Perth Building Society (Merger) Act 1986

The Act revolves around a small set of legal constructs: cross‑border statutory merger, merger certificate, merger time, statutory vesting, transfer/substitution, and the interplay with state building societies legislation.

• Cross‑border statutory merger: The Act contemplates a merger effected under the Victorian Act between an entity incorporated in Victoria (Hotham) and an entity incorporated in another State (PBS). The Victorian Act is the procedural source of the merger certificate; this WA Act provides recognition and local legal consequences (preamble; s 3, definition of “the Victorian Act”; s 4).

• Merger certificate and merger time: The certificate issued under s 108C of the Victorian Act is the triggering instrument. The Act defines “merger certificate” and “merger time” and ties all WA legal effects to the issue of that certificate (s 3). The merger time is therefore an event determined under Victorian statutory process, not by WA authorities.

• Statutory vesting and transfer of rights and liabilities: On the merger time, assets, property, debts, liabilities, duties, immunities and privileges that were vested in or available to Hotham “are by force of this section” vested in, transferred to or become the obligations of PBS (s 5(2)(d)-(f)). This statutory operation replaces the need for transfer instruments in many cases, by operation of the WA Act itself.

• Member, depositor, creditor and debtor status: The Act specifies continuity of status. Members of Hotham become members of PBS in accordance with PBS rules; depositors, lenders and creditors of Hotham become depositors, lenders and creditors of PBS on the same terms; borrowers become debtors of PBS on the same terms (s 5(2)(a)-(c)). The rules of PBS therefore govern how membership is assimilated.

• Substitution in proceedings and contracts: PBS is substituted by force of the section as a party to any proceedings or any arrangement or contract to which Hotham was a party immediately before merger time (s 5(2)(g)-(h)). This creates continuity of legal process and contractual performance without requiring fresh filings, subject to any contextual inconsistency.

• Construction provision for references: The Act provides that references to Hotham in any document are to be construed as references to PBS insofar as such construction relates to any period after the merger time and is not inconsistent with context or subject matter (s 5(2)(i)). That is a statutory interpretive rule designed to avoid piecemeal amendments to instruments.

• Non‑exclusive operation and overrides: The Act operates “notwithstanding anything in the Building Societies Act 1976” (s 4 and s 5(1)), meaning it is intended to take precedence over potentially conflicting provisions in that WA Act, subject to express qualifications in s 5.

• Administrative timing: The Act itself commences by proclamation (s 2). The merger’s legal effect in WA is tied to the Victorian certificate issuance; the WA proclamation governs when this WA statute itself becomes operative.

These concepts collectively implement a cross‑jurisdictional legal bridge: the Victorian statutory process triggers WA statutory consequences that transfer ownership, liabilities, contractual positions and membership from Hotham to PBS without separate re‑registration in WA, subject to the text and limits of s 5.

The Act identifies and affects a bounded set of parties by name or function and also has indirect effects on entities and processes interacting with those parties.

Directly affected parties

• Perth Building Society (PBS): The principal actor authorised to apply for and to implement the merger under s 4. PBS becomes the legal successor to Hotham in WA on merger time (s 4; s 5(2)(d)-(f); (g)-(h)).

• Hotham Permanent Building Society (Hotham): The Victorian society whose assets, liabilities and undertakings are to be merged into PBS and which ceases to have independent operation in WA after merger time because its assets and liabilities vest in PBS (preamble; s 3; s 5(2)(e)-(f)).

• Members of Hotham: Persons who were members of Hotham immediately prior to merger time are made members of PBS “in accordance with the rules of PBS” (s 5(2)(a)). Their membership rights are not left undefined; they are subject to PBS rules.

• Depositors, lenders and other creditors of Hotham: These persons become depositors, lenders or other creditors of PBS on the same terms and conditions they held with Hotham (s 5(2)(b)). Their contractual positions are preserved against PBS.

• Borrowers from Hotham: Borrowers immediately prior to the merger time become debtors of PBS on the same terms as those with Hotham (s 5(2)(c)).

• Courts and litigants: Parties to proceedings in any court to which Hotham was a party immediately before merger time are affected because PBS is substituted as a party (s 5(2)(g)). This affects litigants, court registries and enforcement processes.

Indirectly affected parties

• Counterparties to contracts and arrangements with Hotham: Contracts in force immediately before merger time are carried across to PBS by substitution (s 5(2)(h)). Counterparties will continue their contractual relationships with PBS unless the context makes substitution inconsistent.

• Administrators and regulators under the Building Societies Act 1976: The Act operates “notwithstanding anything in the Building Societies Act 1976” (s 4; s 5(1)). Regulators or administrators applying WA building societies law will need to recognise the statutory vesting and substitution created by this Act, subject to the Act’s terms.

• Third parties with property interests: Any property and assets vested in Hotham immediately before the merger time become vested in PBS by force of s 5(2)(e). Title, registration and other property formalities may be affected in practice by statutory vesting.

Who does not gain or lose rights under this Act

• The Act does not itself create new rights for unrelated third parties beyond the specified transfers and substitutions. It does not purport to create offences, tax treatments, employment entitlements or administrative licence transfers beyond what is explicitly set out.

Practical distribution of costs and decision‑making

• PBS is authorised to take actions to obtain and implement the merger (s 4). The Act therefore places the decision to apply and any implementation actions with PBS. It does not allocate costs in statute; operationally, PBS will bear the costs of application and implementation unless otherwise agreed with counterparty bodies, but the Act itself is silent on cost allocation.

• The timing of legal effect in WA is governed by the issue of the Victorian merger certificate (s 3). The decision point for legal transfer is therefore determined under the Victorian Act, not by WA authorities. The WA Governor’s proclamation governs when this WA Act becomes operative (s 2).

In summary, the Act primarily affects the two societies named, their respective members, creditors and debtors, counterparties to contracts and courts handling litigation, and those bodies charged with administering WA building societies law, because it implements a statutory substitution and vesting triggered by a Victorian statutory certificate.

The Act is short and does not create broad new regulatory duties or novel rights beyond statutory transfer and substitution. It establishes particular legal consequences that become duties or rights of PBS and preserves pre‑existing contractual and membership terms. The key legal duties and rights set out in the Act are as follows.

Rights and continuities that vest in PBS at merger time

• Property and assets vesting: The Act states that the property and assets that were vested in Hotham immediately before the merger time are “by force of this section vested in PBS” (s 5(2)(e)). This creates a statutory right of ownership for PBS and extinguishes Hotham’s separate proprietary title in those assets.

• Rights and immunities: Immunities, rights and privileges that were vested in or exercisable by Hotham immediately before merger time become available to PBS (s 5(2)(d)). PBS therefore steps into Hotham’s legal position with respect to rights and immunities previously held by Hotham.

Duties and obligations that transfer to PBS

• Debts, liabilities and obligations: The debts and liabilities of Hotham immediately before the merger time “are by force of this section debts and liabilities of PBS” (s 5(2)(f)). Duties, responsibilities and obligations imposed on Hotham are transferred to PBS (s 5(2)(d)). PBS thus assumes the burden of satisfying Hotham’s obligations.

• Continuity of contractual performance: PBS is substituted as a party to any arrangement or contract entered into by or on behalf of Hotham and in force immediately before the merger time (s 5(2)(h)). PBS becomes obliged to perform contractual duties formerly owed by Hotham and acquires corresponding contractual rights.

Member and creditor status preserved

• Members: Persons who were members of Hotham immediately before the merger time become members of PBS “in accordance with the rules of PBS” (s 5(2)(a)). Their membership rights are therefore subject to how PBS’s rules operate; PBS must apply its rules to assimilate those members.

• Depositors, lenders and creditors: Depositors, lenders and other creditors of Hotham immediately before the merger time become depositors, lenders and creditors of PBS on the same terms and conditions as with Hotham (s 5(2)(b)). Their contractual protections and entitlements are preserved against PBS.

• Borrowers: Borrowers of Hotham become debtors of PBS on the same terms and conditions as they had with Hotham (s 5(2)(c)). Any repayment obligations, security arrangements and other loan terms continue against PBS.

Procedural and litigation effects

• Substitution in proceedings: PBS is substituted as a party to any proceedings pending in any court to which Hotham was a party immediately before the merger time (s 5(2)(g)). This has the effect of transferring both litigation rights and litigation liabilities to PBS without necessitating fresh filings, subject to any procedural rules.

Interpretive duty

• Construction of documents: The Act directs that references to Hotham in any agreement, instrument, deed or other document are to be construed as references to PBS for periods after merger time where consistent with context or subject matter (s 5(2)(i)). This places an interpretive duty on courts, registrars and contract administrators to read documents in light of the statutory substitution.

Limits and subjectivity

• Subject to this section and notwithstanding the Building Societies Act 1976: The transfers and vesting occur “notwithstanding anything in the Building Societies Act 1976” but are “subject to this section” (s 5(1)). The Act therefore asserts primacy over conflicting provisions in the WA building societies statute, while containing the precise limits of the transfer within s 5 itself.

What the Act does not do in terms of duties and rights

• The Act does not create new prudential duties, criminal offences or explicit enforcement regimes beyond its transfer and substitution provisions. It does not set out treatment of taxes, employee rights, registration formalities for titles, or regulatory approvals; those matters are not addressed in the text of the Act.

In short, the Act confers rights of ownership and contractual position on PBS, imposes the corresponding obligations that Hotham previously carried onto PBS, preserves the contractual and membership terms as they existed immediately before merger time, and directs courts and contract interpreters to treat Hotham references as references to PBS where appropriate (ss 3-5).

The Act itself does not create new criminal offences or civil penalty regimes. It is primarily declaratory and operative in nature, effecting transfer, substitution and vesting as legal consequences of a merger certificate issued under Victorian law. The source text contains no express penalty provisions, fines or enforcement powers beyond mechanisms that follow from the substitution of parties and liabilities.

Enforcement pathways provided by the Act

• Enforcement against PBS as successor: Because debts and liabilities of Hotham become debts and liabilities of PBS “by force of this section” (s 5(2)(f)), existing enforcement proceedings directed at Hotham will operate against PBS after the merger time. The Act reinforces this by substituting PBS as a party to pending proceedings (s 5(2)(g)). Practically, courts and enforcement officers will proceed against PBS as if it had been the original party subject to the caveat that substitution is subject to the statutory language of s 5.

• Contractual remedies preserved: Contracts and arrangements in force immediately before merger time remain in force as between the counterparties, with PBS substituted for Hotham where necessary (s 5(2)(h)). Contractual remedies available to counterparties therefore remain exercisable against PBS.

No statutory penalty creation

• Absence of penalty clauses: The Act contains no section that imposes penalties for non‑compliance with the Act itself nor any enforcement powers conferred on a regulator or public officer such as the power to suspend operations, impose fines or order divestment. Any such remedies would have to be derived from other statutory instruments or from existing common law and equitable remedies, applied to PBS after substitution.

Practical enforcement implications

• Continuity of rights of third parties: The continuation of members’, creditors’ and counterparties’ rights (s 5(2)(a)-(c), (h)) means third parties retain enforcement options against PBS under the same terms as they had against Hotham. If Hotham had outstanding judgments or security interests, those will be enforced or recognised against PBS because debts and liabilities and property vest in PBS by force of the Act (s 5(2)(e)-(f)).

• Court procedure: The substitution provision (s 5(2)(g)) anticipates court administration; courts will treat PBS as a party in place of Hotham in pending matters. The Act does not prescribe procedural steps for substitution; those will be carried out by parties and courts in accordance with procedural rules, but the statutory substitution provides the legal basis for doing so.

• Regulatory enforcement under WA building societies law: The Act operates “notwithstanding” the Building Societies Act 1976 (s 5(1)), so any regulatory actions premised on Hotham’s distinct corporate existence must be re‑targeted to PBS post‑merger where relevant duties and obligations have transferred (s 5(2)(d)). The Act does not, however, elaborate how WA regulators should apply licensing, supervision or prudential measures to PBS post‑merger.

In short, enforcement under this Act is primarily effected by transferring the targets of enforcement,property, debts, contractual rights and litigation,to PBS. The Act itself does not establish new penalties; it preserves existing remedies and enforcement routes by vesting obligations and substituting PBS as the responsible corporate actor (s 5).

The Act is expressly designed to operate across jurisdictions and to interact with both Victorian merger procedures and Western Australian building societies law. The statutory text establishes the points of interaction and the limits of those interactions.

Interaction with Victorian law

• Reliance on Victorian statutory mechanism: The Act authorises PBS to apply for a certificate under section 108C of the Victorian Act and ties the WA legal consequences to the issue of that certificate (s 4; s 3, definitions of “merger certificate” and “merger time”). The Act therefore imports the Victorian Act’s certification process as the trigger event while not reproducing its procedural requirements.

• Status of the Victorian Act as definitional: The Victorian Act is defined in s 3 as the Building Societies Act 1986 of Victoria “as amended from time to time.” The WA Act therefore anticipates that the Victorian statutory process may change and references the Victorian Act as the source of the merger certificate accordingly.

Interaction with Western Australian Building Societies Act 1976

• Express override: The Act contains a “notwithstanding anything in the Building Societies Act 1976” formulation in both s 4 and s 5(1). That language indicates the WA Parliament intended this Act to have effect even if there are inconsistencies with the existing WA building societies statute.

• Subject to section: While the Act operates notwithstanding the WA Building Societies Act 1976, s 5(1) qualifies this by stating the merger has full force and effect “but subject to this section.” The detailed transfers and substitutions in s 5 themselves set the scope of the override rather than leaving an unbounded disapplication of the WA Act.

Definitions and earlier legislative history

• Note on short title changes: The source notes that the Building Societies Act 1976 is now known as the Housing Societies Act 1976 and that the short title was amended by a Victorian amendment (the Building Societies Amendment Act 2001 s 5(1)). The compilation note in the source records that transition (Notes). This shows that the WA Act’s cross‑referencing engages statutes whose short titles and naming may have changed.

Interaction with court procedures and private law

• Substitution in proceedings and contracts: The statutory substitution (s 5(2)(g)-(h)) interacts with court rules and private contract law by supplying a statutory basis for continuation of litigation and contractual relationships. While the Act does not prescribe particular filing steps for substitution, courts and registries will operate under their procedural rules to give effect to the substitution, relying on the WA Act’s authority.

• Document construction: The direction to construe references to Hotham as references to PBS (s 5(2)(i)) interacts with rules of statutory and contractual interpretation, providing a statutory interpretive rule that may supersede or inform ordinary interpretive approaches where documents pre‑date merger time.

Matters not addressed by the Act

• The Act is silent on a range of regulatory and administrative interactions that may be governed by other statutes or common law. For example, the Act does not address taxation consequences, transfer duty, employee transfers, corporate filings with registries, or licensing approvals that may be required under other State or Commonwealth laws. Those interactions must be resolved by reference to the applicable statutes and administrative regimes outside this Act.

Timing and proclamation

• Commencement: The WA Act itself comes into operation by proclamation (s 2), so its effective date in WA is controlled administratively. The merger’s WA legal consequences, however, are tied to the Victorian merger certificate issuance (s 3, definitions; s 5).

Net effect

• The Act bridges Victorian statutory merger mechanics and WA legal consequences. It deliberately uses “notwithstanding” language to ensure the statutory vesting and substitution operate against the background of WA building societies law, while leaving many other statutory interactions outside its scope and dependent on the applicable laws governing those matters.

The source supplies a concise compilation and amendment record for the Perth Building Society (Merger) Act 1986. The Act itself was enacted in 1986 and has had limited subsequent amendment activity recorded in the compilation table and notes.

Original enactment and commencement

• Enacted as Perth Building Society (Merger) Act 1986, Act No. 83 of 1986, assented to 9 December 1986. Sections 1 and 2 (short title and commencement clauses) took effect on 9 December 1986, and the remainder of the Act came into operation on 9 January 1987 under proclamation, as recorded in the compilation table.

Reprints and formatting amendment

• Reprint: The source records a Reprint 1 of the Act as at 10 August 2007. The compilation table lists “Reprint 1: The Perth Building Society (Merger) Act 1986 as at 10 Aug 2007.”

• Standardisation of Formatting Act 2010: A later amendment occurred by way of the Standardisation of Formatting Act 2010 (No. 19 of 2010), s 50. That amendment is recorded in the compilation table as having assent on 28 June 2010 and commencement on 11 September 2010 (Gazette reference). The compilation notes indicate that the preamble was amended by that 2010 Act (preamble amended: No. 19 of 2010 s. 50).

Notes on Building Societies Act short title

• The source also contains a note indicating that what is referred to in the Act as the Building Societies Act 1976 is now known as the Housing Societies Act 1976, and that the short title was amended by the Building Societies Amendment Act 2001 s 5(1). This historical note affects the interpretation of defined terms where the WA Act cross‑refers to earlier building societies legislation.

Scope of recorded amendments

• The recorded amendments in the compilation table are procedural and formatting in nature. The core operative provisions (ss 1-5) appear in the compilation with no substantive legislative additions or repeals recorded in the source beyond the formatting amendment to the preamble and the historical note about the Building Societies Act/Housing Societies Act renaming.

Implications for users of the Act

• The compilation table provides the relevant dates and references for practitioners tracking commencement and textual history. The most substantial operational feature remains the original enactment in 1986; the only later noted legislative change is the formatting amendment in 2010 and the historical note on the short title change for the referenced Building Societies Act 1976.

In sum, the statute’s text as provided reflects the original 1986 enactment with a minor later formatting amendment and a note on short title renaming for related legislation. There are no further substantive amendments recorded in the source material supplied.

The source provides no reported cases, judicial decisions, or litigation history that interpret or apply the Perth Building Society (Merger) Act 1986. The Act’s text contains provisions that are designed to affect litigation by operation of law,most notably the substitution of PBS as a party to any proceedings to which Hotham was a party immediately before the merger time (s 5(2)(g)),but the source itself does not cite or summarise any decisions that have considered those provisions.

What the Act does for ongoing litigation

• Statutory substitution: Section 5(2)(g) provides that PBS is “by force of this section substituted as a party to any proceedings pending in any court to which Hotham was a party immediately before the merger time.” That provision is intended to avoid relitigation over party substitution or use of procedural devices to substitute parties in court proceedings as a technical matter. It creates a statutory basis for courts and litigants to treat PBS as the correct party post‑merger.

Absence of jurisprudence in the source

• No reported interpretation: The source contains no excerpts of case law, no references to judicial interpretation of the Act, and no summary of litigation that arose from the merger or from disputes about substitution, vesting, or member rights. Accordingly, no authoritative judicial construction or practical litigation lessons are available in the text provided.

Practical consequences for litigators

• Expect to rely on s 5(2)(g): In the absence of reported judicial guidance in the source, practitioners handling proceedings that involve a historical Hotham matter would rely on s 5(2)(g) to support substitution of PBS as the proper defendant or plaintiff, subject to court procedure and the possibility that a court will require procedural steps to record the substitution in the litigation file.

• Potential areas where litigation might arise: The Act preserves contractual and membership terms and transfers liabilities; reasonable points of litigation that could arise in practice (not recorded in the source) include disputes about whether a particular contractual provision is “inconsistent with the context” for the purpose of s 5(2)(i), or whether particular liabilities did in fact vest as intended, but the source provides no judicial outcomes on such points.

Conclusion on litigation history

• The statutory provisions anticipate and facilitate litigation continuity, but the source carries no litigation history. Practitioners seeking precedent on how courts have applied the substitution, vesting or interpretive provisions of this Act will need to consult external case law resources, as none are contained in the provided text.

The Act is compact and targeted, but several practical pitfalls and points of legal ambiguity arise from its limited scope and the way it relies on external mechanisms. The text itself points to these issues; practitioners should be aware of them because the Act does not resolve them.

1. Triggering event lies in Victorian process

• The WA legal effects are triggered by a “merger certificate” issued under s 108C of the Victorian Act and the defined “merger time” is the time that certificate is issued (s 3). The WA Act does not specify the procedural requirements for obtaining that certificate. Practical consequence: timing, conditions precedent and other procedural steps remain governed by the Victorian Act, and PBS’s entitlement to rely on the WA recognition will depend on the Victorian certificate being duly issued.

2. Commencement by proclamation

• The WA Act itself “shall come into operation on such day as is fixed by proclamation” (s 2). If the WA Act has not been proclaimed prior to the Victorian certificate issuance, practitioners must determine whether the WA Act is in force at the time the certificate is issued. The Act ties WA effects to the merger time; the interaction between proclamation timing and merger time can be a technical issue.

3. Broad “necessary or desirable” authorisation

• Section 4 authorises PBS “to do all things necessary or desirable” to apply for and implement the merger. The term “desirable” is broad and could be read to authorise a range of preparatory steps. That breadth can create uncertainty about what PBS is able to do pre‑merger and what actions may bind PBS if the Victorian certificate is not ultimately issued.

4. “Subject to this section” qualification

• Section 5(1) states the merger has full force and effect in WA “but subject to this section.” The detailed mechanics and limits of the transfer therefore depend entirely on s 5; anything not covered by s 5 is not automatically resolved by the Act. Practitioners should not assume the Act overrides other WA laws beyond the specific transfers and substitutions set out.

5. Interpretive inconsistency caveat

• The provision that references to Hotham in documents will be read as references to PBS applies “unless such a construction is inconsistent with the context or subject‑matter” (s 5(2)(i)). That caveat creates a potential battleground where counterparties may argue that substitution of names is inconsistent with the document’s purpose or timing, leading to disputes about whether particular instruments carry over.

6. Silence on taxes, stamp duty, employment and regulatory licensing

• The Act effects vesting of property and substitution of parties but does not address taxation consequences, stamp duty, employment transfer rules, corporate registrations or other regulatory approvals. Those matters are left to other statutes and administrative processes. Practically, parties must check other regimes for obligations or relief (for example, regarding transfer duties or registrations) because the Act does not displace them.

7. Membership assimilation depends on PBS rules

• Members of Hotham become members of PBS “in accordance with the rules of PBS” (s 5(2)(a)). If PBS rules impose conditions, qualifications or other membership procedures, members of Hotham may be required to satisfy those rules. The Act does not harmonise rules or guarantee identical membership rights beyond the requirement to accept them “in accordance with the rules of PBS.”

8. Lack of procedural detail for court substitution

• While s 5(2)(g) substitutes PBS as a party to pending proceedings, the Act does not prescribe procedural steps that courts or parties must take to record or give effect to the substitution. Practitioners should be prepared to engage with court registries to ensure formal substitution is recorded in accordance with procedural rules.

9. Limited textual scope creates residual uncertainty

• Because the Act is narrowly focused on the named merger, it does not resolve peripheral consequences. For example, secured interests, mortgages, registrations and third‑party notice requirements may require administrative action to reflect the new ownership even though legal vesting is effected by statute.

10. Changes in naming of related Acts

• The source notes that the Building Societies Act 1976 is now known as the Housing Societies Act 1976. Practitioners should take care when citing related WA statutes or when searching legislative history to account for short title changes and amendments (notes under compilation table).

In short, the main “gotchas” arise from reliance on the Victorian certification process, the WA Act’s narrow remedial scope, the interpretive caveat for document substitution, the unspecified treatment of taxes and employee matters, and practical steps required to give statutory vesting practical effect across registries and regulatory regimes (ss 2-5).

The Act imposes only a small set of statutory obligations and authorisations; compliance in this context is dominated by procedural steps and practical administration to give effect to statutory vesting and substitution. The following is a source‑grounded checklist of actions that parties,principally PBS, counterparties, and regulators,should take to manage legal compliance under the Act.

For Perth Building Society (PBS)

1. Seek and document Victorian certificate authority

• Apply for the certificate under s 108C of the Victorian Act as authorised by s 4. Ensure the application and any supporting processes under the Victorian Act are correctly completed and retain the issued merger certificate. The WA legal consequences in s 5 depend on the issue of that certificate and the merger time as defined in s 3.

2. Use authorised scope prudently

• Exercise the s 4 authority to “do all things necessary or desirable” to prepare for and implement the merger, but document decisions and expenditures. Because the Act does not allocate costs and the term “desirable” is broad, PBS should record corporate approvals authorising any pre‑merger actions in case questions arise if the Victorian certificate is not issued.

3. Implement membership assimilation consistent with PBS rules

• After the merger time, apply PBS rules to assimilate individuals who were Hotham members (s 5(2)(a)). Ensure that register entries, notices and communications to new members explain membership status as per PBS rules, and update statutory registers where relevant.

4. Honour deposited and lending terms

• After merger time, recognise depositors, lenders and other creditors as PBS creditors on the same terms as existed with Hotham (s 5(2)(b)). Ensure bank records, loan ledgers and creditor registers reflect the substitution.

5. Assume borrower rights and loan security administration

• Treat Hotham borrowers as PBS debtors on existing terms (s 5(2)(c)). Update debtor ledgers, security registrations and enforcement mechanisms to record PBS as the secured party or lender where appropriate.

6. Update property and asset records

• Although property vests by force of s 5(2)(e), administrative steps,such as updating titles, registration of security interests and notifying registries,will be necessary to reflect PBS ownership in practical terms.

7. Address pending litigation and contractual obligations

• Rely on s 5(2)(g)-(h) for substitution in proceedings and contracts, but proactively file any required forms with courts or registries to record substitution and notify counterparties of the change in contracting party. Maintain records of the merger certificate and merger time as the evidence for substitution.

For counterparties, members and creditors

1. Verify the merger certificate and merger time

• Confirm that the merger certificate under s 108C of the Victorian Act has been issued and record the precise merger time defined in s 3. The Act’s effects in WA attach at the merger time.

2. Check contractual language for inconsistency caveat

• Where a contract or instrument predates merger time, assess whether construing references to Hotham as references to PBS is “inconsistent with the context or subject‑matter” (s 5(2)(i)). If substitution would be inconsistent, consider seeking clarification or enforcement advice.

3. Update records and notices

• Update account statements, lending records, security registrations and member communications to reflect PBS as the relevant party. Enforce rights or pursue remedies against PBS as successor where debts or obligations remain unpaid.

For courts and regulators

1. Record substitutions in proceedings

• Where Hotham was a party to proceedings immediately before merger time, take steps to record PBS as the substituted party, relying on s 5(2)(g) as the statutory basis and following applicable procedural rules.

2. Recognise statutory vesting in regulatory steps

• Regulators administering WA building societies law should recognise that duties, responsibilities and obligations imposed on Hotham transfer to PBS (s 5(2)(d)), and that PBS becomes the carrier of any immunities, rights and privileges previously vested in Hotham.

Administrative and cross‑regime tasks

1. Tax, duty and employment checks

• Because the Act is silent on taxation, stamp duty, employment transfer and licensing, parties should consult relevant tax statutes, employment law and licensing regimes to determine whether separate filings, notifications or clearances are required. The statutory vesting under s 5 does not in itself resolve those issues.

2. Retain documentary proof

• Keep copies of the Victorian merger certificate, the date and time of issue, and records of all pre‑ and post‑merger actions. Those documents will be the primary evidence of the merger time and the statutory basis for substitutions and vestings in WA.

3. Communicate with affected stakeholders

• Proactively notify members, depositors, creditors, borrowers and counterparties of the change of legal identity from Hotham to PBS and explain any steps required of them. This reduces the risk of disputes about the application of PBS rules to incoming members (s 5(2)(a)).

Summary of compliance focus

• The WA Act’s compliance burden is primarily procedural: secure the Victorian certificate, fix the merger time, document actions taken under the s 4 authorisation, and then operationalise the statutory vesting and substitution through registries, notifications and court filings as necessary. The Act preserves pre‑existing contractual terms and transfers duties and rights to PBS, so ensure records reflect those new legal positions (ss 3-5).