Territory Insurance Office (Sale) Act 2014 (Northern Territory)

Mechanically, the Territory Insurance Office (Sale) Act 2014 creates a statutory framework that enables the Northern Territory Government, on behalf of the Territory and the Territory Insurance Office (TIO), to sell parts of TIO’s insurance and banking businesses and to effect transfers of assets, liabilities, instruments, rights and parties to proceedings from the vendor(s) to a purchaser by administrative order. The Act authorises sale by agreement (s 8(2), s 10(2)), requires the Minister to publish completion dates by Gazette (s 8(4), s 10(4)), and permits the Minister to make transfer orders by Gazette notice to facilitate the sale where the purchaser has agreed (s 14(1)-(2)). Transfer orders have the legal effect of vesting included assets and liabilities in the purchaser, converting instruments that would apply to the vendor so they apply to the purchaser, shifting rights and proceedings, and, if specified, declaring the purchaser to be the successor in law to TIO for the relevant business (s 15, s 16, s 17).

The Act supplies a suite of operational rules that reduce transactional friction. It treats statutory registers as having been updated at the time the transfer order takes effect (s 20(1)), relieves parties from giving repeated notices by providing a single newspaper notice can satisfy notification obligations (s 21), and continues prior acts in the name of the purchaser once the transfer has taken effect (s 23). The Act also immunises actions done under it from constituting contraventions of other laws or breaches of confidence or professional codes (s 26), and from constituting breaches of instruments or conditions that would permit termination, enforcement or release under those instruments (s 27(1)-(2)). At the same time the Act preserves the Crown’s obligations in relation to acquisitions on just terms: where the operation of the Act would otherwise acquire property otherwise than on just terms, affected persons are entitled to compensation and may bring the matter before a court (s 35).

NORTHERN TERRITORY OF AUSTRALIA TERRITORY INSURANCE OFFICE (SALE) ACT 2014 As in force at 1 January 2015 Table of provisions Part 1 Preliminary matters 1 Short title ......................................................................................... 1 2 Commencement .............................................................................. 1 3 Definitions ........................................................................................ 1 4 Meaning of instrument applies to a person ...................................... 4 5 Meaning of done under this Act ....................................................... 4 6 Act binds Crown .............................................................................. 4 7 Extra-territorial operation of Act ....................................................... 4 Part 2 Sale of TIO businesses 8 Sale of insurance business .............................................................. 5 9 Management of MAC business........................................................ 5 10 Sale of banking business ................................................................. 5 11 Proceeds ......................................................................................... 6 12 Powers of Minister, TIO etc. ............................................................ 7 Part 3 Statutory transfer to facilitate sale 13 Application of Part ........................................................................... 8 14 Minister may make transfer order .................................................... 8 15 Content of transfer order ................................................................. 9 16 Provisions required in transfer order if purchaser to be successor ...................................................................................... 11 17 Effect of transfer order ................................................................... 12 18 Preconditions ................................................................................. 13 19 Completion of necessary transactions ........................................... 13 20 Registration of transfer .................................................................. 13 21 Notice of transfer ........................................................................... 14 22 Change of parties to proceedings .................................................. 14 23 General transitional provision following transfer order ................... 15 24 Remedial transfer order – wrong pocket corrections ..................... 17 25 Reversal of transfer order – failure to complete sale ..................... 18 Part 4 Effect of things done under Act 26 Contravention of laws, civil wrongs, etc. ........................................ 19 27 Instruments .................................................................................... 19 28 Joint ownership and joint liability ................................................... 20 29 Compensation not payable ............................................................ 20

Territory Insurance Office (Sale) Act 2014 ii 30 Territory fees ................................................................................. 20 Part 5 Miscellaneous matters 31 Lists to be available to interested persons ..................................... 21 32 Certificate that thing done under Act ............................................. 21 33 Cessation of statutory guarantees ................................................. 21 34 Procurement Act 1995 not to apply ............................................... 21 35 Acquisition on just terms ................................................................ 22 36 Regulations.................................................................................... 22 ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 1 January 2015

TERRITORY INSURANCE OFFICE (SALE) ACT 2014 An Act to facilitate the sale of part of the business of the Territory Insurance Office, and for related purposes Part 1 Preliminary matters 1 Short title This Act may be cited as the Territory Insurance Office (Sale) Act 2014. 2 Commencement (1) This Act, other than Part 6, Divisions 1 to 3, commences on the day on which the Administrator's assent to the Act is declared. (2) If the banking sale date is before the insurance sale date, then Part 6, Division 1 commences on the banking sale date. (3) Part 6, Division 2 commences on the day fixed by the Administrator by Gazette notice. (4) Part 6, Division 3 commences on the insurance sale date. 3 Definitions In this Act: apply, for an instrument in relation to a person, see section 4. asset includes: (a) a legal or equitable interest of any kind (whether present or future and whether vested or contingent) in property of any kind (whether real or personal and whether tangible or intangible); and (b) a right of any kind; and (c) goodwill; and

Part 1 Preliminary matters Territory Insurance Office (Sale) Act 2014 2 (d) documents and information. banking business means the part of TIO's business that relates to banking (including the management of the Homestart NT scheme). banking sale agreement, see section 10(2). banking sale date, see section 10(4). done under this Act, see section 5. instrument means a document (other than an Act or subordinate legislation but including any other statutory instrument) that: (a) creates, evidences, modifies or extinguishes an asset, liability or right of any kind; or (b) constitutes an offer that, if accepted, will create, evidence, modify or extinguish an asset, liability or right of any kind. Examples for definition instrument 1 For paragraph (a) – a contract or other agreement to which TIO is a party, or an undertaking given by TIO. 2 For paragraph (b) – an insurance application form filled in by a potential insured and sent to TIO which, if accepted by TIO, will create a contract of insurance. insurance business means the part of TIO's business that relates to insurance, excluding the MAC business. insurance sale agreement, see section 8(2). insurance sale date, see section 8(4). liability means a liability, duty or obligation of any kind (whether present or future, whether vested or contingent and whether created expressly or arising by implication from conduct) that: (a) is legally enforceable; or (b) is of a kind that would customarily be discharged or performed in the ordinary course of carrying on the business of insurance or banking. Example for definition liability, paragraph (b) An obligation to honour a claim made on an insurance policy if the claim is lodged late but within a customarily recognised grace period.

Part 1 Preliminary matters Territory Insurance Office (Sale) Act 2014 3 MAC business means the part of TIO's business that relates to: (a) administering the scheme of compensation established by the Motor Accidents (Compensation) Act 1979; and (b) managing the Motor Accidents (Compensation) Fund established by section 22B of the TIO Act. MACC Act means the Motor Accidents (Compensation) Commission Act 2014. MAC Commission means the Motor Accidents (Compensation) Commission continued under section 5 of the MACC Act. proceedings means proceedings before a court, tribunal or other decision making body or person. purchaser means the purchaser under the insurance sale agreement or banking sale agreement (as the case requires). right means a right, entitlement, permission, immunity or privilege of any kind (whether present or future, whether vested or contingent and whether created expressly or arising by implication from conduct) that: (a) is enforceable or recognised in law or equity; or (b) is of a kind that would customarily be recognised in the ordinary course of carrying on the business of insurance or banking. Example for definition right, paragraph (b) The right of an insurer to accept an application to renew a policy of insurance that is received late but within a customarily recognised grace period, and to renew the policy with retrospective effect. sale of the banking business means the sale of so much of the banking business as is agreed to be sold under section 10. sale of the insurance business means the sale of so much of the insurance business as is agreed to be sold under section 8. TIO means the Territory Insurance Office established under the TIO Act (including that Office as continued as the MAC Commission). TIO Act means the Territory Insurance Office Act 1979. transfer order means an order made under section 14. vendor means either or both of TIO or the Territory.

Part 1 Preliminary matters Territory Insurance Office (Sale) Act 2014 4 4 Meaning of instrument applies to a person An instrument applies to a person if: (a) the person is a party to the instrument; or (b) the instrument was made or given by, to or in favour of the person; or (c) the instrument confers a right or liability on the person; or (d) the instrument refers to the person; or (e) the instrument has any other connection with or application in relation to the person. 5 Meaning of done under this Act A reference in this Act to something done under this Act includes a reference to anything: (a) that is done in the exercise of a power or performance of a function under this Act; or (b) that occurs by operation of a transfer order; or (c) that is effected by, or done under, the insurance sale agreement or banking sale agreement. 6 Act binds Crown This Act binds the Crown in right of the Territory and, to the extent the legislative power of the Legislative Assembly permits, the Crown in all its other capacities. 7 Extra-territorial operation of Act It is the intention of Legislative Assembly that the operation of this Act is to, as far as possible, include operation in relation to the following: (a) things situated in or outside the territorial limits of the Territory; (b) acts, transactions and matters done, entered into or occurring in or outside the territorial limits of the Territory; (c) things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of another jurisdiction.

Part 2 Sale of TIO businesses Territory Insurance Office (Sale) Act 2014 5 Part 2 Sale of TIO businesses 8 Sale of insurance business (1) The Minister may, on behalf of the Territory and TIO, sell all or part of the insurance business. (2) The sale is to be a sale by agreement (the insurance sale agreement) of such of the vendor's assets and liabilities relating to the insurance business as are agreed by the Minister and purchaser. (3) The insurance sale agreement may require the Minister to make one or more transfer orders for the purpose of facilitating the sale. (4) Before completion of the sale, the Minister must declare, by Gazette notice, the time and date when completion of the sale will take place (the insurance sale date). 9 Management of MAC business (1) In conjunction with entering into the insurance sale agreement, the Minister may, on behalf of the MAC Commission (which will be a continuation of TIO), enter into one or more contracts with the purchaser of the insurance business delegating to it any of the powers or functions that the MAC Commission will have under the MACC Act in relation to the MAC business. (2) A contract made under subsection (1) cannot take effect before the insurance sale date. Note for section 9 Section 9 of the MACC Act allows for the delegation of these powers and functions. A contract made under this section will be taken to be a contract between the Commission and purchaser making a delegation under that section. 10 Sale of banking business (1) The Minister may, on behalf of the Territory and TIO, sell all or part of the banking business. (2) The sale is to be a sale by agreement (the banking sale agreement) of such of the vendor's assets and liabilities relating to the banking business as are agreed by the Minister and purchaser. (3) The banking sale agreement may require the Minister to make one or more transfer orders for the purpose of facilitating the sale.

Part 2 Sale of TIO businesses Territory Insurance Office (Sale) Act 2014 6 (4) Before completion of the sale, the Minister must declare, by Gazette notice, the time and date when completion of the sale will take place (the banking sale date). 11 Proceeds (1) The proceeds: (a) belong to, and are payable to, the Territory; and (b) are to be paid into the Central Holding Authority. (2) If so directed by the Treasurer, the following amounts are to be deducted from the proceeds before they are paid under subsection (1)(b): (a) amounts, determined by the Treasurer, to repay debt, or satisfy other liabilities, of TIO or the Territory in relation to the insurance business or the banking business; (b) for the proceeds of the sale of the banking business – amounts, determined by the Treasurer, to be paid to TIO to enable it to perform its functions in relation to the residual banking business (as defined in section 3 of the TIO Act or section 31 of the MACC Act, as the case requires); (c) amounts, determined by the Treasurer, to pay (or to reimburse TIO or an Agency for the payment of): (i) any tax, duty, charge or fee payable in relation to anything done under this Act; or (ii) other expenses reasonably incurred in relation to anything done under this Act. (3) An amount paid to TIO under subsection (2)(b): (a) if it is paid before the insurance sale date – must be credited to the account mentioned in section 23(3A) of the TIO Act; or (b) otherwise – forms part of the moneys of the MAC Commission in relation to the MACC banking business as mentioned in section 34 of the MACC Act. (4) In this section: proceeds means: (a) the proceeds of the sale of the insurance business; and

Part 2 Sale of TIO businesses Territory Insurance Office (Sale) Act 2014 7 (b) any amount payable by the purchaser of the insurance business as consideration for Minister entering into a contract under section 9; and (c) the proceeds of the sale of the banking business. 12 Powers of Minister, TIO etc. (1) The Minister may do anything necessary or convenient to be done for the purpose of exercising a power under this Act. (2) Without limiting subsection (1), in relation to the sale of the insurance business or the sale of the banking business the Minister may do anything necessary or convenient to be done: (a) to facilitate the sale of the insurance business or the sale of the banking business; or (b) to ensure the orderly sale of the business; or (c) in consequence of, or incidental to, that sale. (3) The Minister may, in writing, direct TIO to do anything necessary or convenient to be done: (a) to facilitate the sale of the insurance business or the sale of the banking business; or (b) to ensure the orderly sale of the business; or (c) in consequence of, or incidental to, that sale. (4) TIO: (a) must comply with any direction given under subsection (3); and (b) may do anything necessary or convenient to be done for the purpose of enabling the Minister to exercise a power under this Act. (5) Any preparatory action taken by the Minister or TIO before the commencement of this section (including before the enactment of this Act) is taken to be, and always to have been, as valid as it would have been had this Act been in force at the time the action was taken.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 8 (6) In this section: preparatory action means anything done, or authorised to be done, (including the execution by the Minister of an insurance sale agreement or banking sale agreement) in contemplation of, or preparation for, the Minister exercising a power of a kind conferred by this Act. TIO includes the following: (a) the Board (as defined in section 9(1) of the TIO Act); (b) a member (as defined in section 3 of the TIO Act); (c) the Chief Executive Officer (as defined in section 3 of the TIO Act); (d) a member of the staff of TIO; (e) after the commencement of the MACC Act – each of the following (as defined in section 3 of that Act): (i) the Commission; (ii) the Commissioner; (iii) any Associate Commissioner. Part 3 Statutory transfer to facilitate sale 13 Application of Part This Part applies: (a) in relation to the insurance business – if the insurance sale agreement requires the Minister to make one or more transfer orders; and (b) in relation to the banking business – if the banking sale agreement requires the Minister to make one or more transfer orders. 14 Minister may make transfer order (1) The Minister may, by Gazette notice, make one or more orders under this section for the purpose of facilitating the sale of the insurance business or the sale of the banking business (as the case requires).

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 9 (2) However, the Minister must not make a transfer order unless the purchaser has agreed to the order being made. 15 Content of transfer order (1) A transfer order may do one or more of the following: (a) provide that the purchaser is the successor in law of TIO to the extent of so much of the insurance business or banking business as is specified in the order; (b) provide that all or part of an asset or liability of the vendor: (i) ceases to be an asset or liability of the vendor; and (ii) becomes an asset or liability of the purchaser; (c) in relation to an instrument that would, apart from the order, apply to the vendor, provide that the instrument becomes an instrument that: (i) applies to: (A) the purchaser instead of the vendor; or (B) the purchaser as well as the vendor; or (C) the vendor as if the order had not been made; and (ii) applies to the purchaser or vendor to the extent set out in the order; and (iii) has effect as modified as set out in the order; (d) in relation to proceedings to which, apart from the order, the vendor would be a party, provide that: (i) the purchaser becomes a party to the proceedings in place of the vendor; or (ii) the purchaser becomes a party to the proceedings, as well as the vendor, to the extent set out in the order; or (iii) the vendor continues as a party to the proceedings as if the order had not been made;

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 10 (e) in relation to a right that would, apart from the order, be available to or against the vendor – provide that the right becomes a right that: (i) is available to or against the purchaser instead of the vendor; or (ii) is available to or against the purchaser, as well as the vendor, to the extent set out in the order; or (iii) continues to be available to or against the vendor as if the order had not been made; (f) make provision for matters that are incidental to, or consequential on, the order making provision for a matter mentioned in paragraphs (a) to (e) or section 16; (g) make provision for any other matter in respect of which it is necessary or convenient for provision to be made: (i) to ensure the effective operation of the transfer order in relation to a matter mentioned in paragraphs (a) to (f) or section 16; or (ii) to ensure the orderly sale of the insurance business or the sale of the banking business (as the case requires); or (iii) in consequence of, or incidental to, that sale. Note for subsection (1)(a) If a transfer order provides that the purchaser is to be the successor in law of TIO as mentioned in subsection (1)(a), the transfer order must also include the provisions required by section 16. (2) The order may identify something: (a) by identifying the thing in the order; or (b) by reference to one or more lists of things included in the insurance sale agreement or banking sale agreement. (3) The order, or a list mentioned in subsection (2)(b), may identify things individually or as classes of things. (4) If the order provides for things to be identified by reference to a list, the order may also provide that a matter relating to that thing that subsection (1) or section 16 provides may be set out in the order, may also be set out in the list.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 11 16 Provisions required in transfer order if purchaser to be successor (1) This section applies if a transfer order provides that the purchaser is to be the successor in law of TIO to the extent of all or part of the insurance business or banking business. (2) The transfer order must provide that in consequence of the purchaser becoming the successor in law of TIO: (a) all included assets and included liabilities: (i) cease to be assets or liabilities of the vendor; and (ii) vest in, and become assets or liabilities of, the purchaser; and (b) all included instruments that would, apart from the order, apply to the vendor become instruments that: (i) apply to the purchaser instead of the vendor; and (ii) as so applying, are taken to have been modified as set out in the order; and (c) all included rights that would, apart from the order, be available to or against the vendor: (i) cease to be available to or against the vendor; and (ii) become rights available to or against the purchaser; and (d) in all included proceedings, the purchaser becomes a party to the proceedings in place of the vendor. (3) The transfer order must also provide that, despite the purchaser becoming the successor in law of TIO: (a) all excluded assets remain assets of the vendor; and (b) all excluded liabilities remain liabilities of the vendor; and (c) all excluded instruments continue to apply to the vendor; and (d) all excluded rights continue to be available to or against the vendor; and (e) in all excluded proceedings, the vendor continues to be a party to the proceedings; as if the transfer order had not been made.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 12 (4) The transfer order may provide for any other effect of the purchaser becoming the successor in law of TIO. (5) In this section: excluded, for a thing, means the thing is identified in the transfer order as not being part of the insurance business or banking business in respect of which the purchaser is to become the successor in law of TIO. included, for a thing, means the thing is identified in the transfer order as being part of the insurance business or banking business in respect of which the purchaser is to become the successor in law of TIO. 17 Effect of transfer order (1) A transfer order: (a) takes effect on the date it is made or a later date specified in it; and (b) has effect according to its terms. (2) Anything that occurs by operation of a transfer order has effect: (a) without the need for any separate transfer, conveyance, assignment or novation; and (b) despite anything in any law in force at the time the order is made. (3) If a transfer order provides that a purchaser becomes the successor in law of TIO to the extent of all or part of the insurance business or banking business, that succession has effect as if: (a) the purchaser were a continuation of, and the same legal entity as, TIO to that extent; and (b) TIO had, to that extent, ceased to exist. Note for subsection (3) The body corporate currently called the Territory Insurance Office will continue in existence after the sale of the insurance business and banking business. However, as a result of amendments and repeals to be made by Part 6 and the enactment of the MACC Act: (a) on the insurance sale date, TIO will become the MAC Commission and will cease to have power to conduct the insurance business; and (b) on the banking sale date, TIO will cease to have power to conduct the banking business.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 13 18 Preconditions (1) If, apart from this section, a precondition would have to be satisfied before something that is done by a transfer order could occur, the precondition is taken to have been satisfied unconditionally before the order has effect. (2) However, subsection (1) does not apply in relation to a precondition imposed by the insurance sale agreement or the banking sale agreement. Examples for section 18 1 If notice would otherwise be required to be given before something could be done, the notice is taken to have been given. 2 If the approval of a person would otherwise be required before something could be done, the approval is taken to have been given unconditionally. 19 Completion of necessary transactions (1) This section applies if there is any impediment to a provision of a transfer order having effect (for example, because a matter is governed by a law of another jurisdiction). (2) The purchaser, TIO and the Minister must take all practicable steps to ensure that the effect sought to be achieved by the provision is achieved. 20 Registration of transfer (1) If an asset, liability, instrument or right is affected by a transfer order, any relevant statutory register is taken to have been updated to record the effect of the transfer order when the transfer order had its effect. (2) If a statutory register is taken to have been updated under subsection (1), the relevant registrar: (a) must in fact register the effect of the transfer order if requested in writing to do so by the purchaser or vendor; and (b) may do so even if no such request has been made. (3) On request by the registrar, the purchaser or vendor must give the registrar all documents and information the registrar reasonably needs in order to register the effect of the transfer order.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 14 (4) In this section: register the effect of the transfer order means: (a) to record the documents and information necessary to show the effect of the transfer order; and (b) to take any other action that is appropriate in consequence of the transfer order having had effect. Example for definition register the effect of the transfer order, paragraph (b) If land is transferred it may be appropriate for the Registrar-General to issue a new certificate as to title. registrar means a person who is required or authorised by law to maintain a statutory register. statutory register means a register established under a law to register documents and information relating to, or otherwise record, transactions affecting assets, liabilities, instruments or rights. Examples for definition statutory register 1 The land register under the Land Title Act 2000. 2 The register kept by the Registrar of Motor Vehicles under the Motor Vehicles Act 1949. 21 Notice of transfer (1) This section applies if, as a result of something occurring by operation of a transfer order, the purchaser or vendor incurs an obligation to notify another person of the occurrence of that thing. (2) The obligation is taken to have been met if notice of the sale is published in a newspaper circulating throughout the Territory within 14 days after the thing occurred or any longer period specified in the transfer order. (3) The notice must include a summary of the effect of the insurance sale agreement or banking sale agreement (as the case requires) and transfer order sufficient to inform the person mentioned in subsection (1) of the occurrence of the thing mentioned in that subsection. 22 Change of parties to proceedings (1) This section applies if, by operation of a transfer order, the purchaser becomes a party to proceedings instead of the vendor.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 15 (2) The relevant court officer: (a) must register the effect of the transfer order if requested in writing to do so by a party to the proceedings or the vendor; and (b) may register the effect of the transfer order even if no such request has been made. (3) If evidence would, apart from the transfer order, have been adducible or admissible in the proceedings by, or in relation to, the vendor, then on and after the change of parties, the evidence is adducible or admissible by, or in relation to, the purchaser. (4) The court may make any order that is necessary or convenient to facilitate the change of parties to the proceedings. (5) In this section: court includes a tribunal or other decision making body or person. court officer for a court, means the registrar, clerk or other officer responsible for recording matters relating to proceedings before the court. register the effect of the transfer order means: (a) to record the documents and information necessary to show the effect of the transfer order; and (b) to take any other action that is appropriate in consequence of the transfer order having had effect. 23 General transitional provision following transfer order (1) This section applies if a transfer order has taken effect in relation to the sale of the insurance business or the sale of the banking business. (2) If: (a) before the relevant date, something had been done, or not done, by or in relation to the vendor in connection with an affected thing; and (b) immediately before the relevant date, the thing was of ongoing effect;

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 16 then, on and after the relevant date, the thing is taken to have been done, or not done, by or in relation to the purchaser. Examples for subsection (2) 1 If a person insured under a TIO insurance policy had lodged a claim with TIO the day before the insurance policy is transferred to the purchaser, then after the transfer the claim will be taken to have been lodged with the purchaser. 2 If a law requires TIO to confirm the identity of a person who has applied to open a bank account and before the banking business is transferred to the purchaser TIO took steps to do so by sighting the person's passport and driver's licence, then after the business is transferred those steps will be taken to have been taken by the purchaser. (3) If a document that includes a reference to the vendor in connection with an affected thing was in existence before the relevant date, then on and after the relevant date, the reference is taken to be or include a reference to the purchaser, unless the context otherwise requires. (4) This section does not apply to the extent that the transfer order provides to the contrary. (5) In this section: affected thing means any of the following: (a) if, by operation of the transfer order, the purchaser became the successor in law of TIO – the part of the insurance business or banking business in respect of which the purchaser became the successor in law of TIO; (b) an asset or liability that, by operation of the transfer order, becomes an asset or liability of the purchaser; (c) an instrument that, by operation of the transfer order, applies to the purchaser; (d) a right that, by operation of the transfer order, becomes a right that is available to or against the purchaser; (e) proceedings to which, by operation of the transfer order, the purchaser became a party. relevant date, in relation to an affected thing, is the time and date when, by operation of the relevant transfer order, the thing became an affected thing.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 17 24 Remedial transfer order – wrong pocket corrections (1) This section applies if: (a) a transfer order has taken effect in relation to the sale of the insurance business or the sale of the banking business (the initial order); and (b) the Minister is satisfied that there is an error in the effect of the initial order. (2) The Minister may make another transfer order (a remedial order) under section 14 to rectify the error in the effect of the initial order. (3) However, the Minister must not make a remedial order unless the purchaser has agreed to the order being made. (4) In relation to a remedial order: (a) section 15(1)(a) does not apply; and (b) sections 15 (other than subsection (1)(a)), 22 and 23 apply as if the references in those sections: (i) to the vendor included references to the purchaser; and (ii) to the purchaser included references to the vendor; and (c) in addition to the matters mentioned in section 15(1), the order may make provision for any other matter in respect of which it is necessary or convenient for provision to be made to put any person affected by the initial order into the position the person would have been in had the error in the effect of the initial order not occurred. (5) The Minister cannot make a remedial order more than 12 months after the insurance sale date or banking sale date (as the case requires). (6) A remedial order may have retrospective operation to a day not earlier than the insurance sale date or banking sale date (as the case requires). (7) However, to the extent to which the order has retrospective operation, it does not operate to the disadvantage of a person (other than the purchaser or vendor) by: (a) decreasing the person's rights; or (b) imposing liabilities on the person.

Part 3 Statutory transfer to facilitate sale Territory Insurance Office (Sale) Act 2014 18 (8) For this section, there is an error in the effect of a transfer order if the order: (a) did not provide for something that ought to have been provided for; or (b) provided for something that ought not to have been provided for; or (c) provided for something in a way other than the way in which it ought to have been provided for. (9) In subsection (8), a reference to something that ought to have been provided for, is a reference to something that it was necessary or convenient to provide for, for the purpose mentioned in section 14(1). 25 Reversal of transfer order – failure to complete sale (1) This section applies if: (a) a transfer order has taken effect in relation to the sale of the insurance business or the sale of the banking business (the initial order); and (b) the Minister is satisfied that completion of the sale in accordance with the insurance sale agreement or the banking sale agreement (as the case requires) has not occurred. (2) The Minister may make another transfer order (a reversal order) under section 14 to reverse the effect of the initial order. (3) In relation to a reversal order: (a) sections 15, 22 and 23 apply as if: (i) references in those sections to the vendor were references to the purchaser; and (ii) references in those sections to the purchaser were references to the vendor; and (b) in addition to the matters mentioned in section 15(1), the order may make provision for any other matter in respect of which it is necessary or convenient for provision to be made to put any person affected by the initial order into the position the person would have been in had the initial order not been made. (4) The Minister cannot make a reversal order more than 14 days after the insurance sale date or banking sale date (as the case requires).

Part 4 Effect of things done under Act Territory Insurance Office (Sale) Act 2014 19 (5) A reversal order has retrospective operation to the insurance sale date or banking sale date (as the case requires). (6) However, to the extent to which the order has retrospective operation, it does not operate to the disadvantage of a person (other than the purchaser or vendor) by: (a) decreasing the person's rights; or (b) imposing liabilities on the person. Part 4 Effect of things done under Act 26 Contravention of laws, civil wrongs, etc. Nothing done under this Act constitutes a contravention of any law or a breach of confidence, breach of a professional code, or other civil wrong. 27 Instruments (1) Nothing done under this Act: (a) constitutes a breach of an instrument; or (b) fulfils a condition in an instrument that would do any of the following: (i) allow a person to terminate or modify the operation or effect of the instrument; (ii) allow a person to enforce an obligation or exercise a right under the instrument; (iii) release a person from an obligation under the instrument; (iv) require a person to perform an obligation under the instrument; (v) require money to which the instrument relates to be paid before the money's stated maturity; or (c) constitutes an intervening event for the purposes of an insurance policy or reinsurance policy; or (d) causes an instrument to become void or otherwise unenforceable; or

Part 4 Effect of things done under Act Territory Insurance Office (Sale) Act 2014 20 (e) releases any surety from any of the surety's obligations in relation to an instrument. (2) This section applies despite anything in an instrument. 28 Joint ownership and joint liability (1) This section applies if an asset or liability that is affected by something done under this Act is: (a) an interest in property in which another person also has an interest; or (b) a liability that is owed jointly with another person. (2) Nothing done under this Act severs any joint tenancy or joint liability or in any other way affects the interest or liability of the other person. 29 Compensation not payable (1) No compensation is payable by TIO or the Territory in consequence of anything done under this Act. (2) This section does not apply in relation to compensation payable under a transaction document, to a party to the transaction document in consequence of non-compliance with that or any other transaction document. (3) In this section: compensation includes damages. transaction document means an insurance sale agreement, banking sale agreement, contract made under section 9 or any other agreement or contract entered into in the exercise of a power under this Act in relation to the sale if the banking business or the sale of the insurance business (as the case requires). 30 Territory fees (1) No Territory fees are payable in relation to anything done under this Act. (2) In this section: Territory fee means any fee or charge payable under a law of the Territory, but does not include stamp duty or any other tax.

Part 5 Miscellaneous matters Territory Insurance Office (Sale) Act 2014 21 Part 5 Miscellaneous matters 31 Lists to be available to interested persons (1) This section applies if: (a) a transfer order provides for things to be identified by reference to a list as mentioned in section 15(2)(b); and (b) a person requests a copy of all or part of the list from the Minister. (2) If the Minister is satisfied that the person has a proper interest in having access to the list, the Minister must give the person a copy of so much of the list as relates to the person's interest. (3) Without limiting subsection (2), if the transfer order affects an instrument as mentioned in section 15(1)(c) or 16(2)(b), any person to whom the instrument applies has a proper interest in having access to so much of the list as relates to the instrument. 32 Certificate that thing done under Act A certificate signed by the Treasurer certifying that a specified thing is something that was done under this Act is, for all purposes and in all proceedings, evidence of the matters certified in it. 33 Cessation of statutory guarantees (1) The guarantee provided by the Territory under section 30(1)(a) of the TIO Act as in force immediately before the insurance sale date, ceases on the insurance sale date. (2) The guarantee provided by the Territory under section 30(1)(b) of the TIO Act or section 35 of the MACC Act ceases to apply: (a) in relation to each deposit that is included in the sale of the banking business – on the banking sale date; and (b) in relation to each other deposit – on 31 March 2015. 34 Procurement Act 1995 not to apply The Procurement Act 1995 does not apply in relation to anything done under this Act.

Part 5 Miscellaneous matters Territory Insurance Office (Sale) Act 2014 22 35 Acquisition on just terms If the operation of this Act would, apart from this section, result in an acquisition of property from a person otherwise than on just terms: (a) the person is entitled to receive from the Territory the compensation necessary to ensure the acquisition is on just terms; and (b) a court of competent jurisdiction may decide the amount of compensation or make the orders it considers necessary to ensure the acquisition is on just terms. 36 Regulations The Administrator may make regulations under this Act.

ENDNOTES Territory Insurance Office (Sale) Act 2014 23 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Territory Insurance Office (Sale) Act 2014 (Act No. 41, 2014) Assent date 28 November 2014 Commenced pt 6, divs 1 and 2: nc (exp without commencing); pt 6, div 3: 00:01hrs 1 January 2015 (Gaz S131, 19 December 2014, p 8); rem: 28 November 2014 (s 2) 3 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to: ss 3, 20 and 34. 4 LIST OF AMENDMENTS pt 6 hdg exp No. 41, 2014, s 54 pt 6 div 1 hdg exp No. 41, 2014, s 54 ss 37 – 44 exp No. 41, 2014, s 54 pt 6 div 2 hdg exp No. 41, 2014, s 54 s 45 exp No. 41, 2014, s 54 pt 6 div 3 sdiv 1 hdg exp No. 41, 2014, s 54 s 46 exp No. 41, 2014, s 54 pt 6 div 3 sdiv 2 hdg exp No. 41, 2014, s 54 ss 47 – 52 exp No. 41, 2014, s 54 pt 6 div 3 sdiv 3 hdg exp No. 41, 2014, s 54

ENDNOTES Territory Insurance Office (Sale) Act 2014 24 s 53 exp No. 41, 2014, s 54 pt 6 div 4 hdg exp No. 41, 2014, s 54 s 54 exp No. 41, 2014, s 54 sch 1 – 4 exp No. 41, 2014, s 54

1 Territory Insurance Office (Sale) Act 2014

The Act establishes a narrow set of legal devices and definitions built around the sale and statutory transfer of parts of TIO’s businesses. The core concepts are defined in Part 1 and are operationalised in Parts 2 to 5.

Insurance business and banking business. The Act separates TIO’s operations into an insurance business (excluding the MAC business) and a banking business (which includes management of the Homestart NT scheme) (s 3 definitions: "insurance business", "MAC business", "banking business"). Sales are described as sales of "so much" of these businesses as agreed between vendor and purchaser (s 8(1)-(2), s 10(1)-(2)).
Sale by agreement and sale date. Sales must be effected by agreement (insurance sale agreement, banking sale agreement) (s 8(2), s 10(2)). The Minister must declare the completion time and date by Gazette notice before sale completion (insurance sale date, banking sale date) (s 8(4), s 10(4)).
Transfer order. A transfer order is a statutory instrument made by the Minister by Gazette notice to facilitate the sale, but only if the purchaser has agreed (s 14(1)-(2)). A transfer order can: declare the purchaser to be successor in law to TIO for specified parts of the business (s 15(1)(a)); transfer assets and liabilities to the purchaser (s 15(1)(b)); convert instruments so they apply to the purchaser (s 15(1)(c)); substitute the purchaser into proceedings (s 15(1)(d)); and transfer rights (s 15(1)(e)). The order may identify affected items directly or by reference to lists included in the sale agreement (s 15(2)-(3)).
Successor in law and consequence rules. If the transfer order makes the purchaser successor in law for specified parts of the business, the order must provide for vesting of included assets and liabilities, conversion of instruments, transfer of rights, and substitution in proceedings (s 16(1)-(2)). The order must also make clear which items are excluded (s 16(3)).
Novation without separate instruments. Transfer orders operate without the need for separate conveyance, assignment or novation and operate despite anything in any law (s 17(2)). A purchaser declared successor in law is, for the extent specified, treated as a legal continuation of TIO and as if TIO had ceased to exist to that extent (s 17(3)).
Preconditions and cross-border impediments. Preconditions that would otherwise be required are taken to have been satisfied unconditionally before the transfer order takes effect, except for preconditions imposed in the sale agreements themselves (s 18). If there is any impediment (for example, because of another jurisdiction’s law), the purchaser, TIO and the Minister must take all practicable steps to achieve the intended effect (s 19).
Registration and notice. Statutory registers are taken to have been updated at the time the transfer order takes effect (s 20(1)). Registrars must register the effect on written request and may do so without request (s 20(2)). Where the transfer creates notification obligations, those obligations are taken to be met if a notice is published in a Territory newspaper within 14 days, unless the order specifies a longer period (s 21).
Transitional continuity. Acts done by or in relation to the vendor before the relevant date are taken to have been done by or in relation to the purchaser on and after the relevant date (s 23(2)-(3)). This continues contractual performance and evidentiary applicability post-transfer.
Protective immunities. Actions done under the Act are declared not to constitute breaches of law, breaches of confidence or professional codes, or breaches of instruments, and do not constitute intervening events under insurance or reinsurance policies (s 26-27). Joint tenancies and joint liabilities with third parties are preserved (s 28). Compensation is not payable by TIO or the Territory in consequence of anything done under the Act, except compensation under transaction documents arising from non-compliance (s 29).
Financial and administrative provisions. Sale proceeds belong to the Territory and are payable into the Central Holding Authority (s 11(1)-(b)). The Treasurer can direct deductions for debt repayment, amounts to enable residual business functions, and taxes or expenses (s 11(2)). Territory fees do not apply to anything done under the Act except taxes like stamp duty (s 30).
Limits and safeguards. The Minister may make remedial transfer orders to correct errors within 12 months (s 24), and reversal orders to undo transfers where sale completion fails within 14 days (s 25). The Procurement Act 1995 is excluded with respect to actions taken under this Act (s 34). If acquisition of property otherwise than on just terms would occur, statutory compensation is available and the courts may determine amounts (s 35).

These concepts together create an administrative mechanism that converts negotiated sale terms into immediate legal effect across assets, liabilities, contracts, rights and litigation positions, with registeration, notice and remedial pathways built in.

The Act designates primary decision makers and stakeholders and makes explicit who bears rights and burdens.

The Minister. The Minister for the Territory has central decision power. The Minister may sell the insurance and banking businesses on behalf of the Territory and TIO (s 8(1), s 10(1)), must declare sale dates (s 8(4), s 10(4)), may make transfer orders by Gazette (s 14), and may do “anything necessary or convenient” to exercise powers under the Act (s 12(1)-(2)). The Minister may also direct TIO to act (s 12(3)).
The purchaser. A purchaser under an insurance sale agreement or banking sale agreement must expressly agree to a transfer order before the Minister may make it (s 14(2)). If a transfer order makes the purchaser successor in law, that purchaser acquires included assets, liabilities, instruments and rights, and is substituted into proceedings (s 16(2), s 17). Purchasers bear practical duties after transfer: providing documents to registrars on request (s 20(3)), and cooperating to overcome jurisdictional impediments (s 19).
Territory Insurance Office (TIO) and MAC Commission. TIO is the vendor. After transfers and on dates specified in Part 6 and the MACC Act, the corporate body will continue but with changes to its powers; for example, the MAC Commission will continue TIO’s MAC functions (notes in s 17 and the definitions). TIO must comply with Ministerial directions under s 12(3)-(4) and may enter into delegation contracts under s 9 to have the purchaser perform MAC functions post-sale, where those contracts cannot take effect before the insurance sale date (s 9(1)-(2)).
The Territory and Treasury. Proceeds belong to the Territory and are payable into the Central Holding Authority (s 11(1)-(b)). The Treasurer can direct deductions from proceeds to repay debt, reimburse expenses, and allocate funds to TIO to perform residual functions (s 11(2)). The Treasurer also has power to certify that something was done under the Act; such a certificate is evidence in proceedings (s 32).
Registrars and court officers. Registrars are required to register the effect of a transfer order upon written request and may do so without request (s 20(2)). Court officers must register the effect of transfer orders if requested by a party to proceedings and may do so proactively (s 22(2)). Registrars and court officers are practical gatekeepers for recording the statutory transfers.
Contract counterparties, insured persons, depositors and other third parties. The Act changes who holds rights and obligations under instruments. Where instruments are affected by the transfer order, the instruments are statutorily converted to apply to purchasers (s 15(1)(c), s 16(2)(b)). For instruments that would customarily continue in the ordinary course of business, the transfer does not, by operation of the Act, create a breach or allow termination or enforcement under those instruments (s 27). Insured claimants and depositors are affected by the transfer and by the statutory cessation of certain territory guarantees on set dates (s 33).
Persons with proper interest. The Act creates a procedure for persons with a “proper interest” to obtain copies of lists identifying assets, instruments or liabilities included by reference (s 31). This targets those with direct contractual or legal interests rather than the general public.
Courts. Courts retain a role in determining compensation where acquisition on just terms would otherwise be breached (s 35). Courts also have general power to make orders necessary or convenient to facilitate substitution of parties following a transfer (s 22(4)).

Who pays and who receives. Sale proceeds are paid to the Territory (s 11(1)), but the Treasurer may deduct amounts to repay debt or satisfy liabilities of TIO or the Territory, and to meet taxes and transaction costs (s 11(2)). The purchaser pays consideration under the sale agreement; the Act does not specify price mechanics beyond treatment of proceeds (s 11).

Who decides. The Minister exercises central decision authority (s 8, s 10, s 12, s 14). The purchaser’s consent is a statutory precondition to transfer orders (s 14(2)). Registrars and court officers execute registration obligations on request (s 20(2), s 22(2)). The Treasurer determines deductions from proceeds (s 11(2)) and issues certificates of action under the Act that have evidentiary effect (s 32).

The Act creates duties for governmental actors, purchasers, registrars and others, and clarifies certain rights for affected parties.

Duties of the Minister and TIO

The Minister must publish the sale completion time and date by Gazette before completion (s 8(4), s 10(4)). The Minister may make transfer orders only with the purchaser’s agreement (s 14(2)). The Minister may exercise broad powers to do anything necessary or convenient in connection with the sale (s 12(1)-(2)) and may direct TIO to act to facilitate sale (s 12(3)). Preparatory acts taken before enactment count as valid (s 12(5)). The Minister must make remedial orders where necessary, subject to purchaser agreement and time limits (s 24(2)-(5)), and may make reversal orders where completion has not occurred, subject to time limits (s 25(2)-(4)).

Duties of purchasers

The purchaser must agree to the transfer order for it to be made (s 14(2)). Post-transfer the purchaser inherits included assets, liabilities, rights and instruments as set out in the transfer order (s 16(2), s 17(3)). Purchasers, TIO and Minister must take practicable steps to overcome impediments caused by other jurisdictions’ laws (s 19). A purchaser must provide registrars with documents and information reasonably needed to register the effect of the transfer order on request (s 20(3)). Purchasers should also co-operate with the vendor and Minister in remedial or reversal processes as the Act contemplates substitution and mutual rectification (s 24(4), s 25(3)).

Duties and powers of registrars and court officers

Relevant statutory registrars are taken to have updated registers at the transfer date (s 20(1)) and must in fact register effects on written request (s 20(2)). Registrars may request documents and information from purchaser or vendor (s 20(3)). Court officers must register transfer effects if requested (s 22(2)) and courts may make orders to facilitate change of parties in proceedings (s 22(4)).

Rights preserved and transferred

Rights that would have been available to or against the vendor are converted to rights available to or against the purchaser where the transfer order so provides (s 15(1)(e), s 16(2)(c)). Instruments applying to the vendor can be converted to apply to the purchaser (s 15(1)(c), s 16(2)(b)). Proceedings to which the vendor would, apart from the order, be a party, may have the purchaser substituted as a party (s 15(1)(d), s 16(2)(d), s 22).

Protections and constraints

Actions done under the Act do not constitute contraventions of laws, breaches of confidence or professional codes, or civil wrongs (s 26). They do not constitute breaches of instruments or fulfil conditions that would trigger enforcement, termination, release or other remedies under instruments; the section applies despite anything in an instrument (s 27(1)-(2)). Joint interests and joint liabilities with other persons are not severed or otherwise affected by the transfers (s 28). No general compensation is payable by TIO or the Territory in consequence of anything done under the Act, though compensation payable under transaction documents for non-compliance is preserved (s 29(1)-(3)).

Rights to information and evidence

Persons with a proper interest may request lists that identify things included in a transfer order and the Minister must provide the relevant parts (s 31(1)-(3)). A certificate signed by the Treasurer certifying that a thing was done under the Act is, for all purposes and in all proceedings, evidence of the matters certified (s 32).

Financial and guarantee changes

Sale proceeds are payable to the Territory and are to be paid into the Central Holding Authority (s 11(1)-(b)). The Treasurer may deduct amounts for debt, residual business funding and taxes or expenses (s 11(2)). Certain statutory guarantees provided by the Territory cease on specified dates: the guarantee under TIO Act s 30(1)(a) ceases on the insurance sale date; deposit guarantees under TIO Act s 30(1)(b) or MACC Act s 35 cease in relation to included deposits on the banking sale date and for other deposits on 31 March 2015 (s 33(1)-(2)).

Procedural exceptions

The Procurement Act 1995 does not apply in relation to anything done under this Act (s 34), and Territory fees are not payable in relation to actions under the Act (s 30).

Remedy and recourse

If the Act’s operation would otherwise acquire property otherwise than on just terms, the person affected is entitled to compensation from the Territory and may seek court determination or orders to secure just terms (s 35). Remedial transfer orders to correct errors are available within 12 months and may have retrospective effect not disadvantaging non-purchaser/non-vendor third parties (s 24). Reversal orders are available within 14 days where completion has not occurred (s 25).

The Act does not establish criminal penalties or express civil fines for non-compliance with its provisions. Enforcement and remedies arise from other mechanisms embedded in the Act.

No express criminal or civil penalties. The text contains no express penalty provisions such as fines, imprisonment or administrative penalties for failure to comply with its administrative duties. Instead the Act creates obligations on officials and delegates powers to effect sales and transfers.
Registration and court directions. Operational enforcement is procedural. Registrars and court officers are required to register the effect of transfer orders on request (s 20(2); s 22(2)). Courts may make orders necessary or convenient to facilitate change of parties in proceedings affected by a transfer order (s 22(4)). Failure to comply with registrar or court officer obligations would be addressed under the applicable registrar or court procedural rules, not by specific sanctions in this Act.
Compensation and property acquisition. Where the operation of the Act would otherwise amount to an acquisition of property other than on just terms, the Act gives the affected person a right to compensation from the Territory and to seek court determination of the compensation or orders to ensure just terms (s 35). That is the principal statutory enforcement mechanism protecting property rights. The Act’s s 29(1) provides that no compensation is payable by TIO or the Territory in consequence of anything done under the Act, but s 29(2) preserves compensation claims that are payable under transaction documents for non-compliance with those transaction documents. Thus contractual remedies under the sale documents remain available to transaction parties.
Evidentiary effects. The Treasurer’s certificate that an action was done under the Act is admissible evidence in all proceedings (s 32). That provision affects enforcement by shifting evidentiary burdens in disputes about whether an action was validly done under the Act.
Immunities. The Act confers immunities that reduce the scope for enforcement-based remedies by third parties. Nothing done under the Act constitutes a contravention of law or a breach of confidence or professional code (s 26). Likewise, actions under the Act do not constitute breaches of instruments or fulfil conditions that would permit rights of termination, enforcement or release under instruments and apply despite anything in an instrument (s 27(1)-(2)). These provisions narrow the universe of judicial or contractual remedies available to third parties who might otherwise seek to resist or unwind transfers by alleging breaches of law or contract.
Time-limited remedial and reversal orders. The Act prescribes corrective mechanisms rather than penalties. The Minister may make a remedial transfer order to rectify errors in an initial order within 12 months (s 24(2), s 24(5)) and may make a reversal order within 14 days where completion of the sale has not occurred (s 25(2)-(4)). These orders may have retrospective effect, but not to the disadvantage of persons other than purchaser or vendor (s 24(6)-(7), s 25(5)-(6)).
Regulatory instruments. The Administrator may make regulations under the Act (s 36). Regulations could create procedural requirements, but the Act as supplied contains no regulation-making content that sets out penalties. Any regulatory enforcement would therefore depend on future regulations made under s 36.

In sum, enforcement under this Act is primarily procedural and remedial rather than penal. Rights of affected persons are enforced through compensation in respect of just terms acquisitions (s 35), contractual remedies under transaction documents (s 29(2)), and the courts’ procedural powers to give effect to change of parties (s 22(4)). The Act’s immunities and overrides constrain the availability of legal remedies based on claims of legal breaches or contractual termination triggered by transfers effected under the Act (s 26-27).

The Act is designed to operate across and, in certain respects, override or displace other legal rules for the specific purpose of enabling transfers associated with a sale. The Act itself expressly addresses its interaction with statutes, instruments and registers.

Clause of overriding operation. Transfer orders are given effect “despite anything in any law in force at the time the order is made” (s 17(2)). That gives transfer orders statutory primacy over inconsistent territorial laws and many other legal rules insofar as they would prevent the transfer order achieving its specified effect.
Instruments and contract rights. The Act declares that nothing done under it constitutes a breach of an instrument or fulfils a condition that would permit termination or other enforcement under that instrument (s 27(1)(a)-(b)). This clause applies despite anything in an instrument (s 27(2)). The mechanism neutralises counterparty rights that would otherwise be exercisable on the basis of change of employer, assignment, or similar contractual events.
Statutory registers. The Act treats affected statutory registers as having been updated when the transfer order took effect (s 20(1)). Registrars must in fact register the effect on written request and may do so without request (s 20(2)). The registers covered are statutory registers established under law to register documents and information about assets, liabilities, instruments or rights (s 20(4) definition), for example, land title or motor vehicle registers. This both expedites transfer mechanics and interacts with registrars’ normal duties under other statutes.
Proceedings. Where transfer orders cause the purchaser to become a party to proceedings, the Act ensures evidence previously admissible for the vendor becomes admissible for the purchaser (s 22(3)). Courts may make orders necessary to facilitate the change of parties (s 22(4)). This interacts with civil procedure rules across tribunals and courts; the Act requires those bodies to register and to permit substitution.
External jurisdictions. The Act states an intention of extra-territorial operation as far as possible (s 7). If a provision of a transfer order is impeded because matters are governed by the law of another jurisdiction, the purchaser, TIO and Minister must take all practicable steps to achieve the intended effect (s 19). The Act does not, however, explicitly alter other jurisdictions’ laws. Instead it creates an obligation on the parties to pursue steps to effect the intended outcome notwithstanding foreign-law obstacles.
Procurement and fees. The Procurement Act 1995 does not apply to anything done under this Act (s 34). Likewise, Territory fees are not payable in relation to anything done under this Act, save for taxes such as stamp duty which the Act expressly excludes from the definition of Territory fee (s 30). These carve-outs remove two procedural constraints that would otherwise require tender processes and fee payments under other Territory statutes.
Territory guarantees and related Acts. The Act amends the practical operation of statutory guarantees created under other Territory legislation. The guarantee under s 30(1)(a) of the TIO Act ceases on the insurance sale date and guarantees under TIO Act s 30(1)(b) or MACC Act s 35 cease in relation to included deposits on the banking sale date and in relation to other deposits on 31 March 2015 (s 33). Therefore the Act disapplies or extinguishes the effect of specified guarantees created under prior statutes as of the dates specified.
Acquisition on just terms and constitutional constraints. The Act preserves protection against acquisition without just terms by explicitly creating a remedy for compensation and court determination where the operation of the Act would, apart from s 35, result in an acquisition otherwise than on just terms (s 35). This provision interacts with constitutional and administrative law protections against uncompensated acquisition.
Transaction documents and residual contractual rights. The Act does not extinguish contractual warranties and indemnities negotiated in transaction documents; indeed s 29(2) preserves compensation payable under transaction documents to a party to the transaction document in consequence of non-compliance. That means sale agreements and associated documents remain binding and enforceable subject to those contractual terms, which operate in parallel to the statutory transfer mechanics.
Regulations. The Administrator may make regulations under the Act (s 36). Regulations will interact with the Act’s substantive provisions to add detail, but as at the text provided the Act contains no consequential regulations. Any regulatory overlay would need to be read with the Act to understand full inter-statutory operation.

In sum, the Act is written to work alongside registers and courts while displacing or overriding other statutory, contractual or administrative constraints that would otherwise prevent transfers from taking immediate legal effect. It preserves contractual remedies arising under transaction documents and statutory protections for acquisition on just terms while streamlining procurement, fee and registration barriers.

The source provides limited amendment and commencement history in its endnotes.

Assent and commencement. The Act received assent on 28 November 2014 (Endnotes). The Act commenced in part on various dates: Part 6 Division 3 commenced at 00:01hrs on 1 January 2015 (Gazette S131, 19 December 2014) with other parts and divisions having specific commencement statuses noted as either commenced, not commenced, or expired under s 2 and the endnotes (Endnotes 2).
Part 6 expiries and non-commencements. The endnotes record that Part 6 and its subdivisions were subject to expiry or non-commencement in the reprint notes. The endnotes list multiple provisions in Part 6 that are marked “exp” (expired) and give references to s 54 of Act No. 41, 2014. The schedule listings for Parts and sections reference expiry decisions, indicating that some transitional or contingent provisions were not intended to be permanent or were saved only for particular times.
Formal general amendments. The Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) made general amendments of a formal nature to sections 3, 20 and 34 of this Act, as recorded in Endnotes 3. Those modifications are described as general formal amendments and not substantive policy changes in the endnotes.
List of amendments. Endnotes 4 provides a list of amendments mainly noting expiry of Part 6 subdivisions, listing specific sections and subdivisions as expiring under s 54 of the Act No. 41, 2014. For example, Part 6 Division 1 heading and ss 37-44 are recorded as expired under that provision. The endnotes list multiple sections and schedules as expired.
No other statutory amendments recorded in the source. Apart from the formal amendments referenced and the expiry notes, the reprint does not show additional enacted amendments or subsequent legislative changes in the supplied text.

Readers should therefore treat the Act as having undergone limited formal amendments post-enactment, with particular attention to Part 6 having been drafted with expiry or non-commencement in mind. The Interpretation Legislation Amendment Act 2018 made formal amendments to s 3 (definitions), s 20 (registration of transfer), and s 34 (Procurement Act exclusion), and those are recorded in the official endnotes. The endnotes also supply the Act number, assent date and commencement particulars which are relevant to assessing which operative provisions were in force at particular times. Any further changes or judicial interpretations would not be reflected in the supplied text and must be checked against current consolidated statute and case law.

The supplied statute text contains no reported judicial decisions or litigation history. The Act itself anticipates and channels disputes to courts in certain contexts and supplies evidentiary and remedial mechanisms that will affect litigation if disputes arise.

No cases named in the text. The Act does not cite any judicial decisions, nor does the endnote record any litigation relating to its operation. Accordingly the statutory text alone provides no precedential litigation history to cite.
Statutory routes to court. The Act expressly contemplates court involvement in certain respects. Section 22(4) authorises the court to make any order necessary or convenient to facilitate a change of parties to proceedings following a transfer order. Section 35 expressly preserves a right to compensation and a court forum where the operation of the Act would otherwise result in an acquisition of property otherwise than on just terms; the court of competent jurisdiction may decide the compensation or make orders necessary to ensure acquisitions are on just terms. Section 32 supplies that a Treasurer’s certificate is evidence in all proceedings as to matters it certifies, which will affect evidentiary disputes in litigation concerning whether an act was done under the Act.
Remedial and reversal orders with limits. The Act includes remedial orders to correct errors (s 24) and reversal orders to unwind transfers where completion of sale has not occurred (s 25). These provisions set out statutory mechanisms to rectify or reverse transfers. Time limits are imposed (12 months for remedial orders, 14 days for reversal orders), and those limits will shape any litigation by focusing disputes within those statutory windows.
Evidentiary tilt. The Treasurer’s certificate under s 32 being evidence “for all purposes and in all proceedings” will matter in litigation about whether a particular action occurred under the Act. While the text does not say the certificate is conclusive, it elevates administrative certification as provative evidence.
Immunities and their limits. The Act immunises transfers from claims of contravention of law, breach of confidence, and from constituting breaches of instruments (s 26-27), which reduces the range of causes of action that might succeed in litigation to challenge the transfer. The Act does not, however, remove the remedy of compensation where acquisition without just terms would occur (s 35), nor does it extinguish contractual remedies contained in the transaction documents (s 29(2)).
Practical implication for litigation. If disputes arise concerning registration, substituted parties, or transferred liabilities, courts will be asked to interpret transfer orders, apply s 22, s 23 and s 27, and adjudicate compensation claims under s 35 or contractual claims under the sale agreements. The Act structures litigation by narrowing some avenues of challenge while expressly providing judicial remedies in specified circumstances.

Because there are no reported cases in the supplied text, practitioners wanting litigation precedents must consult court databases and up-to-date consolidated legislation for any post-2015 cases that interpret these provisions.

The Act contains a number of practical traps and particulars that party advisers should watch for in negotiation, implementation and post-sale correction.

Purchaser consent required for transfer orders. The Minister may make a transfer order only if the purchaser has agreed (s 14(2)). This protects purchasers against unilateral statutory transfers but means sale agreements must lock in purchaser consent and specify the lists and scope to be incorporated by reference in the transfer order (s 15(2), s 15(3)).
Preconditions treated as satisfied except where in sale agreements. Section 18(1) unconditionally treats preconditions that would otherwise be required as satisfied before the transfer order takes effect. That can be useful to escape notice or approval requirements but will not override preconditions contained in the sale agreement itself (s 18(2)). Advisers must ensure that all contractual conditions precedent are properly handled in the sale agreement since statutory transfer will not displace those.
Broad immunities but retention of contractual remedies. Sections 26 and 27 shield transfers from claims of contravention, breach of confidence and from constituting breaches of instruments. However, s 29(2) preserves compensation payable under transaction documents for non-compliance. Parties that rely on those contracts for indemnities, warranties and other protections retain contractual recourse. Do not assume statutory immunity cancels contractual enforcement rights for the seller or purchaser.
Transfer orders operate “despite anything in any law” but subject to just terms protection. Section 17(2) gives transfer orders broad overriding effect, but s 35 preserves compensation where property acquisition would otherwise be without just terms. If the transfer effects an acquisition of property rights, expect claims under s 35. The Act does not oust constitutional protections for property acquisition.
Time limits on remedial and reversal orders. The Minister can make remedial orders to correct transfer errors only within 12 months of the relevant sale date (s 24(5)) and reversal orders only within 14 days where completion has not occurred (s 25(4)). If an error is discovered outside those windows, statutory correction mechanisms may be unavailable and parties may need to rely on contractual remedies or ordinary litigation.
Listing identification and access. Transfer orders may identify things by reference to lists in the sale agreements (s 15(2)). Access to those lists is limited to persons with a “proper interest” and the Minister must be satisfied of that proper interest to disclose the list (s 31(1)-(2)). This can impede third parties seeking transparency; advisers should secure necessary disclosures contractually where needed.
Notice by newspaper satisfies notification obligations. Where transfer triggers an obligation to notify another person, that obligation is taken to have been met by publishing a notice in a Territory newspaper within 14 days (or longer if the order specifies) (s 21). That is a low-cost compliance route, but parties (for example, counterparties who rely on specific forms of direct notice) should confirm the sufficiency of this mechanism for their regulatory or contractual contexts.
Registers are treated as updated but registrars must be asked to register. The Act treats statutory registers as having been updated at the transfer time (s 20(1)) and requires registrars to register the effect on request (s 20(2)). Practically, purchasers must ensure written requests and supporting documents are provided so that public records reflect the transfer. Registrars may also require documents and information (s 20(3)).
Exclusion of Procurement Act and Territory fees. The Procurement Act 1995 does not apply to things done under this Act (s 34); Territory fees are not payable in relation to acts under the Act (s 30). Procurement exclusions mean procurement-related challenges are not available for these acts, and the lack of fees reduces transactional cost, but advisers should account for other taxes such as stamp duty which are not excluded (s 30(2)).
Guarantee cessation and depositor risk. Statutory guarantees under prior TIO provisions and the MACC Act cease on specified dates (s 33). This affects the risk profile of insureds and depositors. Parties must check precisely which deposits or policies are “included” in the sale and the timing of guarantee cessation.
Joint ownership and joint liabilities preserved. The Act does not sever joint tenancies or joint liabilities where assets or liabilities are affected (s 28). If an asset is co-owned, the interest of the co-owner is preserved. Do not assume the transfer order can alter co-ownership without co-owner consent.
Treasurer’s certificate as evidence. A Treasurer’s certificate that something was done under the Act is admissible evidence in all proceedings (s 32). It is strong administrative proof but is not stated to be conclusive proof. Parties should maintain transactional documentation to support or contest such certificates where necessary.
Cross-jurisdictional impediments remain practical issues. Although the Act intends extra-territorial effect (s 7) and requires parties to take practicable steps to address impediments (s 19), conflicts with other jurisdictions’ laws may still require formal transfers, filings, or remedial steps outside the Territory. The statutory primacy does not physically change foreign registers without cooperation.

This section sets out practical steps and checklists for the Minister’s office, TIO, purchasers, registrars and affected third parties to implement transfers under the Act.

For the Minister and negotiating team

Ensure purchaser agreement to transfer orders is contractually secured. A transfer order may not be made unless the purchaser has agreed (s 14(2)). The insurance sale agreement and banking sale agreement should set out the intended lists, the form of transfer order and consent mechanisms, and whether the purchaser will be successor in law for specified parts of the business (s 8(2), s 10(2), s 15(2)).
Prepare Gazette notices and declare sale dates in accordance with s 8(4) and s 10(4). The Minister must publish the time and date for completion by Gazette before completion.
Use s 12 powers for preparatory actions. Document preparatory steps and ensure that any earlier preparatory action is recorded, as s 12(5) treats earlier preparatory acts as valid.
If anticipating errors, plan for remedial orders within 12 months and reversal orders within 14 days, and build contractual protections accordingly (s 24, s 25).

For TIO and the vendor

Comply with Ministerial directions under s 12(3)-(4). TIO must follow directions to facilitate sale and may take actions to enable the Minister.
Identify included and excluded assets, liabilities, rights and instruments for the transfer order. If the purchaser is to be successor in law, s 16 requires the order to specify included and excluded items. Ensure lists in the sale agreement are accurate and incorporated by reference where intended (s 15(2)).
Preserve records that show acts were done before transfer dates, to benefit from s 23 transitional continuity and to support evidence if challenged.

For purchasers

Consent formally to the transfer order and provide any documentation necessary for registrars. The purchaser’s written agreement is a statutory precondition (s 14(2)). On request, provide registrars with documents and information reasonably needed to register the transfer effect (s 20(3)).
Review instruments and liabilities identified as included to ensure that indemnities, warranties and purchase price adjustments in the transaction documents cover residual risks and potential claims. s 29(2) preserves compensation claims under transaction documents.
Co-operate with TIO and the Minister to remove cross-jurisdictional impediments where practicable (s 19).

For registrars and court officers

On written request, register the effect of the transfer order and ask requesting parties for documents and information reasonably required (s 20(2)-(3)). Court officers should do the same for proceedings (s 22(2)).
Treat statutory registers as taken to be updated at the transfer order date and effect changes accordingly (s 20(1)).

For third parties and counterparties

If you are a party to an instrument that would be affected by the transfer order, seek access to the relevant list under s 31. Demonstrate a proper interest to the Minister to receive relevant list portions (s 31(1)-(3)).
Note that publication in a Territory newspaper may satisfy notification obligations under s 21. If your rights depend on specific forms of notice, confirm with counsel that newspaper notice suffices, or negotiate contractual protections.
If you have co-ownership or joint liability exposure, confirm that your interest remains unaffected by the transfer per s 28. Contractual consent may be required to change co-ownership.

For legal advisers

Draft sale agreements to identify assets, liabilities, instruments and rights that are to be included or excluded, and to specify lists that can be incorporated in the transfer order (s 15(2)-(3)). Include representations, indemnities and warranties that allocate the risk of any registration or title defects that statutory treatment cannot fix.
Ensure the sale agreement contains arrangements for remedial and reversal scenarios consistent with s 24 and s 25, including timelines and financial holdbacks where appropriate.
Include clauses that reflect Treasurer deductions from proceeds (s 11(2)) so that purchaser expectations on net proceeds and residual funding for TIO are aligned with Treasurer rights to deduct.

For claimants or persons asserting property rights

If you allege an acquisition on less than just terms, pursue compensation under s 35 and seek a court determination. Track statutory time limits for remedial or reversal orders if your claim arises from an error in the transfer order.
Where the Treasurer issues a certificate under s 32, obtain documentary confirmation and be prepared to challenge or supplement the certificate with contemporaneous transactional records if necessary.

Administrative checklist

Confirm purchaser’s written consent to transfer orders.
Prepare transfer orders by Gazette notice and ensure lists are appended or incorporated.
Announce sale date(s) by Gazette notice.
Provide for registration requests and supply registrars with requested documents.
Publish newspaper notice within 14 days to meet notification obligations where relevant.
Retain evidence of pre-transfer acts for s 23 operation.
Monitor time limits: remedial orders within 12 months, reversal orders within 14 days.
Ensure compliance with Treasurer directions on proceeds allocation and retain budgetary documentation for any deductions (s 11(2)).
Advise affected counterparties about cessation of guarantees on relevant dates (s 33) and seek contractual protections where needed.

Following these steps aligns stakeholders with the Act’s procedural framework, secures practical registration and notice outcomes, preserves rights to compensation where constitutionally required, and limits operational surprises deriving from statutory immunities and overrides.

Territory Insurance Office (Sale) Act 2014

Plain English Summary

Deep Dive

What it does

Current sections

Territory Insurance Office (Sale) Act 2014

Source text: opening excerpt

1 Territory Insurance Office (Sale) Act 2014

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply