted override and reallocation mechanism that interacts closely with existing contract law, registration regimes, ministerial powers and accounting treatment. It provides statutory pathways to effect transfers that would otherwise require negotiation and third‑party consents, but it leaves room for operational interaction with registers, procedural law for ongoing claims and other statutory reporting regimes.
Amendment history
The regulation text provided does not include a schedule of prior amendments or an explicit legislative history section. What the instrument does contain, within its operative text, are mechanisms permitting limited modification and correction after a transfer date, which are functionally similar to short‑term amendment powers.
One‑year correction power: Shareholding Ministers (Stanwell and CleanCo in Pt 2; CS Energy and CleanCo in Pt 3) may jointly correct minor errors in a transfer schedule or an exclusion schedule, correct misidentifications of assets, liabilities, instruments or employees (including real property descriptions) and correct accounting errors in the accounts of Stanwell/CS Energy or a recipient entity relating to values of identified items. These corrections may be made at any time within one year after the transfer date and are taken to have been made immediately before the transfer date (s 13(1)-(2); s 23(1)-(2)). This is an express, time‑limited amendment mechanism internal to the regime.
Multiple schedules: The regulation contemplates that more than one transfer schedule or exclusion schedule may be prepared where items are to be transferred on different days or to different entities (s 11(3), s 11(5); s 21(3), s 21(5)). This allows staged transfers rather than a single‑moment amendment.
Ministerial gazette notices: Fixing different transfer dates for particular transfer schedules requires a joint gazette notice by the relevant shareholding Ministers (s 12(1), s 22(1)). Although not an “amendment” of the regulation text, this is the procedural lever to change the operative date of specific schedules within the statutory window (not before 10 May 2019 and not after 1 July 2021, s 12(2), s 22(2)).
Absent from the text provided
No recorded prior amendments: The instrument as supplied does not provide a legislative amendment note, nor is there an expressed history of prior versions, repeals, or reprints embedded in the text. If there have been external amendments or reissues, they are not recorded in the supplied text.
No ongoing open‑ended amendment power: Beyond the limited one‑year correction power and the capacity to prepare additional transfer or exclusion schedules, the regulation does not give the ministers a continuing open‑ended power within the text to alter substantive allocation rules beyond those mechanisms. The correction power is explicitly constrained in time and subject matter (minor errors, misidentifications, and accounting errors).
For practitioners reviewing or relying on this regulation, the operative practical implication is that post‑transfer corrections are permitted but time‑limited; any material change to the allocation framework outside the one‑year correction window would presumably require further legislative or regulatory action under the enabling Act. The document itself is silent on any prior amendment chronology.
Litigation history
The text of the regulation does not record any litigation history. There are no case citations, footnotes or references to judgments in the instrument provided. Two provisions specifically deal with litigation as an operational matter rather than as historical record:
Continuation of existing proceedings: Where a proceeding by or against Stanwell or CS Energy related to a transferred asset, liability, instrument or employee has not been concluded before transfer, the regulation mandates that the proceeding must be continued and concluded by or against the transferor and that the transferor remains liable for liabilities arising from the proceeding (s 10(1)-(2), s 20(1)-(2)). This directs litigation pathways for existing matters but does not report any decided cases.
No caselaw references: The instrument does not cite or rely upon any judicial decisions or provide examples from litigation. It therefore contains no recorded litigation history within its text.
Implications for potential litigation
Points likely to generate disputes: The regulation contains several provisions that could be litigated in future, though such litigation is not recorded here: scope of “do all things necessary” obligations (s 5(3), s 6(5), s 7(3)); interpretation of exclusion schedules and whether a particular liability was excluded (s 11(4), s 21(4)); the effect of statutory substitution on third‑party contractual consent clauses (s 7(2)-(4), s 17(2)-(4)); the proper application of the one‑year correction power (s 13, s 23); and whether ongoing proceedings fall within the carve‑out that keeps liability with the original transferor (s 10, s 20). These are potential litigation topics but do not appear as settled law in the regulation text.
Administrative law: Ministerial actions (fixing transfer dates by gazette notice, exercising correction power) could be subject to administrative law challenge if a party alleges procedural unfairness or ultra vires action; the text does not record any such challenges.
Because the supplied regulation contains no litigation record, practitioners should not infer settled judicial interpretations from it. Any litigation arising from these transfers would be decided on the statutory text and facts of a particular dispute.
Gotchas
This regulation contains a number of concrete traps for the unwary practitioner or corporate officer that follow directly from its wording. The following are practical “gotchas” grounded in the provisions that should be checked and managed.
Immediate‑before timing rule: The transfer rules apply only to assets, liabilities, instruments and employees identified as belonging to or relating to Stanwell/CS Energy "immediately before the transfer date" (see s 5(1), s 6(1), s 7(1), s 8(1); s 15(1), s 16(1), s 17(1), s 18(1)). That temporal qualification means that anything that changed hands, expired, or was discharged even a short time before the transfer date may fall outside the statutory transfer, and so careful cut‑off management is required.
Transfer date constraints and ministerial notice mechanics: For transfer schedules not prepared by the relevant departments, the ministers’ gazette notice fixing the transfer date may only select dates between 10 May 2019 and 1 July 2021 (s 12(2), s 22(2)), and the date has effect on publication (s 12(3), s 22(3)). The relevant departments’ power to prepare a schedule for 9 May 2019 (s 11(1), s 21(1)) contrasts with ministerial‑fixed dates. Practitioners must track which mechanism produced the relevant transfer schedule and understand the differing date rules.
Accounting valuation fixed to transferor’s books: The value for accounting is taken to be “the value of the asset as recorded in the accounts of Stanwell [or CS Energy] for the day immediately before the transfer date” (s 5(4), s 15(4)). That choice freezes values to the transferor’s internal accounts and may produce unexpected accounting entries for the recipient, particularly if the recipient had previously recorded a different value or held different depreciation assumptions.
Current proceedings carve‑out: Proceedings relating to transferred items that were not concluded before the transfer remain with the transferor, which continues to be liable for liabilities arising from those proceedings (s 10(1)-(2), s 20(1)-(2)). Parties seeking to litigate against the recipient for historical acts may find the transferor remains the proper defendant. This carve‑out risks mismatches between legal liability and operational control of the asset or activity post‑transfer.
Exclusion schedules: Liabilities can be excluded from transfer by an exclusion schedule identifying particular liabilities or classes of liabilities and stating the extent of exclusion (s 11(4), s 21(4)). If a liability is not clearly categorized, parties might litigate whether it was intended to be excluded. The regulation requires Stanwell/CS Energy and CleanCo to hold and share final versions (s 11(6), s 21(6)), but disputes may arise where documentation is unclear.
Third‑party consents and “do all things necessary” language: The regulation requires parties to instruments and the transferor/recipient to “do all things necessary” to enable instruments to apply to the recipient (s 7(3), s 17(3)). However, many contracts require third‑party consent to assignment. The regulation statutorily declares substitution (s 7(2)-(4), s 17(2)-(4)), but practical compliance may require negotiation with counterparties or third parties, and the text does not extinguish contractual consent rights by third parties.
Registering authority procedures: Although registering authorities may register transfers without formal application (s 24(2)), they may also require procedural compliance and specific forms (s 24(3)). If the recipient fails to comply with these procedures, a transfer may not be recorded on public registers (for land, under the Land Title Act 1994 reference in s 24(4)), which can impair marketability or security interests even if the statutory substitution has occurred.
One‑year correction has retrospective effect: The ministers’ power to correct minor errors or misidentifications and to correct accounting errors within one year after the transfer date is taken to have been made immediately before the transfer date (s 13(2), s 23(2)). That retrospective effect can alter parties’ legal positions, titles and accounting as though the corrected identification had always been correct; parties must record and monitor for such corrections in the applicable one‑year window.
Double‑claim prohibition for employees: The preservation of continuity of service includes a specific limitation: an employee is not entitled to claim the benefit of a right or entitlement more than once in relation to the same period of service (s 8(4)(c), s 18(4)(c)). Practitioners must ensure payroll and leave accruals are carefully reconciled to avoid double payment claims.
No express penalty provisions: The absence of explicit penalties means that enforcement will be practical and contractual rather than penal. Parties may therefore find themselves with operational or commercial exposure rather than regulatory fines if they fail to comply with procedural obligations.
Each of these points follows directly from the statutory text and defines practical areas of operational risk and potential dispute that need pre‑transfer scrutiny and post‑transfer monitoring.
How to comply
Practical compliance with the regulation requires coordinated steps by Stanwell/CS Energy, CleanCo (or the recipient entities), relevant departments, shareholding Ministers and registrars. The following checklist distils obligations and recommended actions tied to the statutory provisions.
Identify and document items for transfer and exclusion
Prepare transfer schedules: Stanwell/CS Energy together with CleanCo should jointly prepare formal transfer schedules identifying assets, liabilities, instruments and employees targeted for transfer (s 11(2), s 21(2)). Where the relevant departments prepare a schedule for 9 May 2019, ensure that is reviewed and reconciled (s 11(1), s 21(1)).
Prepare exclusion schedules: Jointly prepare exclusion schedules to identify liabilities or classes of liabilities excluded from transfer and to state the extent of exclusion (s 11(4)-(5), s 21(4)-(5)). Keep separate schedules where items transfer on different dates or to different entities (s 11(3), s 21(3)).
Information sharing and cooperation obligations
Provide documents and access: Comply with the duty to give each other and relevant departments access to all information and documents reasonably required for schedule preparation, and cooperate in preparation (s 11(6), s 21(6)). Maintain an audit trail of disclosures and requests to evidence compliance.
Fix transfer dates and issue gazette notices
Coordinate ministerial action: Where transfers do not rely on the relevant departments’ 9 May 2019 schedule, arrange for shareholding Ministers to jointly fix transfer dates by gazette notice (s 12(1), s 22(1)). Ensure chosen dates fall within the permitted window (not before 10 May 2019 and not after 1 July 2021) and that the notice identifies the relevant transfer schedule (s 12(2)-(5), s 22(2)-(5)). Keep copies of gazette notices and publication dates as they determine legal effect.
Pre‑transfer legal and contractual steps
Check instruments for consent requirements: Review instruments identified for statutory substitution to identify any clauses that require counterparty consent, regulatory consents or other actions. Although the regulation declares substitution (s 7(2), s 17(2)), practical performance may require third‑party cooperation; ensure counterparts are notified and, where necessary, seek consents or document reliance on statutory substitution.
Secure title and permit transfers: For real property and registered interests, coordinate with registering authorities to be ready to record transfers and complete any required forms (s 24). Align internal title records to the transferor’s accounts for valuation purposes (s 5(4), s 15(4)).
Accounting and financial recording
Apply mandated accounting entries: Prepare accounting adjustments to treat asset transfers as distributions/redemptions by the transferor and contributions by the recipient, and to treat liability transfers as described in s 6(6) and s 16(6). Use the values recorded in the transferor’s accounts for the day immediately before the transfer date (s 5(4), s 6(6), s 15(4), s 16(6)). Document reconciliations showing the pre‑transfer book values.
Anticipate audit and reporting: Notify auditors and reporting teams of the statutory accounting treatments and ensure external reporting reconciles with the internal entries mandated by the instrument.
Employee transfers and HR processes
Transfer employment records: For employees identified in transfer schedules, ensure employment records are transferred to the recipient and that employment terms, benefits, superannuation and leave balances are preserved (s 8(2)-(4), s 18(2)-(4)). Update payroll, superannuation arrangements and continuity of service records.
Communicate with staff: Provide clear communication to affected employees about the legal effect: the transfer is not a termination or redundancy and does not entitle employees to additional payments solely because they are no longer employed by the transferor (s 8(4)(d)-(e), s 18(4)(d)-(e)).
Registering and recording transfers
Apply to registrars where necessary: Submit written applications and required forms to registering authorities to register or record transfers. Alternatively, confirm whether the registering authority will make entries without formal application (s 24(2)-(3)). For land transactions, coordinate with the registrar of titles referenced under the Land Title Act 1994 (s 24(4)).
Retain copies of registered instruments: Keep records of registering authority confirmations and copies of entries made on public registers.
Ongoing litigation and contingent liabilities
Identify ongoing proceedings: Compile a register of proceedings by or against the transferor relating to items in the transfer schedule that remain unresolved at the transfer date. Ensure those proceedings are continued and concluded by or against the transferor in accordance with s 10(1) and s 20(1). Maintain a liability register reflecting liabilities retained under the litigation carve‑out.
Record exclusions and contingent exposures: Ensure exclusions in exclusion schedules are documented and that contingent liabilities are disclosed appropriately to boards and auditors.
Use correction window prudently
Monitor one‑year correction window: After the transfer date, monitor for opportunities and needs to correct minor errors, misidentifications or accounting errors within one year, noting corrected entries operate retrospectively to immediately before the transfer date (s 13(1)-(2), s 23(1)-(2)). Establish governance to determine what constitutes a “minor error” and whether ministerial correction is appropriate.
Document “all things necessary” actions
Evidence of steps taken: For the statutory requirement that Stanwell/CS Energy and recipient entities and parties to instruments “do all things necessary” to effect transfers (s 5(3), s 6(5), s 7(3), s 8(3), s 15(3), s 16(5), s 17(3), s 18(3)), retain contemporaneous records of consents obtained, notices served, register applications lodged and other administrative steps to support that the parties complied with their statutory duties.
Engage legal and tax advisors
Cross‑check with other regimes: Although this regulation prescribes accounting treatment and statutory substitution, other laws e.g. taxation, corporate reporting, or sectoral regulatory regimes may impose additional obligations or produce different treatment. Although the instrument does not itself address those regimes, involve advisors to reconcile the mandated entries and legal outcomes.
Following these steps will align operational practice with the regulation’s prescriptions: prepare clear transfer and exclusion schedules, secure ministerial notices where required, perform mandated accounting adjustments using pre‑transfer book values, preserve employee rights, apply to registrars for recordation, and retain detailed evidence of all actions taken to meet the statutory “do all things necessary” obligations.
(a) for the transfer schedule prepared by the relevant departments under section 11 (1) —9 May 2019; or
(b) for any other transfer schedule—the date fixed for the schedule under section 12 .
sec.5 Transferring assets
sec.5 Transferring assets
This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.
The asset is transferred to the recipient entity for the asset on the transfer date.
Stanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
For the purpose of accounting—
Stanwell must treat—
the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
the recipient entity must treat—
the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(sec.5-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies an asset of Stanwell.
(sec.5-ssec.2) The asset is transferred to the recipient entity for the asset on the transfer date.
(sec.5-ssec.3) Stanwell and the recipient entity must do all things necessary to enable the asset to be transferred to the recipient entity on the transfer date.
(sec.5-ssec.4) For the purpose of accounting— Stanwell must treat— the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(a) Stanwell must treat— (i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the transfer of the asset to the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the transfer of the asset to the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the asset as being the value of the asset as recorded in the accounts of Stanwell for the day immediately before the transfer date.
sec.6 Transferring liabilities
sec.6 Transferring liabilities
This section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell—
acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
employing an employee identified, immediately before the transfer date, in the transfer schedule.
This section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability—
has been discharged or otherwise satisfied; or
is mentioned in an exclusion schedule.
See also section 10 .
Stanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
Stanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
For the purpose of accounting—
Stanwell must treat—
the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
the recipient entity must treat—
the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(sec.6-ssec.1) This section applies to a liability of Stanwell, in existence immediately before the transfer date for a transfer schedule, to the extent the liability arose as a result of Stanwell— acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or employing an employee identified, immediately before the transfer date, in the transfer schedule.
(sec.6-ssec.2) This section also applies to a liability of Stanwell if, immediately before the transfer date for a transfer schedule, the transfer schedule identifies the liability.
(sec.6-ssec.3) However, this section does not apply to a liability mentioned in subsection (1) or (2) to the extent that, immediately before the transfer date, the liability— has been discharged or otherwise satisfied; or is mentioned in an exclusion schedule. See also section 10 .
(sec.6-ssec.4) Stanwell is released from the liability, and the liability is assumed by the recipient entity for the liability, on the transfer date.
(sec.6-ssec.5) Stanwell and the recipient entity must do all things necessary to enable the liability to be assumed by the recipient entity on the transfer date.
(sec.6-ssec.6) For the purpose of accounting— Stanwell must treat— the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and the recipient entity must treat— the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(a) acquiring, owning or maintaining an interest in an asset identified, immediately before the transfer date, in the transfer schedule; or
(b) being party to an instrument identified, immediately before the transfer date, in the transfer schedule; or
(c) employing an employee identified, immediately before the transfer date, in the transfer schedule.
(a) has been discharged or otherwise satisfied; or
(b) is mentioned in an exclusion schedule.
(a) Stanwell must treat— (i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(b) the recipient entity must treat— (i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and (ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
(i) the assumption of the liability by the recipient entity as a contribution by an owner that is to be considered as an increase in contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date; and
(i) the assumption of the liability by the recipient entity as a distribution to an owner that is to be considered as a redemption of contributed equity; and
(ii) the value of the liability as being the value of the liability as recorded in the accounts of Stanwell for the day immediately before the transfer date.
sec.7 Transferring instruments
sec.7 Transferring instruments
This section applies if, immediately before the transfer date for a transfer schedule—
the transfer schedule identifies an instrument relating to Stanwell; and
the instrument is still in effect.
The instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.
Stanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
Without limiting subsection (2) , on and from the transfer date—
any right, title or interest arising under or relating to the instrument is taken to be transferred from Stanwell to the recipient entity; and
a benefit or right provided by the instrument, given to, by or in favour of Stanwell is taken to have been given to, by or in favour of the recipient entity; and
the recipient entity is taken to be a party to the instrument instead of Stanwell; and
a reference in the instrument to Stanwell is taken to be a reference to the recipient entity; and
a reference in the instrument to the shareholding Ministers of Stanwell is taken to be a reference to the shareholding Ministers of CleanCo; and
an amount that is, or may become, payable to or by Stanwell under the instrument is taken to be an amount that is, or may become, payable to or by the recipient entity in the way the amount was, or might have become, payable to or by Stanwell.
However, nothing in this section imposes a liability on the recipient entity to the extent that—
the liability has not been transferred to the recipient entity under section 6 ; or
Stanwell is liable for the liability under section 10 .
(sec.7-ssec.1) This section applies if, immediately before the transfer date for a transfer schedule— the transfer schedule identifies an instrument relating to Stanwell; and the instrument is still in effect.
(sec.7-ssec.2) The instrument applies to the recipient entity for the instrument instead of Stanwell on and from the transfer date.
(sec.7-ssec.3) Stanwell, the recipient entity and any other party to the instrument must do all things necessary to enable the instrument to be applied to the recipient entity on and from the transfer date.
(se
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