The Act organises a small number of legal concepts around three practical themes: merger mechanics, mandatory constitutional content for Suncorp, and State guarantees for historical liabilities.

1. State financial institution (SFI), and the Metway scheme of arrangement

   • The Act lists specific entities to be treated as SFIs for its purposes: QIDC, SIF, Suncorp Finance Limited (A.C.N. 009 705 417), SBS, wholly-owned subsidiaries of those entities, and companies formed to hold share capital or assets of those entities (s 5). This restricts the class of firms whose assets, liabilities or corporate forms the Act directly addresses.
   • The “Metway scheme of arrangement” is a scheme under Corporations Law part 5.1 between one or more SFIs (and any entity declared by regulation to be a scheme entity) and their members, under which all or substantially all of assets and liabilities of one or more SFIs (and the scheme entity, if any) are transferred to Metway, or those SFIs become wholly owned subsidiaries of Metway (s 6). The Act does not limit other matters that may be included in such schemes (s 6(2)).

2. Mandatory constitution provisions for Suncorp

   • The Act prescribes hard constitutional requirements: registered office in Queensland, at least one director ordinarily resident in Queensland, and a specified test for Suncorp’s head office that requires particular senior roles and corporate services presence in Queensland (s 64). The head office test is operational: the CEO’s principal operational office must be located in Queensland and the CEO must perform the role primarily in Queensland; the chairperson must have an office in Queensland; each group corporate services activity must be wholly or partly performed in Queensland; and the usual location for Suncorp board meetings must be in Queensland (s 64(2)).
   • “Group corporate services activity” is defined by an enumerated list that includes chief executive’s office activities, financial reporting and management of capital, risk management and compliance, legal and company secretariat, internal audit, technology and transformation (explicitly including data analytics, cloud services and IT security), human resources, and corporate affairs and government relations (s 64(3)). The definition is operationally specific.

3. Enforcement and compliance architecture

   • The Act displaces shareholder or director-driven constitutional amendment to the extent an alteration would make the constitution non-compliant: special resolutions or resolutions that would effect non-compliance have no effect (s 65).
   • The Treasurer can seek remedies from the Supreme Court including injunctions to restrain contraventions or to require performance (s 66). The court may grant interim injunctions and may do so by consent even if it is not satisfied the statutory threshold is met (s 66(4)-(5)).
   • The chief executive officer of Suncorp must certify annual compliance to the Treasurer (s 66A), and the Treasurer may delegate powers under the part to the chief executive of the department (s 67). The Supreme Court of Queensland has exclusive jurisdiction for matters under the part (s 68). Part 6 has statutory primacy over the Corporations Act in matters of inconsistency and prevails over Suncorp’s constitution where there is conflict (s 69).

4. State guarantee mechanics

   • For certain liabilities of QIDC and SIF arising from pre-amalgamation matters, the State remains liable as if the earlier Acts had continued to operate (ss 70-72). The amount is limited to the maximum actual or contingent liability on the Metway amalgamation day (s 71(3)).
   • The Treasurer may pay such amounts from the consolidated fund without further appropriation (s 74).
   • Where the State has such an obligation under s 70 or s 72(2)(a), the Treasurer may require fees from QIDC or the entity to which the liability was transferred; the Act prescribes fee rates (0.05% per annum for amounts due within one year, 0.20% per annum for amounts due later) and permits the Treasurer to decide payment timing and manner; fees are debts due to the State (s 75). The section excludes Metway and its related bodies corporate from fee liability (s 75(2)).

These concepts are defined and enforced through a combination of mandatory constitutional clauses, statutory override of the Corporations Act (s 69), direct state enforcement via the Treasurer and Queensland Supreme Court (ss 66, 68), and financial mechanics for guaranteed liabilities (ss 70-75). The schedule 3 dictionary is the Act’s location for defined words used throughout (s 3).

The Act’s defined subjects and the reach of its mandatory provisions make clear who bears the duties, who can be required to pay, and who has standing to enforce.

Primary affected entities and persons

• Suncorp: The Act directs multiple standing requirements at Suncorp. Suncorp must maintain a constitution containing the mandatory provisions (s 64), must act consistently with those provisions at all times (s 69A), must maintain ASIC registration (s 69B), must notify the Treasurer immediately of any actual or proposed non-compliance (s 69C), and must have its CEO certify annual compliance to the Treasurer (s 66A). Section 65 prevents Suncorp shareholders or directors from lawfully effecting constitutional changes that would remove those mandatory requirements.
• Suncorp directors and officers: The requirement that at least one director be ordinarily resident in Queensland (s 64(1)(b)) and the CEO certification obligation (s 66A) create ongoing personnel and governance constraints. Those obligations directly constrain the composition and operational locus of senior management and the board.
• Any entity acquiring all or substantially all of Suncorp’s Australian business: Under s 69D, parts 6 and 6A apply to an acquiring entity in place of references to Suncorp. That means acquirers will inherit the constitutional and operational obligations set out in parts 6 and 6A, including the obligation to act consistently with mandatory constitution provisions and the certification and notification requirements.

Other affected parties

• The State (Treasurer): The Treasurer has enforcement powers (s 66), discretion to require guarantee fees where the State has obligations under s 70 or s 72(2)(a) (s 75), and authority to pay guaranteed amounts from the consolidated fund without further appropriation (s 74). The Treasurer may delegate powers to the department’s chief executive (s 67).
• QIDC and SIF, and certain transferee entities: For liabilities arising from acts or omissions before the Metway amalgamation day by QIDC or SIF, the State remains liable as it would have under prior Acts (ss 70-72). Where the State has such an obligation, the Treasurer may require QIDC or the transferee entity to pay guarantee fees (s 75), except if the transferee is Metway or a related body corporate (s 75(2)).
• Members and creditors of SFIs: The Metway scheme of arrangement under Corporations Law part 5.1 is the vehicle for transfer of assets and liabilities and for making SFIs subsidiaries of Metway (s 6). Members and creditors of SFIs are affected by arrangements under those schemes, to the extent those schemes are implemented.
• The Supreme Court of Queensland: The Court has exclusive state jurisdiction over proceedings under part 6 (s 68) and authority to grant injunctions and other orders (s 66).

Who does not obtain new private rights in the Act text

• The Act does not confer, in the text provided, explicit new private civil causes of action beyond the court’s power to make orders in enforcement proceedings brought by the Treasurer. It does make fees required by the Treasurer a debt due to the State (s 75(5)), enabling recovery action by the State if unpaid. The Act does not set out criminal sanctions in the material provided.

Scope limitations, omitted and expired parts

• Numerous sections are marked as omitted or expired. Those omissions reduce the number of operational obligations or sanctions present in the printed text. Where parts are omitted or expired the Act does not, in the printed text, continue to create obligations under those numbers. Schedule 3 is the source for defined terms (s 3), and readers must consult it to interpret defined expressions used throughout.

In short, Suncorp, its directors and executive officers, potential acquirers of Suncorp’s Australian business, QIDC and SIF (for historical liabilities), and the Treasurer/State are the core classes of affected parties under the operative parts of the Act (primarily parts 6, 6A and 7).

This section lists the Act’s operative duties, rights and authorities, cited to the Act’s provisions.

Duties placed on Suncorp

• Maintain mandatory constitutional provisions permanently (s 64). The constitution must require: (a) registered office in Queensland; (b) at least one director ordinarily resident in Queensland; and (c) head office located in Queensland per an operational test (s 64(1)-(2)). The components of group corporate services activity are listed in s 64(3).
• Ensure corporate actions and operations comply with the mandatory constitution provisions even if the constitution has not been formally modified to include them (s 69A).
• Maintain company registration with ASIC at all times, and avoid acts or omissions that would result in loss of registration (s 69B).
• Immediately notify the Treasurer in writing of any act, omission or proposed act or omission inconsistent with obligations under the part (s 69C).
• The chief executive officer must give the Treasurer an annual certificate, no later than 31 July each year, stating that Suncorp complied with s 64 and part 6A in the previous 12 months and that it does not propose to act in a manner that would contravene s 64 or part 6A in the coming 12 months (s 66A).

Restrictions on corporate governance change

• A special resolution of Suncorp that would alter the constitution so it would not comply with s 64 has no effect (s 65(1)). A resolution has no effect if, when acted on, it would cause contravention of the mandatory constitution provisions or would ratify an act or omission contravening those provisions (s 65(2)).

State/Treasurer powers and rights

• The Treasurer may apply to the Supreme Court of Queensland for an injunction to restrain or require action where Suncorp or another person has engaged, is engaging or proposes to engage in conduct constituting contravention, attempted contravention, aiding/abetting, inducing, being knowingly concerned in, or conspiring to contravene the mandatory constitution provisions. The court may make such injunctions on terms it considers appropriate and may require positive acts (s 66(2)-(3)). The Treasurer does not need to give an undertaking as to damages as a condition of an interim injunction (s 66(9)).
• The Treasurer may require QIDC or the entity to which certain liabilities were transferred to pay fees to the State in relation to the State’s obligation to pay amounts under ss 70 or 72(2)(a) (s 75(1)). The Treasurer decides how and when fees are to be paid (s 75(4)). Fees are debts due to the State (s 75(5)). The fee rates are fixed: 0.05% p.a. for amounts due within 1 year of liability incurrence, and 0.20% p.a. for amounts due after 1 year (s 75(3)). The fee power does not apply if the transferee is Metway or a related body corporate of Metway (s 75(2)).

State obligations and financial mechanics

• If QIDC or SIF (or a wholly-owned subsidiary) becomes liable to pay an amount because of pre-Metway amalgamation-day matters, the State has the same obligation to pay the amount as it would have had under the earlier Acts (ss 70-71). The State’s obligation is limited to the maximum actual or contingent liability on the Metway amalgamation day in respect of insurance/commercial liabilities under s 71(3).
• If the State becomes obliged to pay an amount under ss 70, 71 or 72, the Treasurer may pay from the consolidated fund without further appropriation (s 74).

Court rights and remedies

• The Supreme Court has exclusive state jurisdiction over matters arising under part 6 (s 68) and may grant injunctions, interim injunctions, and other orders, with broad discretion about conditions and without requiring the Treasurer to undertake as to damages in interim applications (s 66).

Override and primacy rules

• Part 6 has effect despite the Corporations Act (s 69(1)), and if there is conflict between part 6 and Suncorp’s constitution, part 6 prevails (s 69(2)). This removes uncertainty about statutory primacy in conflicts between state law mandatory provisions and federal corporate law provisions to the extent stated.

Delegation

• The Treasurer may delegate powers under part 6 to the department’s chief executive (s 67).

Transitional timing

• Suncorp is not required to comply with s 64 until six months after commencement of the relevant amendment (s 76(1)), and references elsewhere to compliance are subject to that transitional delay (s 76(2)).

These duties and rights create a compliance architecture driven by statutory mandates on constitution content, reporting and notification duties, executive certification, and administrative enforcement by the Treasurer through court remedies. Financially, the Act preserves historical State liabilities and creates a mechanism for the Treasurer to recover fees from particular entities connected to those liabilities, subject to the statutory exclusions and rate schedule.

The Act’s enforcement model is predominantly remedial rather than criminal. The Act provides state-driven enforcement tools, financial remedies and a mechanism to require fees; it does not, in the printed text provided, set out express criminal offences or penalty units tied to breaches within the operative parts.

Key enforcement mechanisms and their mechanics

• Injunctive relief via the Supreme Court of Queensland: The Treasurer may apply to the Supreme Court for injunctions where Suncorp or another person has engaged, is engaging or proposes to engage in conduct constituting a contravention, attempted contravention, aiding/abetting, inducing, being knowingly concerned in or conspiring to contravene the mandatory constitution provisions (s 66(1)-(2)). The court may grant interim injunctions pending decision (s 66(5)), may grant injunctions by consent even if the court is not satisfied the statutory threshold is met (s 66(4)), and may discharge or vary injunctions (s 66(6)). The court’s powers include restraining conduct and requiring positive acts (s 66(2)-(3)).

  • The court may exercise its powers regardless of whether the respondent appears likely to repeat the conduct or has previously done so, and regardless of whether there is imminent danger of substantial damage (s 66(7)-(8)). Those subsections expand the breadth of the court’s discretion to issue preventive and remedial orders.
  • The Treasurer is not required to provide an undertaking as to damages as a condition for an interim injunction (s 66(9)). That procedural point reduces a usual hurdle for a public authority seeking interim relief.

• Financial enforcement: guarantee fees and debt recovery

  • Where the State has obligations under s 70 or s 72(2)(a), the Treasurer may require QIDC or the transferee entity to pay fees to the State in relation to the State’s obligation (s 75(1)). Fees are calculated at prescribed rates (s 75(3)) and are debts due to the State (s 75(5)). Declaring the fee a debt gives the State the ordinary civil pathway to recover amounts due if unpaid; the Act does not prescribe a particular recovery procedure, but the debt characterisation is a standard mechanism for enforcement via civil proceeding.
  • The fee power does not apply if the transferee is Metway or a related body corporate of Metway (s 75(2)).

• Appropriation and State payment

  • The Treasurer may pay amounts that become payable by the State under ss 70-72 from the consolidated fund without further appropriation (s 74). That provision commits a funding mechanism for State payment of guaranteed liabilities and removes the need for further parliamentary appropriation steps as a condition of payment.

Scope limits on remedies, and absence of criminal sanctions in text

• The Act contains no explicit criminal penalties or administrative penalty regime (penalty units, infringement notices) in the operative parts shown. The primary remedy for non-compliance with mandatory constitution provisions is injunctive relief and court-ordered remedies initiated by the Treasurer (s 66).
• The Act does not create express private rights of enforcement for shareholders, customers or creditors to pursue damages under the Act text; enforcement is driven by the Treasurer’s application to the Supreme Court and by the State’s civil actions to recover guarantee fees as debts.

Jurisdictional exclusivity

• The Supreme Court of Queensland has exclusive jurisdiction for matters arising under part 6, other than the High Court’s residual constitutional jurisdiction under section 75 of the Commonwealth Constitution (s 68). That exclusivity centralises disputes under part 6 in the Queensland Supreme Court and removes concurrent state-court venues.

Practical enforcement considerations from the Act text

• The Treasurer’s discretion is central: the Treasurer decides whether to seek injunctions and, where applicable, whether to require fees and to set payment timing (ss 66, 75). The Treasurer may delegate powers to the chief executive of the department (s 67).
• The CEO-certification requirement (s 66A) and the notification duty (s 69C) are compliance tools designed to surface non-compliance for administrative enforcement. The Act’s construction places the State as the primary enforcement actor rather than creating broad private enforcement rights in the statutory text provided.

In sum, enforcement is achieved through court-ordered injunctions and civil debt collection for fees, backed by the Treasurer’s appropriation and delegation powers, with no explicit criminal penalty regime or private statutory cause of action present in the operative material.

The Act contains explicit cross-references and primacy statements that define its relationship to federal corporate law and other statutory regimes. Where the Act speaks to other laws, it both relies on them (to define schemes) and asserts state primacy in specific respects.

Interaction points in the text

• Corporations Law and Corporations Act

  • The Metway scheme of arrangement is defined as a scheme under the Corporations Law part 5.1 (s 6). That anchors scheme mechanics to the federal corporate law regime for schemes of arrangement, which is the statutory vehicle for effecting transfers and structural changes among companies and members.
  • Part 6 is stated to have effect despite the Corporations Act (s 69(1)), and if there is any conflict or inconsistency between part 6 and Suncorp’s constitution, part 6 prevails (s 69(2)). This is a statutory assertion of state law primacy over conflicting corporate governance arrangements and a limited conditional override of federal regulatory architecture in the specific domain covered by part 6.

• ASIC and company registration

  • Suncorp must maintain its status as a company registered with ASIC and must refrain from acts or omissions that would result in it ceasing to be registered (s 69B). The Act therefore presupposes the federal registration regime and treats ongoing ASIC registration as an operational precondition for compliance with the state-mandated constitutional requirements.

• Supreme Court and Commonwealth Constitution

  • The Supreme Court of Queensland is given exclusive jurisdiction for matters arising under part 6, excepting the High Court’s jurisdiction under section 75 of the Commonwealth Constitution (s 68). This preserves the High Court’s constitutional jurisdiction while centralising state disputes in the state superior court.

• Other state Acts (QIDC Act, Suncorp Act)

  • Sections 70 and 71 make the State liable as it would have been under the QIDC Act and the Suncorp Act for liabilities arising before the Metway amalgamation day. The Act therefore carries forward certain obligations from those earlier state Acts and keeps continuity of state guarantees for specified pre-merger liabilities.

• Appropriation law

  • The Treasurer is authorised to pay amounts that become payable by the State under ss 70-72 from the consolidated fund without further appropriation (s 74). That operationally interacts with state public finance rules by removing additional appropriation steps for the specific guarantees covered.

Practical legal tensions and interpretative implications that the Act creates

• Statutory primacy versus federal corporate law: The explicit statement that part 6 has effect despite the Corporations Act (s 69(1)) and prevails over Suncorp’s constitution in cases of inconsistency (s 69(2)) is a clear legal direction to treat the state’s mandatory provisions as operative constraints even where federal corporate law or the company constitution would otherwise permit contrary arrangements. This raises interpretative questions about the extent of federal preclusion, but the Act frames the issue by displacing particular corporate leeway rather than attempting to rewrite the entire federal law framework. The Metway scheme reference contemporises the merger process within federal scheme mechanics while reserving state constitutional mandates for Suncorp.
• Administrative overlap: The Act relies on ASIC for registration status (s 69B) and presumes Corporations Law scheme procedures (s 6). Parties must therefore manage compliance with both the federal corporate scheme implementation procedures and the state constitutional mandates, ensuring that federal filings and scheme steps do not undermine state-mandated location and governance requirements.
• Succession/transfer of duties: Section 69D treats an entity acquiring all or substantially all of Suncorp’s Australian business as subject to parts 6 and 6A. This creates a statutory obligation that can attach to an acquirer even if the acquisition is structured as a business-line purchase rather than an asset acquisition of the company itself. Interacting legislation and transactional documents must account for this statutory carry-over.

Unspecified or limited interactions

• The Act does not in its text specify how conflicts of law at the federal/state interface should be resolved beyond the explicit primacy statements in s 69; it relies on conventional legal principles of constitutional supremacy and judicial interpretation where necessary. The High Court retains ultimate constitutional jurisdiction under s 75 of the Commonwealth Constitution (s 68).

In practice, compliance requires attention to federal corporate procedural law for schemes of arrangement, continuous engagement with ASIC for registration status, and careful corporate structuring to ensure that constitutional requirements mandated by the state are not inadvertently undermined by corporate acts that might otherwise be permissible under the Corporations Act.

The Act’s text as provided contains embedded amendment and expiry annotations for specific sections. The following is a source-grounded chronology of notable amendments and editorial changes reflected in the text, cited to the sections where those notes appear.

Early structure and repeals

• Several sections across the Act are marked as omitted or expired by later legislative instruments. Numerous sections (for example s 7-s 17; s 18-s 37; s 51-s 62; s 77-s 96) are annotated “om 2013 No. 39 s 33” or “exp 1 December 1998” with references to the notice in the gazette (see the body of the Act). Those editorial notes indicate that large portions of the original Act have either been repealed or expired and are not operative in the printed consolidation.

Amendments to Part 6 and related provisions in the 2000s and 2010s

• Section 64 (mandatory constitution provisions) carries amendment notations: amended 2007 No. 17 s 57; 2010 No. 11 s 104; and sub 2024 No. 36 s 7. The presence of multiple amendment notations indicates the content of s 64 has been updated over time, with a further substantive amendment in 2024.
• Section 69 (Part 6 overrides Corporations Act) shows amendments: amended 2001 No. 45 s 29 sch 3; and 2024 No. 36 s 3 sch 1. This shows that the override clause was clarified or re-stated in 2001 and again in 2024.
• Sections 70-75 (guarantee provisions) show later amendments. Section 70 is noted as amended 2013 No. 39 s 34. Section 71 was amended 2010 No. 11 s 105. Section 72 amended 2013 No. 39 s 35. Section 75 shows amendment annotations: 2013 No. 39 s 36; 2024 No. 36 s 11. Those amendment notations indicate statutory refinement of the guarantee and fee mechanics over time, including a 2024 amendment affecting s 75.

2024 package of amendments

• The consolidation shows several insertions and amendments attributed to “2024 No. 36”. Examples include:
  • Substantial insertions or amendments in part 6: s 64 sub 2024 No. 36 s 7; s 65 amended 2024 No. 36 s 8; s 66 amended 2024 No. 36 s 3 sch 1; s 66A was inserted in 2024 No. 36 s 9; s 69 amended 2024 No. 36 s 3 sch 1; s 69A-69D inserted 2024 No. 36 s 10; s 75 amended 2024 No. 36 s 11; s 76 inserted or replaced by pres s 76 ins 2024 No. 36 s 12. These entries indicate a coordinated amendment package in 2024 that updated the mandatory constitution provisions, added general obligations (part 6A), created an annual CEO certification duty, and set transitional timing for s 64 compliance.
• Section 66A (CEO certification) is specifically shown as inserted in 2024 No. 36 s 9.
• Section 76 is the transitional provision for the 2024 amendments and was inserted by 2024 No. 36 s 12, allowing Suncorp six months to comply with s 64 after commencement.

Other notable amending years

• Various other amendments in the text trace back to 2001, 2007, 2009, 2010, 2013, and 2014 in the annotations visible in section headers. For example, s 64 was earlier amended in 2007 and 2010; s 71 amended in 2010; s 74 and s 75 amended in 2013 and 2024. The text also records former provisions that expired on 1 December 1998, with the relevant gazette notice cited.

Editorial notes and dictionary reference

• Section 3 indicates that the dictionary is in schedule 3 and defines particular words used in the Act. The consolidation includes editor’s notes pointing readers to repealed or replaced federal provisions (for example in s 5 referencing Corporations Law part 2.2).

Practical reading of amendment history from the Act text

• The amendment annotations in the text identify the statute year and the section or schedule through which the change was made (for example “amd 2013 No. 39 s 34” or “ins 2024 No. 36 s 9”). To obtain the full legislative history (explanatory notes, debates, or pre- and post-amendment text), a practitioner should consult the individual amending instruments referenced in those notations. The consolidation indicates that the present operative obligations in parts 6 and 6A have most recently been shaped by the 2024 No. 36 instrument.

The Act as printed therefore reflects a history of layering: original merger and guarantee provisions, partial expiry of some provisions, and successive amendments refining constitutional mandates, enforcement tools and transitional arrangements, with a substantial amendment package enacted in 2024 that added the CEO certification, general obligations, and transitional timing.

The Act text supplied does not record any judgments, reported cases, or litigation outcomes. It sets out statutory rights, duties and remedies, and identifies the Supreme Court of Queensland as having exclusive state jurisdiction for matters under part 6 (s 68), and it preserves the High Court’s constitutional jurisdiction under section 75 of the Commonwealth Constitution. The Act itself does not name cases or set out judicial constructions.

What the Act enables litigation-wise

• The Treasurer has the statutory right to apply to the Supreme Court for injunctions and other orders under s 66. The Act therefore contemplates litigation initiated by the Treasurer to enforce the mandatory constitution provisions.
• The Act makes guarantee fees a debt due to the State (s 75(5)), enabling ordinary civil recovery proceedings by the State should an entity fail to pay fees required under s 75.

What the Act does not do in the text provided

• The Act does not provide private statutory causes of action for shareholders, customers, employees or creditors to sue for breach of the mandatory provisions in the text provided. Any private litigation would therefore arise from general law claims (e.g., directors’ duties under the Corporations Act) rather than from express rights in this Act as printed.
• The Act does not provide a detailed administrative enforcement regime (no administrative penalty schedule) in the operative parts shown; judicial enforcement is driven by the Treasurer’s application to the Supreme Court.

Practical implications for litigators and counsel

• Any litigation under the Act would most likely be brought by the State (Treasurer) in the Queensland Supreme Court and would concern injunctive relief or orders regarding compliance with the mandatory constitution provisions or notifications of non-compliance.
• Debt recovery actions by the State for unpaid guarantee fees are civil actions and may be brought through the ordinary court processes applicable to recovery of debts.
• Because the Act expressly states part 6 has effect despite the Corporations Act (s 69(1)), litigators may be asked to resolve conflicts between state-mandated constitutional rules and federal corporate law consequences; the Act’s text makes the statutory hierarchy explicit for the matters covered.

Given the absence of reported cases or decisions in the statute text, practitioners must look to court records and external legal reporting to establish dispute history and judicial interpretation. The statute itself places the State as the primary enforcement actor and the Supreme Court as the forum for resolution.

The Act contains several drafting and operational features that can generate practical pitfalls if not treated as binding legal mechanics rather than aspirational policy. These are points that commonly catch practitioners and transactions teams unaware if they rely on general corporate practice rather than the Act’s specific mandates.

1. Mandatory constitution provisions are statutory, not merely contractual

   • Section 64 mandates specific constitutional requirements that must be “at all times” present. A purported constitutional amendment (even by special resolution) that would remove those elements has “no effect” (s 65(1)). Do not assume that shareholder power to amend a constitution can override the statutory requirement. The operative effect is a statutory prohibition on constitutional change that would lead to non-compliance.

2. Operational head office test is multidimensional and precise

   • The Act does not simply require a postal address or nominal head office; s 64(2) sets an operational test: the CEO’s principal operational office must be in Queensland and the CEO must perform the role primarily in Queensland; the chairperson must have an office in Queensland; each listed group corporate services activity must be wholly or partly performed in Queensland; and the usual location for board meetings must be in Queensland. Compliance requires actual operational presence and activity, not merely token addresses.

3. The list of group corporate services is detailed and includes modern IT activities

   • The definition of group corporate services activity (s 64(3)) expressly includes technology and transformation strategy and management, data analytics, cloud services and IT infrastructure and security. That language means that relying solely on offshore or interstate centralised IT/cloud teams may not satisfy the statutory requirement unless those activities are “wholly or partly performed in Queensland.”

4. Certification and notification are immediate and recurring obligations

   • The CEO must certify annually to the Treasurer (s 66A) and Suncorp must immediately notify the Treasurer of any known actual or proposed non-compliance (s 69C). The certification covers both the previous 12 months and an attestation about intentions for the next 12 months , an anticipatory element that requires internal processes for forward compliance planning.

5. Treasurer’s enforcement options and court discretion are broad

   • The Treasurer need not provide an undertaking as to damages when seeking interim injunctions (s 66(9)), which removes a procedural hurdle that might otherwise make seeking interim relief more costly. The court may also grant injunctions by consent even if the court is not satisfied the statutory threshold is met (s 66(4)). These features make it easier for the State to secure interim relief.

6. Part 6 prevails over the Corporations Act and over Suncorp’s constitution where inconsistent

   • s 69 states part 6 has effect despite the Corporations Act and that part 6 prevails over Suncorp’s constitution. This is a statutory override on a narrow subject matter, and transaction documents or governance changes that assume federal primacy may encounter statutory incompatibility.

7. Acquirer carry-over risk

   • Section 69D treats an acquirer of all or substantially all of Suncorp’s Australian business as subject to parts 6 and 6A. Transaction teams that structure share or asset purchases must account for statutory carry-over of obligations and ensure that purchasers are prepared to meet the constitution, registration and certification duties.

8. Fee recovery and exclusions

   • The Treasurer may require guarantee fees where the State has obligations under ss 70 or 72(2)(a) (s 75). However, the fee power does not apply if the transferee is Metway or a related body corporate (s 75(2)). Transactional parties should identify whether their entity is within the exclusion or within the fee remit. Also note the fee rates are modest but recurring (0.05% and 0.20% p.a.), and fees are recoverable as debts.

9. Transitional relief timing

   • Section 76 provides a six-month delay for Suncorp to comply with s 64 following commencement of the relevant amendment. Ensure you track commencement dates to apply the correct compliance deadline and to interpret other provisions that are “subject to” the transitional delay (s 76(2)).

10. Omitted and expired sections

    • Many sections are omitted or expired as noted. Do not assume obligations exist that are numerically present in legacy versions of the Act; rely on the consolidation and check cited amending instruments if older provisions are relevant to historical liabilities or transactions.

In practice, the “gotchas” are operational and timing risks: the Act requires actual on-the-ground presence and ongoing certification; it places real powers in the Treasurer and the Supreme Court; and it carries over duties to acquirers. Treat statutory mandates as constraints on corporate structuring and location of services, and build internal processes to ensure timely CEO certification and Treasurer notification.

This section sets out actionable steps and a compliance checklist derived from the statutory text. It addresses corporate governance, operational arrangements, reporting and transactional planning consistent with the Act’s requirements.

Immediate and ongoing compliance tasks for Suncorp

1. Update the constitution (or confirm existing text)

   • Ensure Suncorp’s constitution contains the mandatory provisions set out in s 64: registered office located in Queensland; at least one board member ordinarily resident in Queensland; and a head office located in Queensland as defined by s 64(2). Note: a special resolution that attempts to remove or dilute these requirements has no effect (s 65). Even if the constitution has not been formally amended, s 69A requires Suncorp to act consistently with these provisions.

2. Operationalise the head office test

   • Put in place the operational arrangements specified in s 64(2):
     • Establish and maintain the CEO’s principal operational office in Queensland, and ensure the CEO performs the role primarily in Queensland.
     • Ensure the chairperson has an office in Queensland.
     • Ensure each group corporate services activity listed in s 64(3) is at least partly performed in Queensland. This will likely require documented allocation of functions and staffing or outsourcing arrangements showing geographical performance.
     • Maintain the usual location for Suncorp board meetings in Queensland.
   • For each group corporate services activity (financial reporting, risk management, legal secretariat, internal audit, IT, HR, corporate affairs etc.), maintain records demonstrating the presence and partial performance in Queensland.

3. Maintain ASIC registration and audit implications

   • Comply with s 69B by maintaining Suncorp’s status as a company registered with ASIC. Avoid actions or omissions that may lead to deregistration. Coordinate with company secretariat and external counsel to ensure regulatory filings remain current.

4. CEO annual certification

   • Prepare for the CEO certification under s 66A: the CEO must provide the Treasurer, no later than 31 July each year, a certificate stating compliance for the previous 12 months and that Suncorp does not propose to act inconsistently for the coming 12 months. Build an internal certification process with supporting documentary evidence, board minutes and operational attestations to enable timely, accurate certification.

5. Immediate notification protocol

   • Implement an internal escalation and notification process for any act, omission or proposed act that might be inconsistent with the obligations under part 6 and part 6A, to ensure immediate written notice to the Treasurer as required by s 69C. Document roles, timelines and the form of the written notice.

6. Document retention and audit trails

   • Keep contemporaneous records demonstrating where and how group corporate services activities are performed in Queensland, minutes showing usual board meeting locations, and personnel records evidencing director residency and executive working locations. These records will be crucial if the Treasurer seeks injunctive relief or requests information.

Transactional and M&A compliance steps for acquirers

1. Pre-acquisition due diligence

   • If acquiring all or substantially all of Suncorp’s Australian business, treat parts 6 and 6A as applying to the acquirer under s 69D. Ensure transaction diligence identifies constitutional, operational and certification obligations that will follow the acquirer.

2. Transaction structuring

   • Structure any acquisition with the statutory carry-over in mind. Agree contractual undertakings and transitional service arrangements to ensure the acquirer can meet s 64 and s 69A obligations post-closing. If the acquirer cannot meet the Queensland-location tests, consider alternative structures or obtain state-level agreements where that is feasible (note the Act does not provide a waiver mechanism in the printed text).

3. Post-acquisition integration

   • After closing, implement the same operational and certification steps as Suncorp would: locate requisite personnel and activities in Queensland, update company constitution where appropriate, maintain ASIC registration and ensure CEO-level certifications and immediate notification protocols.

Managing guarantee fee exposure and legacy liabilities

1. Identify liabilities covered by ss 70-72

   • For entities (QIDC, SIF, or transferees) with potential state-guaranteed liabilities, determine whether the obligation arose from matters before the Metway amalgamation day, and whether the State has an obligation under s 70 or s 72(2)(a). This determines whether s 75 may be engaged.

2. Determine fee exposure and exemptions

   • If the State has an obligation, the Treasurer may require fees under s 75. Compute potential fees using the prescribed rates (0.05% p.a. for amounts due within 1 year; 0.20% p.a. for amounts due after 1 year) as a planning assumption. Check whether the transferee is Metway or a Metway-related body corporate, in which case s 75(2) prevents fees being charged.

3. Record-keeping and cashflow planning

   • Treat any fee requested by the Treasurer as an enforceable debt (s 75(5)). Build cashflow and accounting provisions to meet potential fee notices and respond promptly to a Treasurer’s decision on how and when fees are to be paid (s 75(4)).

Dealing with enforcement risk

1. Legal preparedness for injunctions

   • Given the Treasurer may seek injunctions under s 66 and the Supreme Court can grant interim relief without the Treasurer providing an undertaking as to damages (s 66(9)), have litigation-ready compliance documents and consider early engagement with the Treasurer to resolve potential issues pre-emptively.

2. Engage with the Treasurer and department

   • Where compliance issues arise, early written notification (as required by s 69C) coupled with proactive engagement can reduce litigation risk. The Treasurer may delegate powers to the department’s chief executive (s 67), so build contacts with that office and ensure submissions are legally and operationally robust.

Transitional compliance and timing

1. Observe the transitional relief in s 76
   • For amendments subject to commencement, s 76 gives a six-month period for Suncorp to comply with s 64. Track commencement, and use the six-month window to operationalise head office location requirements, arrange staff and offices, and prepare the CEO certification.

Practical compliance checklist summary

• Confirm constitution language matches s 64 requirements.
• Ensure one director ordinarily resident in Queensland.
• Locate CEO primary operational office and chairperson office in Queensland; ensure usual board meetings in Queensland.
• Provide for partial performance in Queensland of each group corporate services activity listed in s 64(3).
• Maintain ASIC registration.
• Implement notification protocol to Treasurer for any suspected non-compliance.
• Prepare CEO annual certification evidence and timetable to file by 31 July.
• For buyers, build statutory carry-over obligations into transaction documents and integration planning.
• For entities with legacy state-guaranteed liabilities, identify potential fee exposure and plan for payment as a debt due to the State.

Following these steps converts the statute’s declarative duties into operational controls, documentation and governance processes that satisfy the Act’s content-based and location-based obligations and provide evidence to the Treasurer or the Supreme Court if required.