i
Version No. 003
National Australia Bank and Bank of New
Zealand Act 1997
No. 10 of 1997
Version incorporating amendments as at 1 January 2010
TABLE OF PROVISIONS
Section Page
PART 1—PRELIMINARY 2
1 Purpose 2
2 Commencement 2
3 Definitions 2
4 Act to bind Crown 3
5 Territorial application of Act 3
PART 2—VESTING OF UNDERTAKING OF BNZ IN
NATIONAL 5
6 Vesting of undertaking 5
7 Effect of contracts and instruments 5
8 Transitional provisions 6
9 Legal proceedings etc 8
10 Amendment of Court documents where National erroneously
made a party 9
11 Evidence 10
12 Construction of references 10
13 BNZ employees 10
PART 3—GENERAL 12
14 Payment of amount in lieu of State taxes and charges 12
15 Effect of things done under this Act 12
16 Service of documents 13
17 Excluded assets 13
18 Certificates may be issued 14
19 Interests in land in the Register Book 14
20 Action by Registrar of Titles or Registrar-General 14
21 Certificates in relation to charges 15
Section Page
ii
22 Other property 15
23 Certificates conclusive 16
24 Application of banking laws 16
═══════════════
ENDNOTES 17
General Information 17
Table of Amendments 18
Explanatory Details 19
1
Version No. 003
National Australia Bank and Bank of New
Zealand Act 1997
No. 10 of 1997
Version incorporating amendments as at 1 January 2010
Preamble 1
(1) Bank of New Zealand A.R.B.N. 000 000 288
(BNZ) is a company incorporated in New
Zealand.
(2) National Australia Bank Limited
A.C.N. 004 044 937 (National) is a company
incorporated in Victoria and is a company
within the meaning of the Corporations Law
and is a company limited by shares.
(3) BNZ became a wholly owned subsidiary of
National in February 1993.
(4) National carries on the business of banking
in Australia and elsewhere.
(5) BNZ carries on the business of banking in
Victoria and in other States and Territories.
(6) Under the conditions imposed by the Reserve
Bank of Australia for the acquisition of BNZ
by National, BNZ is required to surrender its
authority to carry on banking business in
Australia.
(7) It is necessary and expedient to transfer the
banking business of BNZ to National and to
enact legislation for that purpose.
The Parliament of Victoria therefore enacts as follows:
Part 1—Preliminary
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
2
PART 1—PRELIMINARY
1 Purpose
The purpose of this Act is to provide for the
transfer to National Australia Bank Limited of the
banking business of Bank of New Zealand.
2 Commencement
(1) This Part and section 14 come into operation on
the day on which this Act receives the Royal
Assent.
(2) The remaining provisions of this Act come into
operation on a day to be proclaimed.
3 Definitions 2
In this Act—
BNZ means Bank of New Zealand
A.R.B.N. 000 000 288;
BNZ employee means a person employed by BNZ
in Victoria;
Chief Executive Officer, in relation to a bank,
means the officer in charge of the day to day
management of the affairs of that bank or a
person appointed by that officer in writing;
excluded asset means—
(a) a document required to be kept by BNZ
under the Corporations Law or any
other law;
(b) an asset listed in a certificate signed by
the Chief Executive Officer of National
and received by the Treasurer before
the commencement of Part 2;
s. 1
Part 1—Preliminary
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
3
excluded liability means a liability listed in a
certificate signed by the Chief Executive
Officer of National and received by the
Treasurer before the commencement of
Part 2;
liabilities includes duties, obligations and
incidents of every description, whether
actual, contingent or prospective, but does
not include any duty, obligation or incident
relating to an excluded asset;
National means National Australia Bank Limited
A.C.N. 004 044 937;
property means property and assets of every
description, and includes securities, rights
and powers of every description;
register includes a book of registry and an index
relating to registration;
security includes a mortgage (whether legal or
equitable), charge, debenture, bill of
exchange, promissory note, guarantee, lien,
pledge or other means of securing the
payment of a debt, whether present or future,
or the discharge of an obligation or liability,
whether actual or contingent;
4 Act to bind Crown
This Act binds the Crown in right of Victoria and,
so far as the legislative power of the Parliament
permits, the Crown in all its other capacities.
5 Territorial application of Act
(1) This Act applies both within and outside Victoria.
(2) This Act applies outside Victoria to the full extent
of the extra-territorial legislative power of
Victoria.
s. 4
Part 1—Preliminary
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
4
(3) Nothing in this Act applies to any part of the
undertaking, banking business, assets or liabilities
of BNZ carried on or situated wholly outside
Australia.
s. 5
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
5
PART 2—VESTING OF UNDERTAKING OF BNZ IN
NATIONAL
6 Vesting of undertaking
(1) The undertaking of BNZ is by virtue of this Part
divested from BNZ and vested in National.
(2) Subsection (1) has no effect in relation to the
employment of BNZ employees.
7 Effect of contracts and instruments
(1) All contracts, agreements, conveyances, deeds,
leases, licences and other instruments or
undertakings entered into by or made with, or
addressed to, BNZ (whether alone or with any
other person) in force immediately before the
commencement of this Part are, on and after that
commencement, to the extent that they were
immediately before that commencement binding
upon and enforceable by, or against, BNZ,
binding and of full force and effect in every
respect in favour of, or against, National, as fully
and effectually as if, instead of BNZ, National had
been a party to them or bound by them or entitled
to the whole or any portion of the benefit of them.
(2) Subsection (1) does not apply to any contract,
agreement, conveyance, deed, lease, licence,
instrument or undertaking relating to—
(a) an excluded asset or excluded liability; or
(b) the employment of a BNZ employee; or
(c) a provident, benefit, superannuation or
retirement fund relating to BNZ employees.
(3) A director, secretary or auditor of BNZ is not by
reason only of this Part a director, secretary or
auditor (as the case may be) of National.
s. 6
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
6
8 Transitional provisions
(1) Subject to subsection (3) and without limiting
sections 6 and 7, the following provisions have
effect in relation to the banking business of
BNZ—
(a) the relationship between BNZ and a
customer or depositor of that bank is, on and
after the commencement of this Part,
between National and that customer or
depositor, and gives rise to the same rights
and the same duties (including rights of set-
off) as would have existed at that time if that
relationship had been between National and
the customer or depositor, and so that any
instruction, order, direction, mandate or
authority given by that customer or depositor
to BNZ and subsisting on or given after that
commencement is, unless and until revoked
or cancelled, deemed to have been given to
National;
(b) any security held by BNZ as security for the
payment of the debts or liabilities (whether
present or future, certain or contingent) of
any person is by virtue of this Part
transferred to National and is to be held by
and be available to National as security for
the payment of those debts and liabilities to
National (but not, by reason only of this Part,
as security for any debt or liability of that
person to National existing immediately
before the commencement of this Part) and,
where the security extends to future
advances to, or to future liabilities of, that
person, the security shall, after that time,
subject to any agreement between National
and that person, be held by and be available
to National as security for future advances to
that person by, and future liabilities of that
s. 8
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
7
person to, National, to the same extent to
which future advances by, or liabilities to,
BNZ were secured immediately before that
commencement;
(c) National is, in relation to any security
transferred under this Part and the money
secured by the security, entitled to the same
rights and priorities and subject to the same
liabilities as BNZ would have been entitled
and subject to, if the security had continued
to be held by BNZ;
(d) the custody of any document, goods or thing
held by BNZ as bailee for any other person
at any office or branch or agency of BNZ is
by virtue of this Part transferred to National,
and the rights, duties and liabilities of BNZ
under any contract of bailment relating to the
document, goods or thing are transferred to
National;
(e) any negotiable instrument or order for the
payment of money, whether drawn, given,
accepted or endorsed before, at or after the
commencement of this Part, which is
expressed to be drawn by, drawn on, or
given to, or accepted or endorsed by BNZ, or
payable at any place of business of BNZ, has
the same effect after that commencement as
if it had been drawn by, drawn on, or given
to, or accepted or endorsed by, National, or
payable at the same place of business of
National;
(f) any information held immediately before the
commencement of this Part by BNZ relating
to a customer or depositor of that bank is
available to and may be used by National.
s. 8
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
8
(2) Despite subsection (1) and sections 6 and 7—
(a) National is, in relation to any security held
by it over any money on deposit with BNZ
immediately before the commencement of
this Part, entitled to the same rights and
priorities and subject to the same liabilities
as it would have been had the money on
deposit continued to be held by BNZ; and
(b) National is, in relation to any security held
by BNZ immediately before the
commencement of this Part over money on
deposit with National, entitled to the same
rights and priorities and subject to the same
liabilities as BNZ would have been had the
security continued to be held by BNZ.
9 Legal proceedings etc
(1) This section applies to—
(a) any action, arbitration, regulatory inquiry or
proceeding or cause of action, arbitration or
proceeding which is at the commencement of
this Part pending or existing by, against, or
in favour of, BNZ; and
(b) any cause of action, arbitration, regulatory
inquiry or proceeding by, against, or in
favour of, BNZ, which arises after that
commencement in respect of a contract made
by BNZ before that commencement or which
arises in respect of anything done or omitted
to be done by BNZ before that
commencement—
but does not apply to any action, arbitration,
regulatory inquiry or proceeding or to any cause
of action relating to—
(c) an excluded asset or excluded liability;
s. 9
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
9
(d) the employment of a BNZ employee; or
(e) a provident, benefit, superannuation or
retirement fund relating to BNZ employees.
(2) Any action, arbitration, regulatory inquiry or
proceeding and any cause of action, arbitration,
regulatory enquiry or proceeding to which this
section applies, is not abated or discontinued or in
any way prejudicially affected by reason of this
Part, and may, without any further act, deed or
instrument other than any appropriate amendment
of the records of the relevant court, tribunal or
other person, be prosecuted and continued and
enforced by or against National, in its own name
as and when it might have been prosecuted,
continued and enforced by or against BNZ if this
Act had not been enacted.
(3) Despite subsection (2), the court, tribunal or other
person making or entering any judgment, order or
award for the payment of any sum of money,
whether ascertained or to be ascertained, against
National in any legal or arbitral proceeding to
which this section applies may, at the request of
any party in whose favour the judgment, order or
award is being made or entered, make or enter the
judgment, order or award against both BNZ and
National, and the judgment, order or award may,
when so made or entered, be enforced against both
BNZ and National.
10 Amendment of Court documents where National
erroneously made a party
(1) Any party to any action, arbitration or proceeding
relating to an excluded asset or a BNZ employee
is entitled at any stage to seek leave to amend any
writ, pleading or other document filed by the party
in the action, arbitration or proceeding by
substituting for the name of National the name of
BNZ as party.
s. 10
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
10
(2) No order is to be made against any party so
amending to pay to National or to BNZ any costs
occasioned by that amendment.
(3) The action, arbitration or proceeding is to be
continued as if BNZ had originally been made a
party to it.
11 Evidence
(1) Any book or document which if this Part had not
been enacted would have been evidence in respect
of any matter for or against BNZ is, subject to this
Part, to be admissible in evidence in respect of the
same matter for or against National.
(2) Without limiting subsection (1), the books of
account of BNZ are for the purposes of the
Evidence Act 2008 deemed to form part of the
records belonging to or kept by National.
12 Construction of references
Subject to this Act, if any written law (other than
this Act) or any document, whenever made or
executed or any register established or kept under
any Act contains any reference express or implied
to BNZ, the reference is, on and after the
commencement of this Part to be read and
construed as a reference to National, unless the
context otherwise requires.
13 BNZ employees
(1) Each BNZ employee is to be engaged exclusively
in the provision of services to National and is
subject to the direction and control of the officers
of National who are responsible for the control of
the business of National in Victoria.
s. 11
S. 11(2)
substituted by
No. 69/2009
s. 54(Sch. Pt 1
item 38.1).
S. 11(3)
repealed by
No. 69/2009
s. 54(Sch. Pt 1
item 38.2).
Part 2—Vesting of Undertaking of BNZ in National
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
11
(2) Subsection (1) applies subject to any law or
determination relating to the employment of the
person.
s. 13
Part 3—General
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
12
PART 3—GENERAL
14 Payment of amount in lieu of State taxes and
charges
(1) National must pay to the Treasurer in lieu of all
taxes, duties and charges for which it would
otherwise be liable under the law of the State as a
result of, or in connection with, the transfer of the
undertaking of BNZ so far as it is located in
Victoria, to National, a sum which is, in the
opinion of the Treasurer, equal to the amount of
those taxes, duties and charges.
(2) The amount payable under subsection (1) is to be
determined by the Treasurer in accordance with
such principles as the Treasurer thinks
appropriate.
(3) The Treasurer is to give a certificate to National
when satisfied that the sum due under subsection
(1) has been paid stating that the sum due under
that subsection has been paid.
15 Effect of things done under this Act
(1) Nothing effected by this Act or done or suffered
by BNZ or National under this Act or done to give
effect to this Act—
(a) is to be regarded as placing any of them in
breach of contract or confidence or as
otherwise making either of them guilty of a
civil wrong; or
(b) is to be regarded as placing any of them in
breach of or as constituting a default under
any written law or other law or any provision
in any agreement, arrangement or
understanding including, without limiting the
generality of the foregoing, any provision
prohibiting, restricting or regulating the
s. 14
Part 3—General
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
13
assignment or transfer of any property or the
disclosure of any information; or
(c) is to be regarded as fulfilling any condition
which allows a person to terminate any
agreement or liability; or
(d) releases any surety or other obligee wholly
or in part from any liability.
(2) Without limiting subsection (1) where, but for this
subsection, the advice or consent of any person
would be necessary to carry out any action
authorised by this Act, that advice or consent is
taken to have been given.
16 Service of documents
Service of a document on or after the
commencement of this section—
(a) on National is deemed to be service on BNZ
in addition to service on National; and
(b) on BNZ is deemed to be service on National
in addition to service on BNZ.
17 Excluded assets
(1) No person dealing with National or BNZ (in any
capacity whatsoever) nor the Registrar of Titles,
nor any other person registering or certifying title
to land or having the power or duty to examine or
receive evidence as to title to land, in respect of
any dealing or transaction entered into or
purporting to be entered into by National or BNZ,
is to be concerned to see, or enquire into, whether
any property the subject of the dealing or
transaction (whether or not that property is land)
is an excluded asset, nor is such person to be
affected by any notice, express, implied or
constructive, that any such property is an excluded
asset.
s. 16
Part 3—General
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
14
(2) Nothing in subsection (1) affects the liability of
National to BNZ in respect of anything done, or
purporting to be done, by National in relation to or
in connection with an excluded asset.
(3) If any dealing or transaction is entered into by
National with any person, in relation to or in
connection with an excluded asset or excluded
liability, it is to be deemed in favour of that person
that National has full power and authority to enter
into that dealing or transaction as if that asset or
liability had vested in National under Part 2.
18 Certificates may be issued
The Chief Executive Officer of National may, by
signed certificate, certify any matter in relation to
the operation of Part 2.
19 Interests in land in the Register Book
Where any land of which BNZ is, or is deemed or
taken to be, the registered proprietor is by virtue
of Part 2 vested in National, notwithstanding
anything to the contrary in any written law or
other law, National is to be deemed to be the
registered proprietor of the land for the purposes
of the Transfer of Land Act 1958 and the land
may be dealt with accordingly.
20 Action by Registrar of Titles or Registrar-General
(1) On being requested to do so and on delivery of
any relevant instrument or document and on
payment of any relevant fees under the Transfer
of Land Act 1958, the Registrar of Titles must
make any recordings in the Register that are
necessary because of the operation of this Act.
s. 18
Part 3—General
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
15
(2) On being requested to do so and on production of
any relevant instrument or document, the
Registrar-General must make all entries on
records of enrolment of any Crown grant and on
any memorial relating to any land concerned that
are necessary because of the operation of this Act.
21 Certificates in relation to charges 3
Section 268(1) of the Corporations Law is to be
taken to have been complied with in respect of all
charges of which National becomes the holder by
virtue of this Act if there is lodged with the
Australian Securities Commission a certificate
signed by the Chief Executive Officer of National,
stating that by virtue of this Act the undertaking of
BNZ has become vested in National.
22 Other property
If—
(a) any property (other than property to which
section 19, 20 or 21 applies) becomes, under
Part 2, the property of National; and
(b) any person or authority has, under any
written law, responsibility for keeping a
register in respect of property of that kind—
then—
(c) any requirement of that written law relating
to the transfer of such property from one
person to another is to be taken to have been
complied with if there is lodged with that
person or authority a certificate signed by the
Chief Executive Officer of National stating
that by virtue of Part 2 the undertaking of
BNZ has become vested in National; and
s. 21
Part 3—General
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
16
(d) that person or authority, on being requested
to do so and on delivery of any relevant
instrument, is to make any amendments to
that register which are necessary to make it
accurately reflect the effect of Part 2.
23 Certificates conclusive
(1) For all purposes and in all courts, tribunals and
proceedings, a certificate under this Act is
conclusive evidence of the matters certified,
except so far as the contrary is established.
(2) A document purporting to be a certificate under
this Act is, unless the contrary is established,
taken to be such a certificate and to have been
properly given.
24 Application of banking laws
Except to the extent that an exemption is directly
contemplated by, or is a necessary consequence
of, this Act, nothing in this Act exempts National
or BNZ from the provisions of any written law
relating to companies carrying on the business of
banking.
═══════════════
s. 23
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
17
ENDNOTES
General Information
Minister's second reading speech—
Legislative Assembly: 20 March 1997
Legislative Council: 22 April 1997
The long title for the Bill for this Act was "A Bill to provide for the transfer
to National Australia Bank Limited of the banking business of Bank of New
Zealand and for other purposes."
The National Australia Bank and Bank of New Zealand Act 1997 was
assented to on 29 April 1997 and came into operation as follows:
Part 1 (sections 1–5), section 14 on 29 April 1997: section 2(1); rest of Act
on 1 May 1997: Government Gazette 1 May 1997 page 976.
Endnotes
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
18
2. Table of Amendments
This Version incorporates amendments made to the National Australia
Bank and Bank of New Zealand Act 1997 by Acts and subordinate
instruments.
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Statute Law Amendment (Evidence Consequential Provisions) Act 2009,
No. 69/2009
Assent Date: 24.11.09
Commencement Date: S. 54(Sch. Pt 1 item 38) on 1.1.10: s. 2(2)
Current State: This information relates only to the provision/s
amending the National Australia Bank and Bank of
New Zealand Act 1997
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Endnotes
National Australia Bank and Bank of New Zealand Act 1997
No. 10 of 1997
19
3. Explanatory Details
1 Preamble: See regulation 4 of the Corporations (Ancillary Provisions)
Regulations 2001, S.R. No. 63/2001.
2 S. 3: See note 1.
3 S. 21: See note 1.
Endnotes