The Act creates the Tasmanian Ports Corporation, transfers the existing port companies’ assets, liabilities and employees into that single corporate vehicle on a chosen transfer day, and preserves contracts and proceedings by carrying them to the new owner. It affects the Crown, the Corporation and its subsidiaries, the four port companies, their employees, creditors and counterparties, and the Minister and Treasurer as members.
Members gain formal ownership and direction powers, with reporting, Board oversight, and Treasurer-backed loan/guarantee support; the Minister may instead vest particular assets or liabilities in the Crown.
Mechanically, the Tasmanian Ports Corporation Act 2005 (as amended in the source text) corporatises the State's port companies by creating Tasmanian Ports Corporation Pty. Ltd. (the Corporation), vests assets and liabilities either in that Corporation or in the Crown on a ministerially determined transfer day, and provides a statutory governance and accountability framework for the new entity and its subsidiaries. The Act: (a) defines the Corporation, its principal objectives and members (ss 4, 6, 8); (b) provides for the transfer of port-company assets and liabilities to the Corporation on the transfer day (s 20) and permits the Minister to transfer selected assets and liabilities to the Crown by Gazette notice (s 25); (c) prescribes continuity rules for contracts and legal proceedings so that rights and obligations survive the transfer (ss 21-23, 26-28); (d) prescribes employee-transfer mechanics and entitlements (s 24); and (e) subjects the Corporation and its subsidiaries to Treasurer’s Instructions and Government Business Enterprises Act provisions (ss 17-18, 29). The Act also sets out the roles of the Minister and the Treasurer: the Minister determines the transfer day (s 5) and may transfer assets to the Crown (s 25), while the Treasurer may lend to the Corporation, give guarantees or indemnities and set conditions for those instruments (ss 15-16). Shares in the Corporation are held in trust for the Crown (s 9), and disposal of those shares is constrained by a two-thirds parliamentary approval requirement (s 11(1)).
The Act states its purposes in s 3: to provide for control of the Corporation, to vest assets and liabilities in either the Corporation or the Crown, and to make provision for employees consequent on the transfers. Those are legislative purpose-claims. Testing those claims against the statute’s mechanics yields the following observable implications. First, centralised ownership and control is effected by vesting property and liabilities and by making the Minister and Treasurer the Corporation’s members (s 8), giving them powers to issue written directions to the Corporation or wholly-owned subsidiaries (s 13B). Those directions may prevail over the Corporation’s constitution, a statement of expectations, a statement of corporate intent, and Treasurer’s Instructions, subject to statutory limits (s 13B(3)). The statutory design permits direct ministerial influence while preserving a process for board objection and parliamentary tabling (ss 13C, 13D). Second, the Act reduces transaction costs that might otherwise arise from re-documenting contracts and re-issuing securities at the time of transfer by providing automatic vesting and continuity rules and by exempting State tax on transfer instruments (ss 20(2), 21(2), 22(2), 25(6), 20(4), 25(10)). Third, the Act places the Corporation and its subsidiaries inside the Government Business Enterprises governance regime: tax-equivalent and guarantee-fee regimes apply, Treasurer’s Instructions apply and may be tailored, and the Treasurer may provide loans, guarantees and indemnities subject to conditions (ss 15-18, 29). These mechanics create avenues for fiscal support funded from the Public Account where desired by the Treasurer (s 16(3), s 15(3)).
Current sections
Direct links to the current provisions in Tasmanian Ports Corporation Act 2005.
(a) provide for matters relating to the control of the Tasmanian Ports Corporation Pty. Ltd. (ACN 114 161 938) registered under the Corporations Act; and
(b) vest the assets and liabilities of the port companies in either the Corporation or the Crown; and
(c) make provision in respect of the employees of the port companies consequent on the transfer of those assets and liabilities.
4
Interpretation
4 Interpretation
In this Act, unless the contrary intention appears –
annual general meeting means the annual general meeting of the Corporation held in accordance with its constitution;
asset includes any, and any part of any, property, business, operation and right;
Board means the Board of Directors of the Corporation;
constitution means the constitution of the Corporation;
Corporation means the Tasmanian Ports Corporation Pty. Ltd. (ACN 114 161 938) registered under the Corporations Act;
Crown asset or liability means an asset or liability that is transferred to the Crown by a notice made under section 25 ;
director means a director of the Corporation;
document includes an instrument and part of a document;
legal or other proceeding includes arbitration proceedings and mediation proceedings;
liability includes any, or any part of any, liability, duty and obligation, whether actual, contingent or prospective;
member, in respect of the Corporation, means a member referred to in section 8 ;
port company means any of the following companies formed under the Port Companies Act 1997 and registered under the Corporations Act:
[Section 4 Amended by No. 18 of 2025, s. 63, Applied:01 Jan 2026]wholly-owned subsidiary, in relation to the Corporation, means a subsidiary of the Corporation that falls within the definition of wholly-owned subsidiary, within the meaning of the Corporations Act, in respect of the Corporation.
5
Transfer day
5 Transfer day
(1) The Minister, by notice published in the Gazette, may determine a day to be the transfer day.
(2) If, at any one time, one person is both the Minister and Treasurer –
(a) the Treasurer must nominate another Minister, being a different person, to be a member of the Corporation; and
(b) a reference in this Act to the Minister is taken to be a reference to the other Minister so nominated; and
(c) a reference in this Act, or any other Act, to the members of the Corporation is taken to include a reference to the other Minister so nominated.
(3) If the Treasurer nominates another Minister as a member of the Corporation, the Treasurer is to notify the Corporation in writing of that fact, as soon as practicable after the Treasurer makes the nomination.
9
Shares
9 Shares
Shares issued to the members of the Corporation are held by the members in trust for the Crown.
10
Consideration for further shares
10 Consideration for further shares
The consideration for any further shares issued to the members of the Corporation after the commencement of this section is to be any one or more of the following as determined by agreement between the Corporation and its members:
(a) any money provided by Parliament for that purpose;
(b) any assets or rights vested in the Corporation under section 20(2) ;
(3) The members of the Corporation must not vote at a meeting of the shareholders of the Corporation to allow the Corporation to –
(a) offer shares in the Corporation for subscription; or
(b) grant options over unissued shares in the Corporation; or
(c) invite persons to subscribe for shares in the Corporation; or
(d) allot or issue shares in the Corporation on a basis other than to existing shareholders pro rata to their existing shareholdings.
(4) In subsection (3) , a reference to shares includes a reference to shares of a kind specified in section 254A(1) of the Corporations Act.
12
Directors of Corporation
12 Directors of Corporation
(1) The members of the Corporation are to ensure that it has a Board of Directors who have the experience and skills necessary to enable the Corporation to achieve its objectives.
(2) The members of the Corporation are to appoint the Board in accordance with the constitution.
(3) Whenever a vacancy arises on the Board and at least 3 months before the annual general meeting of the Corporation if practicable or, if not practicable, at such other time as the Minister determines, the Minister is to establish a panel consisting of –
(4) The Board may submit to the panel a list of names of persons suitable for appointment as subsequent directors and chairperson of the Board.
(5) The panel is to submit to the members of the Corporation a list of names of persons suitable for appointment as subsequent directors and chairperson of the Board.
(6) The panel may regulate its own proceedings as it considers appropriate, including the calling of, and the conduct of business at, its meetings.
(7) The panel may permit members to participate in a particular meeting or all meetings by telephone, video conference or any other means of communication and a member who participates in a meeting as permitted under this subsection is taken to be present at the meeting.
(8) If that number of members of the panel that constitutes a quorum signs a document containing a statement that they are in favour of a resolution or proposal set out in the document, a resolution or proposal in those terms is taken to have been passed or agreed to at a meeting of the panel on the day on which the document is signed or, if the members do not sign it on the same day, on the day on which the last of the members signs the document.
(9) For the purposes of subsection (8) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more members, is taken to constitute one document.
13
Status of Corporation
13 Status of Corporation
(1) Unless this or any other Act expressly provides otherwise, the Corporation or a subsidiary of the Corporation –
(a) is not, and does not represent, the Crown; and
(b) is not exempt from any rates, tax, duty or other impost under any law merely because the Crown has beneficial ownership of shares in it.
(1) The members are to provide the Board with a statement of expectations.
(2) The statement of expectations is to specify –
(a) the expectations of the members in relation to the strategic priorities of the Corporation; and
(b) the policy expectations of the members for the performance of the Corporation and its subsidiaries.
(3) The members, at any time, may at their own discretion, or on the application of the Board –
(a) amend the statement of expectations; or
(b) revoke the statement of expectations and substitute another statement of expectations.
(4) Before or while preparing a statement of expectations or an amendment to a statement of expectations, the members are to consult with the Board.
(5) A statement of expectations and an amendment to a statement of expectations are to be in writing and signed by each member.
(6) A statement of expectations, or an amendment to a statement of expectations, takes effect on a day specified in it, being a day not earlier than the day on which the statement or amendment is provided to the Corporation.
(7) The Minister must cause a copy of the statement of expectations, or of an amendment to a statement of expectations, to be laid before each House of Parliament within 10 sitting-days after the statement or amendment has been signed as required by subsection (5) .
(1) The members may give a direction to the Corporation or a wholly-owned subsidiary of the Corporation.
(2) Before the members give a direction under subsection (1) to the Corporation or a wholly-owned subsidiary of the Corporation, the members are to notify the Corporation or wholly-owned subsidiary in writing that –
(a) the members intend to give the direction on the matter specified in the notification; and
(b) the Corporation or wholly-owned subsidiary has the period specified in the notification to provide information to the members in respect of the specified matter.
(3) A direction given to the Corporation, or a wholly-owned subsidiary, under subsection (1) –
(a) may be given even if the direction is contrary to –
(i) the constitution; or
(ii) a statement of expectations under section 13A in force in respect of the Corporation or subsidiary; or
(iii) the statement of corporate intent under section 13F in force in respect of the Corporation or subsidiary; or
(iv) Treasurer’s Instructions in force in respect of the Corporation or subsidiary; or
(v) if the direction is given to a wholly-owned subsidiary, the constitution of the subsidiary; or
(vi) if the Corporation or subsidiary provided information in respect of the direction in accordance with subsection (2), that information; and
(b) may not be given if the direction is contrary to the provisions of this Act or another Act of this State or the Commonwealth.
(4) The members may, by written notice to the Corporation or its subsidiary at any time, amend or revoke a direction given to the Corporation or subsidiary under subsection (1) –
(a) at their own discretion; or
(b) on the written request of the Board or the subsidiary board; or
(c) as a result of an objection made under section 13C in respect of the direction.
(5) As soon as practicable after a direction is given under subsection (1) , or amended or revoked under subsection (4) , the members must ensure that a written copy of the direction so given, or a copy of the written notice given for an amendment or revocation of a direction –
(a) is signed, and dated, by each member; and
(b) is given to the Board or the subsidiary board.
(6) A direction given under subsection (1) , or an amendment or revocation of such a direction under subsection (4) , takes effect –
(a) on the day on which a copy of the direction, or a copy of the written notice of the amendment or revocation, is given to the relevant board under subsection (5) ; or
(b) on such later date as is specified in the direction or notice of the amendment or revocation.
(7) The Corporation, or a wholly-owned subsidiary, must comply with each direction given to the Corporation or subsidiary under this section.
(8) It is a defence in proceedings for an offence under any Act, if the defendant establishes that the act, or omission, that is the basis of the offence was a result of complying with a direction, or purported direction, given under this section.
13C
Corporation may object to direction by members
13C Corporation may object to direction by members
(1) Within 21 days after receiving a copy of a direction, or a copy of a written notice of an amendment or revocation of such a direction, under section 13B (5), the Board or a subsidiary board may object to the direction, or its amendment or revocation, on any ground.
(3) If the members receive an objection under subsection (1) in respect of a direction –
(a) the members, within 10 days after receiving the objection, are to notify the relevant board that the members –
(i) intend to amend or revoke the direction in accordance with section 13B ; or
(ii) do not intend to amend or revoke the direction; and
(b) if the members notify the relevant board under paragraph (a)(i) that the direction is to be amended or revoked, the direction is of no effect until it is so amended or revoked; and
(c) if the members notify the relevant board under paragraph (a)(ii) that the direction is not to be amended or revoked –
(i) the Minister must cause a copy of the objection to be tabled in each House of Parliament within 5 sitting-days after the members received the objection; and
(ii) if the Minister fails to table a copy of the objection under this paragraph, the direction is void.
(1) If a copy of a direction, or a copy of a written notice of an amendment or revocation of such a direction, is given to the Board or a subsidiary board under section 13B(5) , the Minister must table a copy of the direction, or of the written notice, in each House of Parliament within 7 sitting-days after the direction or notice is so given.
(2) Despite subsection (1) , within 5 days after a board receives a copy of a direction or a copy of a written notice under section 13B(5) , the relevant board may make a written request to the members that the direction, or written notice of an amendment or revocation of a direction, should not be tabled under subsection (1) .
(3) A board may only make a request under subsection (2) if the board is of the opinion that the tabling of the direction or written notice may –
(a) disadvantage or cause damage to the Corporation or a subsidiary, whether directly or indirectly; or
(b) enable another person, whether directly or indirectly, to gain an unreasonable advantage; or
(c) constitute a breach of confidentiality; or
(d) prejudice an investigation into –
(i) misconduct or possible misconduct; or
(ii) an offence, or possible offence, against this Act.
(4) If the members are satisfied that a direction, or written notice of an amendment or revocation of a direction, should not be tabled under subsection (1) for a reason specified in subsection (3) –
(a) subsection (1) does not apply in respect of the direction, the amendment or the revocation; and
(b) the Minister must table a statement that the direction has been given, or that written notice of an amendment or revocation has been given, in each House of Parliament within 7 sitting-days after the direction or notice is given to the relevant board under section 13B .
(5) In the report prepared by the Board in respect of the Corporation and its subsidiaries for a financial year, the Board must publish –
(i) each direction, given to the Board or a subsidiary board under section 13B , that was in effect in respect of the Corporation or a subsidiary during the financial year; and
(ii) each revocation of a direction that was given to the Board or a subsidiary board, under section 13B , during the financial year; or
(b) if the Minister has tabled a statement under subsection (4) in respect of a direction, or the amendment or revocation of a direction, given to the Board or a subsidiary board under section 13B in respect of the financial year – a copy of the statement.
13E
Duty to notify members of compliance with directions
13E Duty to notify members of compliance with directions
[Section 13E Inserted by No. 18 of 2025, s. 66, Applied:01 Jan 2026] If the Board or a subsidiary board is given a direction under section 13B in respect of the Corporation or a subsidiary, the relevant board must notify the members, in writing, of the progress of the Corporation, or subsidiary, in complying with the direction –
(a) at the intervals specified in the direction; and
(b) when, in the opinion of the relevant board, the Corporation or subsidiary has complied with the direction in full.
relevant financial year, in relation to a statement of corporate intent, means the financial year during which the statement is to be in force in respect of the Corporation.
(2) Before the commencement of each financial year, the Board must prepare a statement of corporate intent, in respect of the Corporation, that is to be in force for that financial year.
(3) A statement of corporate intent of the Corporation must not disclose any information that the Board considers –
(a) may, if disclosed –
(i) disadvantage or cause damage to the Corporation or its subsidiaries, either directly or indirectly; or
(ii) enable another person, either directly or indirectly, to gain an advantage; or
(b) may otherwise be unlawful, or inappropriate, to disclose publicly.
(4) A draft of a statement of corporate intent prepared under this section in respect of the Corporation is to –
(a) relate to the Corporation and its subsidiaries; and
(b) be consistent with each of the following:
(i) the statement of expectations in respect of the Corporation and its subsidiaries that is in force under section 13A ;
(ii) each direction under section 13B that is in effect in respect of the Corporation and its subsidiaries;
(iii) the Treasurer’s Instructions that are in force in respect of the Corporation and its subsidiaries; and
(c) be in a form, and contain the information, specified in the Treasurer's Instructions; and
(d) be provided to the members before –
(i) 31 March in the financial year immediately preceding the relevant financial year; or
(ii) such later day, being a day before the commencement of the relevant financial year, as approved by the members.
(5) After receiving a draft statement of corporate intent under subsection (4)(d) , the members may –
(a) request that the Board make changes to the draft statement of corporate intent before it is approved under this section; or
(b) approve the draft statement of corporate intent if satisfied that –
(i) the statement complies with this section; and
(ii) the statement does not disclose information in contravention of subsection (3) .
(6) A statement of corporate intent approved under this section in respect of the Corporation –
(a) takes effect on the day on which it is approved by the members under subsection (5)(b) ; and
(b) while it remains in force, is to be published on a website operated by, or on behalf of, the Corporation, so that it is freely available to members of the public.
(7) The Board may amend, or substitute, the statement of corporate intent for the Corporation at any time.
(8) An amendment to a statement of corporate intent, or a substitute statement of corporate intent, for the Corporation takes effect –
(a) on the day on which it is approved by the members; or
(b) on such later day as is specified in the amended or substituted statement of corporate intent.
14
Accounts and report of Corporation
14 Accounts and report of Corporation
(1) The Board is to provide the Minister with a copy of each of the following documents:
(a) the constitution of the Corporation, the constitution of each of the Corporation's subsidiaries and any amendments to any of those constitutions;
(b) any financial statement, directors' report and auditor's report for the Corporation.
(2) The Minister is to cause to be laid before each House of Parliament each copy provided to him or her under subsection (1) within 7 sitting-days after receiving it.
(1) Before 28 February in each financial year, the Board must –
(a) prepare a report on the performance of the Corporation, and its subsidiaries, for the first 6 months of the financial year; and
(b) give a copy of the report to the members.
(2) A report prepared under subsection (1) is to be in a form, and contain the information, specified in the Treasurer’s Instructions.
(3) Within 7 days after giving the members a copy of a report under subsection (1) , the Board must publish a copy of the report on a website maintained by, or on behalf of, the Corporation so that it is freely available to members of the public.
(4) Despite subsection (3) , the Board may omit a part of a report prepared under subsection (1) before publishing the report under subsection (3) if the Board is of the opinion that publishing the report, without omitting that part, may –
(a) disadvantage or cause damage to the Corporation or its subsidiaries, whether directly or indirectly; or
(b) enable another person, whether directly or indirectly, to gain an unreasonable advantage; or
(c) constitute a breach of confidentiality; or
(d) prejudice an investigation into –
(i) misconduct or possible misconduct; or
(ii) an offence, or possible offence, against this Act.
(5) If the Board does not publish part of a report under subsection (3) , for a reason specified in subsection (4) , the Board must include, with the report published in accordance with subsection (3) , a statement that part of the report has been omitted under this section before being so published.
14B
Duty to notify members of adverse circumstances
14B Duty to notify members of adverse circumstances
governing documents, in relation to the Corporation, includes –
(a) the statement of expectations in force in respect of the Corporation and its subsidiaries under section 13A ; and
(b) each direction under section 13B in effect in respect of the Corporation and its subsidiaries; and
(c) the statement of corporate intent in force in respect of the Corporation and its subsidiaries under section 13F ; and
(d) the Treasurer’s Instructions in force in respect of the Corporation and its subsidiaries.
(2) The Board must notify the members, in writing, of any development which, in the opinion of the Board, may –
(a) prevent or significantly affect the achievement of the objectives, for the Corporation or its subsidiaries, as specified in the governing documents of the Corporation; or
(b) significantly affect the financial viability or operating ability of –
(i) the Corporation and its subsidiaries; or
(ii) any partnership, trust, joint venture or arrangement for the sharing of profits in which the Corporation or its subsidiaries participate; or
(c) prevent the Corporation or its subsidiaries from complying with a direction given to the Corporation, or a subsidiary, under section 13B ; or
(d) significantly affect the ability of the Corporation or its subsidiaries to comply with a direction given to the Corporation, or a subsidiary, under section 13B ; or
(e) otherwise significantly affect the Corporation, or its subsidiaries, in any manner.
(3) A notification under subsection (2) in respect of a development is to be made as soon as possible after the Board becomes aware of the development.
(1) As soon as practicable after the commencement of this section, the Board is to prepare a framework that specifies the principles and practices that are to be applied in respect of the provision of sponsorship by the Corporation and its subsidiaries.
(a) must be prepared in accordance with, and must reflect, any Treasurer’s Instructions issued in respect of sponsorship; and
(b) must include –
(i) the prescribed provisions; and
(ii) provisions that relate to prescribed matters; and
(c) is to reflect contemporary standards, and best-practice principles, that apply in relation to sponsorship; and
(d) may include such other matters as the Board considers relevant.
(3) The Board is to ensure that, as far as is reasonably practicable, there is always a framework in force under this section in respect of the Corporation and its subsidiaries.
(4) As soon as practicable after a framework under this section comes into force, the Board is to ensure that –
(a) a copy of the framework is published on a website maintained by, or on behalf of, the Corporation; and
(b) as far as is reasonably practicable, the framework remains so published while it is in force.
15
Loan from Treasurer
15 Loan from Treasurer
(1) The Treasurer may lend to the Corporation or any of its subsidiaries, out of money provided by Parliament for the purpose, any money that the Treasurer considers appropriate.
(2) A loan is subject to any conditions determined by the Treasurer.
(1) On the written request of the Corporation or its subsidiary, the Treasurer, in writing, may guarantee, give an indemnity in relation to, or guarantee and give an indemnity in relation to –
(b) the performance of an obligation undertaken by the Corporation or subsidiary or which the Corporation or subsidiary has agreed to undertake (whether that obligation is monetary or otherwise).
(3) The balance of any losses of a port company are available to the Corporation for the purposes of the calculation of an income tax equivalent under the Government Business Enterprises Act 1995 in respect of the financial year ending on 30 June 2006.
balance of any losses, in respect of a port company, means the balance of losses of the port company –
(a) as calculated in accordance with the Treasurer's Instructions issued under the Government Business Enterprises Act 1995 as at the day immediately before the transfer day; and
(b) that would, if the day before the transfer day were the end of the financial year, be available to be carried forward from one financial year to the next in relation to the calculation of the taxable income of the port company under the Income Tax Assessment Act 1936 of the Commonwealth and the Income Tax Assessment Act 1997 of the Commonwealth.
19
Effect of Financial Agreement Act 1994
19 Effect of Financial Agreement Act 1994
If, under section 5(1) of theFinancial Agreement Act 1994 , the Treasurer requires the Corporation or a subsidiary of the Corporation to do or refrain from doing anything for the purpose of implementing the Agreement, within the meaning of that Act, the Corporation or subsidiary must comply with that requirement.
Part 3
Transfer of Assets, Liabilities and Employees to Corporation
Part 3 Transfer of Assets, Liabilities and Employees to Corporation
20
Transfer of assets and liabilities to Corporation
20 Transfer of assets and liabilities to Corporation
(1) In this section –
State tax means any of the following if imposed by any Act or law of Tasmania:
(a) a fee, including an application fee and registration fee;
(b) a tax, including a duty;
(c) a charge.
(2) On the transfer day –
(a) the assets of each of the port companies vest in the Corporation; and
(b) the liabilities of each of the port companies become the liabilities of the Corporation.
(3) For the purposes of the application of subsection (2) , a notice made under section 25 is taken to take effect immediately before assets vest in, and liabilities become the liabilities of, the Corporation by reason of subsection (2) .
(4) State tax is not payable in respect of any document prepared to give effect to subsection (2) .
21
Construction of instruments
21 Construction of instruments
(1) In this section –
document means a document, or part of a document –
(a) that was in force immediately before the transfer day; and
(b) in which there is a reference to one or more of the port companies –
but does not include a document, or part of a document, that relates to a Crown asset or liability.
(2) Unless the context or subject matter of a document requires otherwise, on and after the transfer day a reference in the document to a port company is taken, where appropriate, to be or include a reference to the Corporation.
22
Continuation and institution of proceedings, &c.
22 Continuation and institution of proceedings, &c.
(1) This section does not apply to any legal or other proceeding, or judgment or order of a court, that relates to a Crown asset or liability.
(2) On and after the transfer day –
(a) legal or other proceedings instituted by or against a port company before, and pending on, the transfer day may be continued by or against the Corporation; and
(b) any legal or other proceedings that, immediately before the transfer day, could have been instituted by or against a port company may be instituted by or against the Corporation; and
(c) a judgment or order of a court obtained before the transfer day by or against a port company may be enforced by or against the Corporation; and
(d) a document relating to legal or other proceedings that has been served on or by a port company before the transfer day is taken, where appropriate, to have been served on or by the Corporation.
23
Contracts
23 Contracts
(1) In this section –
contract means a contract, agreement, arrangement, undertaking or part of a contract, agreement, arrangement or undertaking, but does not include –
(a) a contract of employment; or
(b) a contract that relates to a Crown asset or liability.
(2) A contract made or entered into by a port company, but not performed, executed, discharged or otherwise terminated, before the transfer day is taken to be a contract made or entered into by the Corporation.
(3) A party to a contract referred to in subsection (2) is not entitled to terminate that contract, claim that there has been a breach or default of contract or claim any remedy by reason only of the operation of this Act.
24
Arrangements for employees of port company to transfer to Corporation
24 Arrangements for employees of port company to transfer to Corporation
(1) In this section –
transferred employee means a person who becomes the employee of the Corporation on the transfer day by the operation of subsection (4) .
(2) As soon as practicable after the transfer day is notified in the Gazette under section 5 , the Corporation is to give to each port company written notice of the date of the transfer day.
(3) As soon as practicable after receiving notice of the date of the transfer day, each port company is to give to each of its employees written notice that his or her employment is to be transferred on that date to the Corporation by the operation of subsection (4) .
(4) On the transfer day, a person who is an employee of a port company –
(a) becomes an employee of the Corporation and the Corporation becomes the employer of that person; and
(b) that person ceases to be an employee of the port company.
(5) A transferred employee –
(a) is to be employed by the Corporation for not less than the same remuneration as he or she was receiving immediately before becoming a transferred employee; and
(b) except where an award, industrial agreement or any other law otherwise provides, retains all accrued entitlements as if employment as an employee of the Corporation were a continuation of employment with the port company; and
(c) is entitled to claim those entitlements against the Corporation; and
(d) is not entitled to any compensation or other payment in respect of the change of employer or any change in his or her position description, title, role or duties that results from the change in his or her employment from a port company to the Corporation.
(6) Subject to subsections (8) and (9) , a contract of employment that had effect in relation to a person immediately before the person became a transferred employee continues to have effect in relation to the person as a transferred employee.
(7) The period of service with a port company of a person who becomes a transferred employee is taken to be service with the Corporation.
(8) A chief executive officer of a port company whose employment is transferred to the Corporation by the operation of subsection (4) is not transferred to the position of chief executive officer of the Corporation unless the Board has appointed him or her to that position.
(9) Before, or as soon as practicable after, the employment of a person is transferred to the Corporation by the operation of subsection (4) , the Corporation by written notice provided to the person may determine position description, title, role or duties for the position to be occupied, or occupied, by the person in the Corporation that is different from his or her position description, title, role or duties in the port company.
(10) Nothing in this section prevents any of the terms of employment of a transferred employee being altered by an award, industrial agreement or law after he or she becomes a transferred employee.
Part 4
Transfer of Assets and Liabilities to Crown
Part 4 Transfer of Assets and Liabilities to Crown
25
Transfer of assets and liabilities to Crown
25 Transfer of assets and liabilities to Crown
(1) In this section –
State tax means any of the following if imposed by any Act or law of Tasmania:
(a) a fee, including an application fee and registration fee;
(b) a tax, including a duty;
(c) a charge.
(2) The Minister, by one or more notices published in the Gazette on or before the transfer day, may –
(a) transfer an asset or a liability of a port company to the Crown (whether or not that transfer is for a consideration); and
(b) specify conditions relating to that transfer; and
(c) provide for any matter that is incidental to that transfer.
(3) Consideration for a transfer under subsection (2) of an asset or liability may be by assumption of liabilities or otherwise.
(4) If the Corporation is of the opinion that the transfer of a particular asset or liability of a port company to the Crown by a notice under subsection (2) would result in the Corporation becoming insolvent, within the meaning of the Corporations Act, on the transfer day, the Corporation is to advise the Minister of that opinion.
(5) The Minister is to table a copy of the advice under subsection (4) in each House of Parliament within 5 sitting-days after receiving it.
(b) the assets specified in a notice under subsection (2) vest in the Crown subject to any relevant conditions specified in the notice; and
(c) any liability specified in a notice under subsection (2) becomes a liability of the Crown subject to any relevant conditions specified in the notice.
(7) If any dispute arises –
(a) as to whether an asset or liability is transferred to the Crown under subsection (2) ; or
(b) as to whether any, or any part of any, contract relates to an asset or liability that is transferred under subsection (2) –
the Minister may determine the matter and is to provide the port company concerned, the Corporation and any relevant Head of Agency, within the meaning of the State Service Act 2000 , with written notice of that determination.
(8) The determination of the Minister under subsection (7) is final and binding on the port company concerned, the Corporation and the Crown.
(10) State tax is not payable in respect of a notice under subsection (2) or any document prepared to give effect to subsection (6) .
26
Construction of documents
26 Construction of documents
(1) In this section –
document means a document, or part of a document –
(a) that was in force immediately before the transfer day; and
(b) in which there is a reference to one or more of the port companies; and
(c) that relates to a Crown asset or liability.
(2) Unless the context or subject matter of a document requires otherwise, on and after the transfer day a reference in the document to a port company is taken, where appropriate, to be or include a reference to the Crown.
27
Continuation and institution of proceedings, &c.
27 Continuation and institution of proceedings, &c.
(1) This section applies to any legal or other proceeding, or judgment or order of a court, that relates to a Crown asset or liability.
(2) On and after the transfer day –
(a) any legal or other proceedings instituted by or against a port company before, and pending on, the transfer day may be continued by or against the Crown; and
(b) any legal or other proceedings in respect of a Crown asset or liability that, immediately before the transfer day, could have been instituted by or against a port company may be instituted by or against the Crown; and
(c) a judgment or order of a court obtained before the transfer day by or against a port company may be enforced by or against the Crown; and
(d) a document relating to legal or other proceedings that has been served on or by a port company before the transfer day is taken, where appropriate, to have been served on or by the Crown.
28
Contracts
28 Contracts
(1) In this section –
contract means a contract, agreement, arrangement or undertaking, or part of a contract, agreement, arrangement or undertaking, that relates to a Crown asset or liability but does not include a contract of employment.
(2) A contract made or entered into by a port company, but not performed, executed, discharged or otherwise terminated, before the transfer day is taken to be a contract made or entered into by the Crown.
(3) A party to a contract referred to in subsection (2) is not entitled, by reason only of the operation of this Act –
(a) to terminate that contract; or
(b) to claim that there has been a breach or default of contract; or
(2) A Treasurer's Instruction applies to the Corporation, and each subsidiary of the Corporation, as if they were Government Business Enterprises specified in Schedules 1 , 2 and 3 of the Government Business Enterprises Act 1995 .
(3) The Treasurer may issue Treasurer's Instructions specifically in relation to the Corporation, and each subsidiary of the Corporation, as if they were Government Business Enterprises specified in Schedules 1 , 2 and 3 of the Government Business Enterprises Act 1995 .
(4) The Corporation and each subsidiary of the Corporation are to comply with all relevant Treasurer's Instructions.
(5) The Treasurer may exempt the Corporation or a subsidiary of the Corporation, or both, from the obligation to comply with all or part of a Treasurer's Instruction.
29A
Application of Corporations Act
29A Application of Corporations Act
[Section 29A Inserted by No. 9 of 2018, s. 41, Applied:10 Sep 2018] To the extent that a provision of this Act is incapable of concurrent operation with the Corporations Act, that provision is declared to be a Corporations legislation displacement provision for the purposes of section 5G of the Corporations Act.
30
Delegation by Minister
30 Delegation by Minister
The Minister, in writing, may delegate to any person any of his or her powers or functions under this Act, other than this power of delegation.
31
Repeal of Port Companies Act 1997 and Port Companies Regulations 1999
31 Repeal of Port Companies Act 1997 and Port Companies Regulations 1999
(1) The appointment of a person as a director of a port company is revoked on the day the company is deregistered under the Corporations Act.
(2) A person is not entitled to any compensation or other payment in respect of the revocation of an appointment under subsection (1) despite anything to the contrary in his or her instrument of appointment.
33
Regulations
33 Regulations
(1) The Governor may make regulations for the purposes of this Act.
(2) The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act.
(3) A provision referred to in subsection (2) may take effect on the day on which this section commences or a later day.
(a) the administration of this Act is assigned to the Minister for Infrastructure, Energy and Resources; and
(b) the department responsible to that Minister in relation to the administration of this Act is the Department of Infrastructure, Energy and Resources.
(1) Except as approved under clauses 2 and 3 , a person may not be appointed to serve as director on the Board if the person –
(a) has previously served 2 full terms as director on the Board, whether consecutive or not; or
(b) has previously held the position of chief executive officer of the Corporation.
(2) For the avoidance of doubt, subclause (1) does not apply to a term as director if –
(a) the person –
(i) holds the office of director to fill a vacancy in the office of director; and
(ii) only holds that office for the remainder of the vacating director’s term; and
(b) the person has not previously been appointed as director for a full term.
(3) For the purposes of this clause, a person has served a full term as director –
(a) if the person has held the office of director for the amount of time for which the person was appointed to that office, before being required to be reappointed to the office; and
(b) regardless of whether that person served the full term as director before, or after, the commencement of the Government Business Governance Reforms Act 2025.
(4) For the purposes of this clause, the operation of section 21(3)(b) of the Acts Interpretation Act 1931 in respect of a person’s appointment to the office of director is taken to be an extension of the person’s full term as director and not a reappointment of the person to the office of director.
2. Members may appoint directors for subsequent terms
(1) A person may be appointed for a third or subsequent term as director if the members are satisfied that exceptional circumstances exist that require the person to serve a third, or subsequent, term.
(2) If a person is appointed for a third or subsequent term as director, the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
(a) a statement that includes the following information:
(i) the fact that the appointment has been made;
(ii) the duration of the term of the appointment so made;
(iii) how many times the person, so appointed, has been appointed to the office of director; and
(b) if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
3. Members may appoint former chief executive officers as directors
(1) A former chief executive officer of the Corporation may be appointed as director if the members are satisfied that exceptional circumstances exist that require the person to be appointed as director.
(2) If a former chief executive officer of the Corporation is appointed as director under subclause (1) , the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
(a) a statement that includes the following information:
(i) the fact that the appointment has been made;
(ii) the duration of the term of the appointment so made;
(iii) that the person was previously the chief executive officer of the Corporation; and
(b) if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
Source text: opening excerpt
Sourced from Tasmanian Legislation Online (legislation.tas.gov.au), CC BY 4.0.
Part 1 Preliminary
Part 1 Preliminary
1 Short title
1 Short title
This Act may be cited as the Tasmanian Ports Corporation Act 2005 .
2 Commencement
2 Commencement
(1) This Act, other than section 35 and Schedule 1 , commences on the day on which this Act receives the Royal Assent.
(2) Section 35 and Schedule 1 commence on the transfer day.
3 Purposes of Act
3 Purposes of Act
The purposes of this Act are to –
(a) provide for matters relating to the control of the Tasmanian Ports Corporation Pty. Ltd. (ACN 114 161 938) registered under the Corporations Act; and
(b) vest the assets and liabilities of the port companies in either the Corporation or the Crown; and
(c) make provision in respect of the employees of the port companies consequent on the transfer of those assets and liabilities.
4 Interpretation
4 Interpretation
In this Act, unless the contrary intention appears –
annual general meeting means the annual general meeting of the Corporation held in accordance with its constitution;
asset includes any, and any part of any, property, business, operation and right;
Board means the Board of Directors of the Corporation;
constitution means the constitution of the Corporation;
Corporation means the Tasmanian Ports Corporation Pty. Ltd. (ACN 114 161 938) registered under the Corporations Act;
Crown asset or liability means an asset or liability that is transferred to the Crown by a notice made under ;
The statute also creates procedural obligations and public accountability measures: the Board must prepare statements of corporate intent and reports, provide governing documents and financial statements to the Minister and publish certain material online (ss 7(1A), 13F, 14, 14A, 14C). The members must table statements of expectations and certain notices in each House of Parliament (ss 13A(7), 13D(1), 13C(3)(c)). At the same time the Act limits the Crown’s exposure to corporate liabilities unless a guarantee or indemnity is given by the Treasurer or a Tasmanian Public Finance Corporation guarantee is in place (s 13(2)). The Minister’s determinations as to whether particular assets or liabilities are Crown matters are made final and binding by the Act (s 25(8)). Those finality and tabling mechanisms alter the distribution of decision rights between executive actors, Parliament and private parties post-transfer.
In sum, the instrument operationalises corporatisation with statutory continuity, creates explicit ministerial and Treasury levers over the new corporation, and builds in visibility and reporting obligations. The Act’s mechanics change who decides (Minister, Treasurer, members, Board), who pays (Corporation for ordinary liabilities; Public Account for loans, guarantees and indemnities when provided; Crown for assets and liabilities transferred to it), and which legal relationships continue or shift at the transfer day. The following sections unpack the main concepts, affected stakeholders, key duties and rights, enforcement architecture, interactions with other laws, amendment record in the source text, litigation references (if any in the source), practical pitfalls and compliance steps with specific section reference.
Main concepts
The Act defines a compact set of core legal concepts that drive the mechanics of transfer, governance and accountability.
Corporation, Board, constitution, members. The Corporation is Tasmanian Ports Corporation Pty. Ltd., a company registered under the Corporations Act (s 4). The Board is its Board of Directors (s 4). The constitution must include the principal objectives set out in s 6 (s 7(1)). The members of the Corporation are the Minister and the Treasurer (s 8(1)). Shares issued to members are held in trust for the Crown (s 9).
Principal objectives. The Act mandates two principal objectives: to facilitate trade for the benefit of Tasmania and to operate activities in accordance with sound commercial practice (s 6). Those objectives must be contained in the Corporation’s constitution (s 7(1)).
Transfer day and transfer mechanics. The Minister may determine the transfer day by Gazette notice (s 5(1)); that notice is not a statutory rule (s 5(2)). On that transfer day, assets and liabilities of each port company vest in the Corporation (s 20(2)). Separately, the Minister may transfer particular assets or liabilities of port companies to the Crown by Gazette notice on or before the transfer day (s 25(2)), with those notices taking effect on the transfer day (s 25(6)). The Act treats notices under s 25 as taking effect immediately before the general vesting to deal with sequencing (s 20(3)). State tax is not payable in respect of transfer documents or the s 25 notices (ss 20(4), 25(10)).
Crown asset or liability. The Act treats certain assets or liabilities as Crown assets or liabilities where the Minister so specifies (s 25). Documents that relate to Crown assets or liabilities are given a specialised construction rule: post-transfer, references to port companies in such documents are taken, where appropriate, to be references to the Crown (s 26).
Continuity of contracts and proceedings. The statute preserves continuity: proceedings by or against a port company pending on the transfer day can be continued by or against the Corporation (s 22(2)(a)), and the same rule applies where assets or liabilities are transferred to the Crown (s 27(2)). Contracts not performed before the transfer day are treated as contracts of the transferee (s 23(2) and s 28(2)). Parties are generally not entitled to terminate or claim breach solely because of the transfers (ss 23(3), 28(3)).
Employee transfers and entitlements. On the transfer day employees of port companies become employees of the Corporation and cease to be employees of the port companies (s 24(4)). The Act secures certain employee protections: remuneration not less than previously; accrued entitlements preserved save where awards or other laws provide otherwise; entitlements are claimable against the Corporation (s 24(5)(a)-(c)). The chief executive officer of a port company is not automatically entitled to be CEO of the Corporation (s 24(8)), and the Corporation may redefine position descriptions on notice (s 24(9)). There is an express denial of compensation for change of employer arising purely from the transfer (s 24(5)(d)).
Members’ governance powers and statements. Members must provide a statement of expectations to the Board specifying strategic priorities and policy expectations (s 13A). Members may give directions to the Corporation or a wholly-owned subsidiary (s 13B). Those directions can, in many circumstances, be given even if contrary to the constitution, statements of expectations, statements of corporate intent, or Treasurer’s Instructions (s 13B(3)(a)); however directions cannot be contrary to this Act or other State or Commonwealth Acts (s 13B(3)(b)). Boards can object to directions within 21 days (s 13C).
Treasurer’s Instructions and GBE regime. The Treasurer’s Instructions issued under s 114 of the Government Business Enterprises Act 1995 apply to the Corporation and its subsidiaries as if they were Government Business Enterprises (s 29). The Treasurer may issue Instructions specifically in relation to the Corporation (s 29(3)). Tax-equivalent and guarantee-fee regimes under the Government Business Enterprises Act apply as set out in ss 17 and 18.
Financial supports and fiscal risk. The Treasurer may lend from Parliament-provided monies and set conditions on loans (s 15). The Treasurer may guarantee or indemnify the Corporation or a subsidiary subject to conditions (s 16). Payments under guarantees or indemnities are to be made from Parliament-provided money (s 16(3)). The Crown is not liable for corporate liabilities unless the Treasurer provides a guarantee or an indemnity or a Tasmanian Public Finance Corporation guarantee exists (s 13(2)).
Finality and parliamentary oversight. A Minister’s determination under s 25(7) as to whether an asset or liability is transferred to the Crown is final and binding (s 25(8)). Members must cause certain statements to be tabled in Parliament within specified sitting-day timeframes, and the Board must lay documents and reports before Parliament or publish them online (ss 13A(7), 13D(1), 14(1)-(2), 14A(3)).
Application of the Corporations Act. Where a provision of this statute cannot operate concurrently with the Corporations Act, this Act is declared to be a Corporations legislation displacement provision for the purposes of s 5G of the Corporations Act (s 29A). That indicates the Act takes precedence to the extent of inconsistency.
These concepts structure how ownership, control, legal continuity, employee relations, fiscal backing and public accountability operate for the new corporatised port entity and its subsidiaries.
Who it affects
The Act’s mechanics affect distinct groups and institutional actors, each facing different incentives, duties and potential costs.
The port companies and their shareholders. The four specified port companies under the Port Companies Act 1997 (Hobart Ports Corporation Pty. Ltd., Port of Launceston Pty. Ltd., Port of Devonport Corporation Pty. Ltd., Burnie Port Corporation Pty. Ltd.) are the subject of the transfers (defined in s 4). On the transfer day their assets and liabilities vest in the Corporation (s 20(2)) or, where the Minister decides, in the Crown (s 25(6)). The appointment of directors of port companies is revoked upon deregistration under the Corporations Act (s 32(1)), and appointees have no entitlement to compensation for such revocation (s 32(2)).
The Corporation and its subsidiaries. From the transfer day, the Corporation receives vesting and becomes responsible for operating port activities. Subsidiaries fall within the scope of Treasurer’s Instructions, tax-equivalent and guarantee-fee regimes as if they were Government Business Enterprises (ss 17-18, 29). The Board must adopt enhanced reporting and governance practices: preparing statements of corporate intent, mid-year performance reports and publication of sponsorship frameworks (ss 13F, 14A, 14C).
Employees of port companies. Employees become employees of the Corporation on the transfer day (s 24(4)). They have statutory protections: not less remuneration than before the transfer (s 24(5)(a)), retention of accrued entitlements as if employment continued (s 24(5)(b)) and entitlement to claim those entitlements against the Corporation (s 24(5)(c)). There is, however, no entitlement to compensation for the change of employer or change in position where this results from the transfer (s 24(5)(d)). A chief executive officer of a port company is not automatically transferred into the CEO role of the Corporation (s 24(8)).
Contracting parties and creditors. Contracts and legal proceedings involving port companies are preserved and can be continued by or against the transferee (ss 22-23 for Corporation transfers; ss 27-28 for Crown transfers). Parties are not entitled to terminate or claim remedies solely because of the statutory transfer (ss 23(3), 28(3)). That reduces immediate contract-renegotiation risk but requires parties and their advisers to revisit counterparty information and ensure continuity is properly recorded.
The Crown and the Public Account. The Crown acquires certain specified assets or liabilities where the Minister so notifies (s 25). The Treasurer may lend or provide guarantees or indemnities, and payments under such instruments are made from Parliament-provided monies, i.e. the Public Account (ss 15-16). The Crown is not otherwise liable for corporate liabilities unless a guarantee or indemnity is given (s 13(2)). The statutory tax exemptions for transfer documents (ss 20(4), 25(10)) reduce fiscal incidence on the transfers.
The Minister and Treasurer. The Minister has decisive powers to set the transfer day (s 5), determine which assets become Crown property (s 25) and make final determinations on disputes under s 25(7)-(8). The Treasurer is a member of the Corporation (s 8) and controls fiscal supports: loans, guarantees and Treasurer’s Instructions (ss 15-16, 29). Where the Minister and Treasurer are the same person, the Treasurer must nominate another Minister to be a member (s 8(2)).
Parliament and public oversight bodies. Parliament receives material: governing documents, financial statements and directors’ reports must be laid before each House within set timeframes (s 14). Members must cause statements of expectations to be tabled (s 13A(7)); directions and certain objections must be tabled or published in specified ways (ss 13C(3)(c), 13D(1)). The Minister is required to table advice if the Corporation advises a transfer would render it insolvent (s 25(5)). These obligations create parliamentary visibility and potential political accountability.
Third parties affected by Treasurer’s Instructions and GBE regime. Because the Corporation and subsidiaries are treated under the Government Business Enterprises Act regimes (s 17-18, s 29), the norms, compliance burdens and cost-recovery expectations set under that Act and the Treasurer’s Instructions will apply, affecting pricing, tax-equivalent payments and sponsorship frameworks (ss 14C, 17-18, 29).
Heads of agencies and public sector entities. If disputes arise on whether an asset or liability has been transferred to the Crown, the Minister may notify the relevant Head of Agency under s 25(7). Many of the Act’s cross-references connect to State Service Act, Public Finance Corporation Act and other state statutes listed in Schedule 1 (see s 35 and Schedule 1).
Incentives and costs are distributed as follows. The Corporation bears operational and financial responsibility for transferred assets and liabilities (s 20(2)), but the Treasurer can shape its balance sheet via loans or guarantees (ss 15-16). The Minister’s power to transfer assets to the Crown and to make final determinations (s 25(2), (7)-(8)) imposes an administrative discretion that affects where fiscal responsibility sits. Employees keep accrued rights but not an entitlement to additional compensation arising from the employer change (s 24(5)). Contracting parties face continuity rather than renegotiation risk, but must monitor the new counterparty’s governance and financial condition post-transfer. Parliament receives enhanced reporting but the Act preserves executive discretion by excluding s 25 notices and the transfer-day notice from being statutory rules (s 5(2), s 25(9)), which affects procedural checks.
Key duties and rights
The Act both imposes duties on corporate actors and bestows particular rights on members, the Corporation and the Crown. The obligations cover governance, reporting, decision making and statutory protections for stakeholders.
Duties of the Board and Corporation
Principal-objective duty. The Corporation must have in its constitution the principal objectives specified in s 6 (s 7(1)). The Board must ensure directors have necessary experience and skills and that the Board is appointed in accordance with the constitution (s 12(1)-(2)).
Reporting and disclosure duties. The Board must provide the Minister with the Corporation’s constitution, each subsidiary’s constitution and any amendments, and each financial statement, directors’ report and auditor’s report in its possession (s 14(1)). The Minister must cause those documents to be laid before each House within seven sitting-days after receipt (s 14(2)). The Board must prepare a mid-year performance report and publish it online within seven days of giving it to the members (s 14A(1)-(3)). The Board must publish sponsorship frameworks and keep them on the Corporation’s website where reasonably practicable (s 14C(1), (4)). The Board must include in its annual report details of directions given to the Board or subsidiary boards, subject to confidentiality carve-outs (s 13D(5)).
Statement of corporate intent (SCI). Before each financial year the Board must prepare an SCI that relates to the Corporation and its subsidiaries, is consistent with the statement of expectations and any directions, conforms to Treasurer’s Instructions, and is provided to the members by the statutory deadline unless extended by members (s 13F(2)-(4)). The SCI must be published while in force (s 13F(6)) and the Board may amend or substitute it with members’ approval (ss 13F(7)-(8)).
Notification duties for adverse circumstances. The Board must notify the members, in writing, of any development that may prevent or significantly affect achievement of governing documents’ objectives, significantly affect financial viability, or affect the Corporation’s ability to comply with directions (s 14B(2)-(3)).
Compliance with Treasurer’s Instructions. The Corporation and subsidiaries must comply with all relevant Treasurer’s Instructions unless exempted under s 29(5).
Rights and powers of members (Minister and Treasurer)
Appointment and composition. Members appoint the Board in accordance with the constitution and must ensure a suitably skilled Board is in place (s 12(1)-(2)). If one person holds both Minister and Treasurer offices, the Treasurer must nominate another Minister to be a member (s 8(2)).
Direction power. Members may issue directions to the Corporation and wholly-owned subsidiaries (s 13B(1)). Before issuing a direction, members must notify the Corporation in writing of the intended direction and give a period for the Corporation to provide information (s 13B(2)). Directions must be signed and dated by each member and given to the Board; they take effect when delivered or on a later date as specified (s 13B(5)-(6)). Directions may override the constitution, statements of expectations, SCIs and Treasurer’s Instructions, subject to the statutory prohibition on directions that would contravene this Act or other Acts (s 13B(3)(a)-(b)). Members may amend or revoke a direction at any time and must give written notice of the amendment or revocation (s 13B(4)-(5)).
Parliamentary accountability of directions. Members must table directions in each House within seven sitting-days of giving them to the Board (s 13D(1)). Where a board requests non-tabling for confidentiality, tabling may be deferred but a statement that a direction has been given still must be tabled (s 13D(2)-(4)).
Board and subsidiary board rights and protections
Right to object. The Board or a subsidiary board may object in writing within 21 days of receiving a copy of a direction or amendment (s 13C(1)-(2)). Members must within 10 days notify whether they intend to amend or revoke the direction; if the members will not amend, the Minister must cause a copy of the objection to be tabled in Parliament; failure to table renders the direction void (s 13C(3)).
Defence in enforcement proceedings. It is a defence in proceedings for an offence under any Act if the defendant proves the act or omission resulted from complying with a direction given under s 13B (s 13B(8)). That protects directors and staff who comply with lawful directions.
Transfer rights and duties
Vesting on transfer day. On the transfer day assets and liabilities of port companies vest in the Corporation (s 20(2)). The Minister can transfer specified assets or liabilities to the Crown by notice (s 25(2)), and those transfers take effect on the transfer day (s 25(6)). The Minister’s determinations as to disputes about whether particular items transferred to the Crown are final and binding (s 25(8)). Notices under s 25 are not statutory rules (s 25(9)). State tax is not payable in respect of documents prepared to give effect to the transfers or the s 25 notices (ss 20(4), 25(10)).
Employee rights
Accrued entitlements and remuneration. Transferred employees are to be employed at not less than the same remuneration and retain accrued entitlements as if employment continued, and may claim those entitlements against the Corporation (s 24(5)(a)-(c)). However, transferred employees are not entitled to compensation for the change of employer or role that results from the transfer (s 24(5)(d)). Contracts of employment generally continue to have effect (s 24(6)) and periods of service are treated as service with the Corporation (s 24(7)).
Financial supports and conditioning rights
Loans, guarantees and conditions. The Treasurer may lend to the Corporation or subsidiaries out of Parliament-provided monies on conditions determined by the Treasurer (s 15). The Treasurer may give guarantees or indemnities on written request and subject to conditions specified by the Treasurer (s 16(1)-(2)). Payments under these instruments are from Parliament-provided monies (s 16(3)). Guarantee-fee and tax-equivalent regimes apply per the Government Business Enterprises Act provisions incorporated into this Act (ss 17-18).
Other statutory rights and constraints
Share disposal constraint. Members cannot dispose of shares in the Corporation unless a motion is approved by at least two-thirds of the members of each House of Parliament (s 11(1)). Members cannot vote to issue shares or options except in certain pro rata circumstances (s 11(3)).
Application of Corporations Act. Where this Act cannot operate concurrently with the Corporations Act, this Act is declared to displace conflicting Corporations Act provisions to the extent necessary (s 29A).
Together, these duties and rights structure a governance regime where the executive retains robust direction and fiscal levers, the Board retains procedural rights and reporting obligations, employees transfer with statutory protections, and continuity of contractual and litigation positions is legally secured.
Penalties and enforcement
The Act primarily operates through statutory duties, continuity provisions, governance reporting requirements and fiscal instruments rather than by an extensive schedule of criminal penalties. The enforcement architecture interposes executive control, parliamentary tabling obligations and continuity protections that have operational enforcement consequences.
Direct penalties in the Act
The text supplied does not create explicit criminal offences or monetary penalties tied to non-compliance in the way many regulatory statutes do. The Act instead relies on compliance obligations, contractual continuity rules, fiscal conditions and public-accountability mechanisms (ss 13B-13F, 14-14B, 15-18, 29). The absence of enumerated penal sanctions in the provided text means enforcement will largely be administrative, contractual and, where relevant, civil rather than criminal, unless other Acts provide penal consequences for related conduct.
Administrative and contractual enforcement mechanisms
Compliance with directions. The members’ directions are statutory and the Corporation and wholly-owned subsidiaries must comply with them (s 13B(7)). A direction takes effect on delivery (s 13B(6)), and the Board must notify the members of progress in complying with a direction at intervals specified in the direction and when compliance is complete (s 13E). Failure to comply with a lawful direction can expose the Corporation to administrative consequences including potential removal of officers, reputational cost and financial consequences under the Corporation’s own governance and the Treasurer’s instrument conditions. Moreover, s 13B(8) creates a statutory defence in proceedings for an offence if the act or omission was a result of complying with a direction, which shifts enforcement nuances in prosecutions.
Parliamentary tabling obligations. The members and Minister must table statements and documents in each House of Parliament within prescribed sitting-day timeframes (s 13A(7), s 13D(1), s 14(2), s 25(5)). Failure to table can have political consequences and, in the context of an objection to a direction, renders the direction void if the Minister fails to table a copy of a board’s objection as required (s 13C(3)(c)).
Financial conditioning and contractual remedies. Financial supports (loans, guarantees, indemnities) are subject to conditions set by the Treasurer (ss 15(2), 16(2)). Breach of those conditions will engage the legal instruments under which money is lent or guaranteed and may give rise to repayment obligations, enforcement by the Treasurer and fiscal consequences for the Corporation, including repayment into the Public Account (s 15(3) clarifies debt repayable by the Corporation into the Public Account).
Continuity of proceedings and judgments. The Act preserves the ability to enforce judgments, continue proceedings and institute new proceedings against the transferee (Corporation or Crown) (ss 22(2)(c), 27(2)(c)). This preserves creditors’ remedies and provides a civil enforcement route.
Finality and limits on review
Minister’s determinations. The Minister’s determinations under s 25(7) about whether an asset or liability is transferred to the Crown are declared final and binding on the port company, the Corporation and the Crown (s 25(8)). The Act thus places statutory finality on those determinations. The source text does not specify judicial review limits but the statutory language makes determinations final and binding on parties specified.
Tax and fiscal enforcement
Tax-equivalent and guarantee-fee regimes. The application of Part 10 and Division 1 Part 11 of the Government Business Enterprises Act 1995 is imposed on the Corporation and subsidiaries in relation to tax equivalents and guarantee fees respectively (ss 18, 17). Those regimes include their own enforcement processes, assessments and consequences under that Act. The Act preserves the mechanism for the Treasurer to levy guarantee fees or tax-equivalent assessments under the GBE Act, which creates an enforcement channel through public finance instruments.
Regulatory and compliance pathways
Treasurer’s Instructions. The Corporation and subsidiaries must comply with Treasurer’s Instructions and the Treasurer may exempt them (s 29(4)-(5)). Non-compliance with Treasurer’s Instructions could have administrative consequences and may be enforced through the Treasury or conditions attached to loans and guarantees.
Reporting and publication obligations. Failure to provide required documents or publish required reports, SCIs, sponsorship frameworks and mid-year reports undermines statutory accountability and may be treated as governance failures subject to ministerial and parliamentary response. The Act specifies timelines for provision and tabling which create compliance obligations (ss 13F, 14, 14A, 14C).
In summary, the Act’s enforcement is predominantly administrative, contractual and fiscal, with finality attached to certain ministerial decisions and parliamentary tabling required to create public visibility. There are statutory defences for officers complying with directions (s 13B(8)), and fiscal instruments and the Government Business Enterprises Act provide additional enforcement and compliance backstops. The Act itself does not set out an extensive catalogue of criminal penalties; civil remedies, fiscal conditions and parliamentary accountability are the primary levers.
How it interacts with other laws
The Act explicitly interfaces with several other state statutes and the Corporations Act and imports parts of the Government Business Enterprises regulatory regime. These interactions allocate responsibilities, preserve continuity and determine precedence.
Corporations Act. The Corporation is a private company registered under the Corporations Act (s 4). Section 29A expressly declares that where a provision of this Act cannot operate concurrently with the Corporations Act, this Act is a Corporations legislation displacement provision for the purposes of s 5G of the Corporations Act (s 29A). That places this Act in a position to displace conflicting Corporations Act provisions to the extent necessary.
Government Business Enterprises Act 1995. The Act incorporates several elements of the GBE Act. Section 17 applies Division 1 of Part 11 of the GBE Act for guarantee fees to the Corporation and subsidiaries as if the Corporation were a specified GBE. Section 18 applies the tax-equivalent provisions of Part 10 of the GBE Act to the Corporation and subsidiaries. Section 29 adopts Treasurer’s Instructions made under s 114 of the GBE Act and makes those Instructions directly applicable to the Corporation and subsidiaries (s 29(1)-(4)). The Treasurer may issue Instructions specifically in relation to the Corporation (s 29(3)), and may exempt the Corporation or a subsidiary from part or all of a Treasurer’s Instruction (s 29(5)). Those incorporations mean the operational detail, compliance regimes and financial rules under the GBE Act and associated Treasurer’s Instructions will apply to the Corporation.
Financial Agreement Act 1994. Section 19 states that if, under s 5(1) of the Financial Agreement Act 1994, the Treasurer requires the Corporation or a subsidiary to do or refrain from doing anything for the purpose of implementing the Agreement, the Corporation or subsidiary must comply. This creates a route by which national or intergovernmental financial obligations may bind the Corporation.
Tasmanian Public Finance Corporation Act 1985. Section 13(2) makes the Crown’s non-liability for corporate obligations subject to exceptions where a guarantee is given by the Treasurer under s 16 or a guarantee is given under the Public Finance Corporation Act. This ties Crown liability to explicit fiscal instruments governed by other Acts.
State Service and Administrative Acts. Section 25(7) requires the Minister to provide written notice of a decision as to whether an asset or liability is transferred to the Crown to the relevant Head of Agency under the State Service Act 2000. Section 34 assigns administration of the Act to a specified Minister and Department until administrative arrangements are made under the Administrative Arrangements Act 1990. Those cross-references connect the Act to executive administrative frameworks.
Rules Publication Act 1953. The Act specifies that the Minister’s determination of transfer day (s 5(1)) and notices under s 25(2) are not statutory rules for the purposes of the Rules Publication Act 1953 (ss 5(2), 25(9)). That excludes those notices from the statutory procedures, oversight and disallowance regimes that apply to published statutory rules under the Rules Publication Act.
Income Tax Assessment Acts. Section 18(3) deals with the balance of any losses of a port company for the purposes of calculating income tax equivalents under the GBE Act and references the Income Tax Assessment Acts of the Commonwealth (s 18(4)). That ties tax-equivalent calculations to federal taxation rules by reference.
Relevant sectoral Acts. Schedule 1 lists Acts for consequential amendments, signalling consequential interaction and amendment needs with the Crown Lands Act 1976, Homes Act 1935, Inland Fisheries Act 1995, Police Offences Act 1935, Self's Point Land Act 1951, Tasmanian Public Finance Corporation Act 1985 and Waterworks Clauses Act 1952 (Schedule 1). Those cross-links reflect property, land use and other regulatory overlays on port assets.
Corporations and contract law continuity. Sections 21-23 and 26-28 provide statutory rules about the construction of documents, continuation of proceedings and contracts so that private law relationships with port companies remain enforceable against the transferee (Corporation or Crown). Those sections interact with the general law of contract and civil procedure to preserve rights of parties.
Treasurers’ Instructions and the Public Account. Treasurer’s Instructions under the GBE regime impose operational rules and reporting requirements; loans, guarantees and indemnities are to be paid out of money provided by Parliament (ss 15(1), 16(3)). Therefore the fiscal mechanics interact with public finance statutes and budget processes.
State tax laws. The Act creates an exemption from State tax for documents prepared to effect transfers and for s 25 notices (ss 20(4), 25(10)), interacting with state tax statutes by displacing their application to specified transfer documents.
The Act therefore operates as a node that imports and applies elements of state public finance and GBE governance frameworks, displaces Corporations Act provisions where necessary, preserves private-law continuity, and connects to administrative and parliamentary oversight mechanisms. Practitioners should map Treasurer’s Instructions, the GBE Act provisions and applicable federal taxation rules to understand fiscal obligations and compliance flows after transfer.
Amendment history
The source text supplied contains several express amendment entries with citation to amending instruments and applied dates. The following is a precis of the amendment history recorded in the text, each tied to the section it amends as shown in the source.
Section 4 (interpretation) amendments. Multiple amendments by No. 18 of 2025, s 63 (applied 01 Jan 2026) inserted new definitions including subsidiary board, transferred asset or liability, Treasurer’s Instructions (cross-referential) and wholly-owned subsidiary (s 4, multiple paragraph notes).
Section 7 (constitution) amendment. A new subsection 7(1A) was inserted by No. 18 of 2025, s 64 (applied 01 Jan 2026), requiring the Corporation to amend its constitution as soon as practicable to include provisions to the effect of Schedule 2.
Section 8 (members) substitution. Section 8 was substituted by No. 18 of 2025, s 65 (applied 01 Jan 2026), setting the Minister and Treasurer as members and providing nomination procedures where both offices are held by one person.
Sections 13A-13F, 13B-13E and related governance inserts. Sections 13A (Members' statement of expectations) was inserted by No. 9 of 2018, s 38 (applied 10 Sep 2018). Sections 13B, 13C, 13D, 13E and 13F, plus sections 14A, 14B and 14C were inserted by No. 18 of 2025, ss 66-67 (applied 01 Jan 2026). These insertions created the modern governance architecture: members’ directions, Board’s rights to object, publication and reporting obligations, SCI, mid-year reporting, adverse-circumstance notification and sponsorship framework requirements.
Section 13(2) substitution. Section 13(2) was substituted by No. 22 of 2023, s 43 (applied 01 Jul 2023), clarifying the Crown’s non-liability for corporate liabilities except where the Treasurer gives a guarantee or an indemnity under s 16 or a guarantee is given under the Tasmanian Public Finance Corporation Act 1985.
Section 11 amendments. Section 11(1) was amended by No. 20 of 2025, s 24 (applied 27 Nov 2025) modifying share disposal rules. Subsection (2) was omitted by the same instrument; the source records the amendment and omission.
Section 15 amendment. Section 15(3) was amended by No. 4 of 2017, Schedule 1 (applied 01 Jul 2019), clarifying that amounts lent and interest are repayable by the Corporation or subsidiary into the Public Account.
Section 16 amendment. Section 16(1), (2) and (4) record amendments by No. 22 of 2023, s 44 (applied 01 Jul 2023), updating the text concerning the Treasurer’s power to guarantee and relevant conditions.
Section 17 substitution. Section 17 was substituted by No. 1 of 2009, Schedule 1 (applied 27 Apr 2009), incorporating Division 1 of Part 11 of the Government Business Enterprises Act for guarantee fees.
Sections 18 and 29 amendments. Section 18 had a subsection omitted by No. 9 of 2018, s 40 (applied 10 Sep 2018). Section 29 had substitution and insertion events by No. 9 of 2018, s 41 (applied 10 Sep 2018) producing the current Treasurer’s Instructions regime and inserting s 29A regarding Corporations Act displacement.
Schedule 2 insertion. Schedule 2 was inserted by No. 18 of 2025, s 68 (applied 01 Jan 2026). Schedule 2 prescribes provisions to be included in the constitution, including director term limits, exceptions for exceptional circumstances, reporting to Parliament when exceptions are used, and conditions for appointment of former CEOs as directors.
Schedule 1 consequential amendments. Section 35 (and Schedule 1) lists the Acts to be consequentially amended but the source provides the list rather than the detailed amending text.
The amendment history in the supplied text shows a significant governance reform package enacted in 2018 and 2023, with a cluster of governance and constitution amendments effected by 2025/2026 legislation. Practitioners should cross-reference each amending Act (as cited in the source text) to obtain the complete legislative history and the precise operative language where the source indicates substitutions, insertions and omissions.
Litigation history
The source text contains no references to judicial decisions, cases or litigation outcomes arising under the Act. The Act itself preserves continuation and enforcement of proceedings and judgments by and against port companies and the transferees (ss 22, 27), but the supplied statutory text does not record any litigation history or case law interpreting its provisions. Therefore, within the confines of the provided source, there are no recorded judicial pronouncements to summarise. Practitioners requiring litigation history will need to consult court databases and subsequent case law, since courts may have addressed issues such as the Minister’s determinations under s 25(7)-(8), the scope of members’ directions, or the operation of continuity provisions in specific disputes.
Gotchas
The Act contains several provisions that are easy to overlook but have concrete implications for practice and risk allocation. The following are source-grounded "gotchas" identified from the Act’s text.
Ministerial notices are not statutory rules. The Minister’s notice determining the transfer day and notices under s 25 are not statutory rules under the Rules Publication Act 1953 (ss 5(2), 25(9)). That means the usual disallowance and scrutiny procedures that apply to statutory rules do not apply to these notices. Practitioners should not assume those notices are subject to the same publication and review requirements as subordinate legislation.
Minister’s determinations are final and binding. The Minister’s determination on whether an asset or liability is transferred to the Crown is expressly final and binding on port companies, the Corporation and the Crown (s 25(8)). That statutory finality restricts the role of internal administrative appeals; judicial review pathways may remain available depending on jurisdictional principles but the Act itself makes the determination “final and binding” for the parties specified.
Directions can override governance documents. Directions by the members can be given even if they are contrary to the constitution, a statement of expectations, a statement of corporate intent, and Treasurer’s Instructions, and the Corporation must comply (s 13B(3)(a), (7)). Directions cannot, however, contravene this Act or other state or Commonwealth Acts (s 13B(3)(b)). This creates a tension: ministers can issue directions that materially change corporate governance decisions, but those directions remain subject to legal limits and parliamentary tabling (ss 13B, 13D, 13C).
Board objection procedure and tabling consequences. A board has 21 days to object to a direction (s 13C(1)). If the members decide not to amend the direction after an objection, the Minister must table the objection in each House within 5 sitting-days; failure to table renders the direction void (s 13C(3)(c)). Practitioners must therefore monitor tabling timeframes closely; a procedural lapse by the Minister can nullify a direction.
Defense where compliance with direction causes offence. The Act provides a statutory defence in proceedings for an offence if the defendant can establish the act or omission was a result of complying with a direction or purported direction (s 13B(8)). That defence shifts the litigation landscape for officers but requires careful factual proof.
Employee protections are limited and chief executive exceptions. Although transferred employees retain remuneration levels and accrued entitlements (s 24(5)(a)-(c)), they are not entitled to compensation for the employer change (s 24(5)(d)). Importantly, a port company CEO is not automatically the Corporation’s CEO (s 24(8)). The Corporation can alter position descriptions by written notice (s 24(9)). These features create potential industrial relations and workforce-management complexities post-transfer.
Share disposal constrained by supermajority parliamentary approval. Members cannot sell or dispose of shares unless a motion approving the sale or disposal is approved by at least two-thirds of the members of each House of Parliament (s 11(1)). That constraint materially limits privatisation options absent high parliamentary support.
State tax exemptions limited to transfer instruments. The exemption from State tax applies to documents prepared to give effect to transfers and to s 25 notices (ss 20(4), 25(10)). This does not necessarily extend to other transactions by the Corporation after transfer, which may be subject to state tax law. Careful drafting is required to ensure the benefits of the exemption are applied only where intended.
Application of GBE rules and Treasurer’s Instructions. The Corporation and subsidiaries are subject to Treasurer’s Instructions and tax-equivalent/guarantee fee regimes as if they were GBEs (ss 17-18, 29). Those instruments can impose ongoing compliance and financial obligations that affect pricing, dividend expectations and fiscal reporting. The Treasurer may also exempt the Corporation from all or part of an Instruction (s 29(5)); reliance on exemption is therefore discretionary.
Minister and Treasurer dual-office contingency. If the Minister and Treasurer are the same person, the Treasurer must nominate another Minister to be a member (s 8(2)). This procedural rule is easily missed but affects who, practically, occupies the members’ statutory rights.
Final effect on port-company directors’ appointments on deregistration. Appointment of a person as a director of a port company is revoked on deregistration under the Corporations Act and appointees are not entitled to compensation for revocation (s 32). That is a blunt legal effect for those holding office at deregistration.
Schedule 2 constraints and exceptional-appointment reporting. Schedule 2 imposes director term limits (generally two full terms) and requires parliamentary tabling where exceptions (a third term or appointment of a former CEO as director) are used (Schedule 2 clauses 1-3). Corporations must amend their constitutions to include those provisions (s 7(1A)). This affects board renewal planning.
These are discrete, statutory features that can materially affect commercial positions, governance planning, industrial relations strategy and litigation risk. Each “gotcha” flows directly from the source text and should be considered in transitional planning and contract drafting.
How to comply
Complying with the Act requires coordinated corporate, legal, HR and public-sector processes. Below is a practical checklist, tied to statutory provisions, to operationalise compliance before and after the transfer day.
Pre-transfer preparations
Identify transfer day and monitor Gazette notices. The Minister determines the transfer day by Gazette notice (s 5(1)). Entities must watch the Gazette to confirm the transfer day since the notice is the operative instrument. Note the notice is not a statutory rule (s 5(2)).
Amend the Corporation’s constitution. As soon as practicable after the commencement of s 7(1A), the Corporation must amend its constitution to include provisions in Schedule 2 (s 7(1A)). Ensure the updated constitution is consistent with the Act (s 7(2)). Provide the Minister with a copy and arrange for tabling as required under s 14.
Prepare Board skills and appointment processes. The members must ensure an appropriately skilled Board is appointed in accordance with the constitution (s 12(1)-(2)). When vacancies arise, the Minister must establish the prescribed panel and follow the panel procedures, allowing for telephone or electronic participation and document-based resolutions (s 12(3)-(9)). Implement a nomination and selection timeline to meet the “3 months before the annual general meeting if practicable” guidance (s 12(3)).
Draft Treasurer’s Instructions mapping. Map existing and anticipated Treasurer’s Instructions under the Government Business Enterprises Act to the Corporation’s operations. The Treasurer’s Instructions apply as if the Corporation were a GBE (s 29(2)-(3)); requests for exemptions are discretionary (s 29(5)). Identify compliance obligations and reporting formats required under the Treasurer’s Instructions.
Review contracts and transition documents. Inventory all contracts that might be affected by transfer and identify whether they relate to Crown assets or liabilities (ss 21-23, 26-28). Because the Act treats contracts not performed as contracts of the Corporation or Crown and prevents termination solely because of transfer (ss 23(2), 23(3), 28(2), 28(3)), prepare notices to counterparties and updates to contract records to reflect the new counterparty and ensure continuity of rights.
HR and employee-transfer planning. Each port company must notify employees that their employment is to be transferred (s 24(3)). The Corporation should prepare notices, confirm remuneration and entitlements, and review existing awards or industrial agreements that might alter the statutory default (s 24(5)(b)). For chief executive officers, note they are not automatically carried across; the Board must appoint any CEO (s 24(8)). Prepare role descriptions and, where position descriptions change, issue written notices as permitted (s 24(9)).
Prepare for s 25 Crown-transfer possibilities. If the Minister might transfer assets or liabilities to the Crown, prepare a list of assets and liabilities that may be subject to a s 25 notice. If the Corporation anticipates insolvency resulting from a s 25 transfer, the Corporation must advise the Minister in writing (s 25(4)); the Minister must then table the advice in each House within five sitting-days (s 25(5)). Have financial models and insolvency contingency plans ready.
Immediate post-transfer actions
Confirm vesting and notify stakeholders. On the transfer day assets and liabilities vest as directed (s 20(2)); ensure corporate registers, titles and security registers are updated. For assets or liabilities transferred to the Crown under s 25, confirm the Minister’s notice and
(b) Port of Launceston Pty. Ltd. (ACN 078 720 108);
(c) Port of Devonport Corporation Pty. Ltd. (ACN 078 720 224);
(d) Burnie Port Corporation Pty. Ltd. (ACN 078 720 279);
principal objectives means the objectives of the Corporation specified in section 6 ;
property means –
(a) any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property; and
(b) money, documents and securities; and
(c) shares in a subsidiary held by a port company; and
(d) any other rights;
right includes any right, power, privilege and immunity, whether actual, contingent or prospective;
subsidiary has the same meaning as in the Corporations Act;
[Section 4 Amended by No. 18 of 2025, s. 63, Applied:01 Jan 2026]subsidiary board, in relation to a subsidiary, means the board of directors for the subsidiary;
transfer day means the day determined by the Minister under section 5 to be the transfer day;
[Section 4 Amended by No. 18 of 2025, s. 63, Applied:01 Jan 2026]transferred asset or liability means an asset that vests in, or a liability that becomes a liability of, the Corporation by the operation of section 20;
[Section 4 Amended by No. 18 of 2025, s. 63, Applied:01 Jan 2026]Treasurer’s Instructions means instructions issued under section 114 of theGovernment Business Enterprises Act 1995 in accordance with section 29 of this Act;
[Section 4 Amended by No. 18 of 2025, s. 63, Applied:01 Jan 2026]wholly-owned subsidiary, in relation to the Corporation, means a subsidiary of the Corporation that falls within the definition of wholly-owned subsidiary, within the meaning of the Corporations Act, in respect of the Corporation.
5 Transfer day
5 Transfer day
(1) The Minister, by notice published in the Gazette, may determine a day to be the transfer day.
(2) A notice under subsection (1) is not a statutory rule for the purposes of the Rules Publication Act 1953 .
Part 2 Tasmanian Ports Corporation Pty. Ltd.
Part 2 Tasmanian Ports Corporation Pty. Ltd.
6 Principal objectives of Corporation
6 Principal objectives of Corporation
The principal objectives of the Corporation are –
(a) to facilitate trade for the benefit of Tasmania; and
(b) to operate its activities in accordance with sound commercial practice.
7 Constitution of Corporation
7 Constitution of Corporation
(1) The constitution of the Corporation is to include the principal objectives of the Corporation.
(1A) [Section 7 Subsection (1A) inserted by No. 18 of 2025, s. 64, Applied:01 Jan 2026] As soon as practicable after the commencement of this subsection, the Corporation is to amend its constitution to include provisions to the effect of the provisions in Schedule 2 .
(2) The provisions of the constitution of the Corporation are to be consistent with this Act.
8 Members of Corporation
8 Members of Corporation
[Section 8 Substituted by No. 18 of 2025, s. 65, Applied:01 Jan 2026]
(1) The members of the Corporation are –
(a) the Minister; and
(b) the Treasurer.
(2) If, at any one time, one person is both the Minister and Treasurer –
(a) the Treasurer must nominate another Minister, being a different person, to be a member of the Corporation; and
(b) a reference in this Act to the Minister is taken to be a reference to the other Minister so nominated; and
(c) a reference in this Act, or any other Act, to the members of the Corporation is taken to include a reference to the other Minister so nominated.
(3) If the Treasurer nominates another Minister as a member of the Corporation, the Treasurer is to notify the Corporation in writing of that fact, as soon as practicable after the Treasurer makes the nomination.
9 Shares
9 Shares
Shares issued to the members of the Corporation are held by the members in trust for the Crown.
10 Consideration for further shares
10 Consideration for further shares
The consideration for any further shares issued to the members of the Corporation after the commencement of this section is to be any one or more of the following as determined by agreement between the Corporation and its members:
(a) any money provided by Parliament for that purpose;
(b) any assets or rights vested in the Corporation under section 20(2) ;
(c) any other consideration as so agreed.
11 Limitation on sale of shares
11 Limitation on sale of shares
(1) [Section 11 Subsection (1) amended by No. 20 of 2025, s. 24, Applied:27 Nov 2025][Section 11 Subsection (1) amended by No. 20 of 2025, s. 24, Applied:27 Nov 2025] The members of the Corporation may not sell or otherwise dispose of the shares in the Corporation held by them unless a motion approving the sale or disposal is approved by at least two-thirds of the members of each House of Parliament.
(2) [Section 11 Subsection (2) omitted by No. 20 of 2025, s. 24, Applied:27 Nov 2025] . . . . . . . .
(3) The members of the Corporation must not vote at a meeting of the shareholders of the Corporation to allow the Corporation to –
(a) offer shares in the Corporation for subscription; or
(b) grant options over unissued shares in the Corporation; or
(c) invite persons to subscribe for shares in the Corporation; or
(d) allot or issue shares in the Corporation on a basis other than to existing shareholders pro rata to their existing shareholdings.
(4) In subsection (3) , a reference to shares includes a reference to shares of a kind specified in section 254A(1) of the Corporations Act.
12 Directors of Corporation
12 Directors of Corporation
(1) The members of the Corporation are to ensure that it has a Board of Directors who have the experience and skills necessary to enable the Corporation to achieve its objectives.
(2) The members of the Corporation are to appoint the Board in accordance with the constitution.
(3) Whenever a vacancy arises on the Board and at least 3 months before the annual general meeting of the Corporation if practicable or, if not practicable, at such other time as the Minister determines, the Minister is to establish a panel consisting of –
(a) the chairperson of the Board; and
(b) the Secretary of the Department; and
(c) the Secretary of the department responsible for the administration of the State Policies and Projects Act 1993 ; and
(d) the Secretary of the department responsible for the administration of the Government Business Enterprises Act 1995 .
(4) The Board may submit to the panel a list of names of persons suitable for appointment as subsequent directors and chairperson of the Board.
(5) The panel is to submit to the members of the Corporation a list of names of persons suitable for appointment as subsequent directors and chairperson of the Board.
(6) The panel may regulate its own proceedings as it considers appropriate, including the calling of, and the conduct of business at, its meetings.
(7) The panel may permit members to participate in a particular meeting or all meetings by telephone, video conference or any other means of communication and a member who participates in a meeting as permitted under this subsection is taken to be present at the meeting.
(8) If that number of members of the panel that constitutes a quorum signs a document containing a statement that they are in favour of a resolution or proposal set out in the document, a resolution or proposal in those terms is taken to have been passed or agreed to at a meeting of the panel on the day on which the document is signed or, if the members do not sign it on the same day, on the day on which the last of the members signs the document.
(9) For the purposes of subsection (8) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more members, is taken to constitute one document.
13 Status of Corporation
13 Status of Corporation
(1) Unless this or any other Act expressly provides otherwise, the Corporation or a subsidiary of the Corporation –
(a) is not, and does not represent, the Crown; and
(b) is not exempt from any rates, tax, duty or other impost under any law merely because the Crown has beneficial ownership of shares in it.
(2) [Section 13 Subsection (2) substituted by No. 22 of 2023, s. 43, Applied:01 Jul 2023] The Crown is not liable for any liability or obligation of the Corporation or subsidiary of the Corporation unless –
(a) the Treasurer gives a guarantee or indemnity under section 16 in relation to that liability or obligation; or
(b) a guarantee is given under the Tasmanian Public Finance Corporation Act 1985 in respect of the Corporation or subsidiary.
13A Members' statement of expectations
13A Members' statement of expectations
[Section 13A Inserted by No. 9 of 2018, s. 38, Applied:10 Sep 2018]
(1) The members are to provide the Board with a statement of expectations.
(2) The statement of expectations is to specify –
(a) the expectations of the members in relation to the strategic priorities of the Corporation; and
(b) the policy expectations of the members for the performance of the Corporation and its subsidiaries.
(3) The members, at any time, may at their own discretion, or on the application of the Board –
(a) amend the statement of expectations; or
(b) revoke the statement of expectations and substitute another statement of expectations.
(4) Before or while preparing a statement of expectations or an amendment to a statement of expectations, the members are to consult with the Board.
(5) A statement of expectations and an amendment to a statement of expectations are to be in writing and signed by each member.
(6) A statement of expectations, or an amendment to a statement of expectations, takes effect on a day specified in it, being a day not earlier than the day on which the statement or amendment is provided to the Corporation.
(7) The Minister must cause a copy of the statement of expectations, or of an amendment to a statement of expectations, to be laid before each House of Parliament within 10 sitting-days after the statement or amendment has been signed as required by subsection (5) .
13B Directions by members
13B Directions by members
[Section 13B Inserted by No. 18 of 2025, s. 66, Applied:01 Jan 2026]
(1) The members may give a direction to the Corporation or a wholly-owned subsidiary of the Corporation.
(2) Before the members give a direction under subsection (1) to the Corporation or a wholly-owned subsidiary of the Corporation, the members are to notify the Corporation or wholly-owned subsidiary in writing that –
(a) the members intend to give the direction on the matter specified in the notification; and
(b) the Corporation or wholly-owned subsidiary has the period specified in the notification to provide information to the members in respect of the specified matter.
(3) A direction given to the Corporation, or a wholly-owned subsidiary, under subsection (1) –
(a) may be given even if the direction is contrary to –
(i) the constitution; or
(ii) a statement of expectations under section 13A in force in respect of the Corporation or subsidiary; or
(iii) the statement of corporate intent under section 13F in force in respect of the Corporation or subsidiary; or
(iv) Treasurer’s Instructions in force in respect of the Corporation or subsidiary; or
(v) if the direction is given to a wholly-owned subsidiary, the
This is an opening excerpt, not the complete document.