Victorian Legislation and Parliamentary Documentsi
Version No. 001
The Shell Company of Australia Limited Act
1963
Act No. 7053/1963
Version as at 18 February 2003
TABLE OF PROVISIONS
Section Page
Short title 3
Definitions 3
Power to Company to become a Victorian Company 3
Identity and continuity of Company to be preserved 5
Company to cease to be subject to Part XI Div. 3 of the
Companies Act 1961 6
SCHEDULE—Amendments and Additions to Memorandum of
Association 7
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ENDNOTES 8
General Information 8
Table of Amendments 9
Explanatory Details 10
Victorian Legislation and Parliamentary Documents1
Version No. 001
The Shell Company of Australia Limited Act
1963
Act No. 7053/1963
Version as at 18 February 2003
An Act to authorize The Shell Company of Australia Limited to
become a Company deemed to be incorporated in Victoria, to
preserve the Identity of the Company so incorporated with The
Shell Company of Australia Limited an Existing Company
within the Meaning of the Companies Act 1948 of the United
Kingdom, and for other purposes.
Preamble
WHEREAS The Shell Company of Australia
Limited (hereinafter referred to as "the Company")
is an existing company within the meaning of the
Companies Act 1948 of the United Kingdom
having been incorporated in England on the
twenty-sixth day of May One thousand nine
hundred and five and is a company limited by
shares:
AND WHEREAS the Company carries on the
business of distributing and selling petroleum
products in Australia:
AND WHEREAS the registered office of the
Company is situate in England:
AND WHEREAS all the issued shares of the
Company are fully paid up:
AND WHEREAS Her Majesty's Treasury,
pursuant to section four hundred and sixty-eight of
the Income Tax Act 1952 of the United Kingdom
have consented to the central management and
control of the Company being transferred from the
United Kingdom to Victoria:
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AND WHEREAS having regard to the fact that the
area of operations of the Company is within
Australia and its Territories certain advantages
would accrue to the Company if the Company was
deemed to be a company incorporated under the
Companies Act 1961:
AND WHEREAS no procedure exists whereby the
Company can be deemed to be a company
incorporated under the Companies Act 1961:
AND WHEREAS procedure by way of winding up
and dissolution of the Company and the transfer or
sale of assets to a new company incorporated in
Victoria would involve loss of the identity of the
Company and the disturbance of its financial
structure and interfere with the continuity of its
operations with considerable attendant expense:
AND WHEREAS it is desirable that the Company
should be enabled to become a company
incorporated under the Companies Act 1961
without any such loss of identity disturbance or
interference:
AND WHEREAS the directors of the Company
are promoting a Private Bill in the Parliament of
the United Kingdom to authorize the Company to
become a company deemed to be incorporated
under the Companies Act 1961:
AND WHEREAS it is expedient that such
provisions should be enacted for the purpose of
attaining the above-mentioned objects as are in this
Act contained:
AND WHEREAS the objects of this Act cannot be
attained without the authority of Parliament:
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
Preamble
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The Shell Company of Australia Limited Act 1963
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Short title
This Act may be cited as The Shell Company of
Australia Limited Act 1963.
Definitions
In this Act unless the context or subject-matter
otherwise requires—
"the Companies Act 1948" means the
Companies Act 1948 of the United
Kingdom;
"the Companies Act 1961" means the
Companies Act 1961 of Victoria;
"the Company" means The Shell Company of
Australia Limited an existing company
within the meaning of the Companies Act
1948;
"date of assumption" means the date of delivery
by the Company to the Registrar of
documents pursuant to section three of this
Act;
"the Registrar" means the Registrar of
Companies.
Power to Company to become a Victorian Company
(1) At any time after the Company has been
authorized by the law of the United Kingdom to
transfer its registered office from England to a
place in Victoria the Company may deliver to the
Registrar (who shall retain and register the same)
the documents referred to in the next succeeding
sub-section and thereupon—
(a) the Company shall be deemed to be a
company limited by shares incorporated
under the Companies Act 1961;
(b) the Registrar shall issue a certificate of
incorporation accordingly;
s. 1
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(c) the certificate of incorporation shall be
conclusive evidence that the requirements of
this section of this Act have been complied
with and that the Company is for all
purposes deemed to be incorporated as a
company under the Companies Act 1961;
and
(d) the Companies Act 1961 shall apply to the
Company as if the date of assumption were
the date of incorporation.
(2) The documents to be lodged with the Registrar
shall be—
(a) a copy of the Act of the United Kingdom
authorizing the Company to transfer its
registered office from England to a place in
Victoria;
(b) a notice of the situation of its registered
office in Victoria;
(c) a copy of the memorandum of association of
the Company, which on and from the date of
assumption shall be in the form as already
registered under section three hundred and
forty-six of the Companies Act 1961 as
amended from time to time by special
resolution of the Company and subject also
to the amendments and additions specified in
the Schedule to this Act;
(d) a copy of the articles of association of the
Company in such form as the Company,
prior to the date of assumption, shall have
adopted as its articles of association to take
effect on and from the date of assumption;
s. 3
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(e) a statement specifying—
(i) the nominal share capital of the
Company in Australian currency and
the number and classes of shares into
which it is divided; and
(ii) the number of shares issued and the
amount paid on each share.
(3) The documents required to be lodged under the
last preceding sub-section shall be verified by
statutory declaration of any two or more directors
of the Company.
(4) On the lodging with the Registrar of the
documents referred to in sub-section (2) of this
section there shall be paid to the Registrar a fee of
One hundred pounds but no other fee shall be
payable by the Company in connexion with the
Company becoming a company deemed to be
incorporated under the Companies Act 1961.
4. Identity and continuity of Company to be preserved
(1) The Shell Company of Australia Limited as
deemed to be incorporated under the Companies
Act 1961 shall for all purposes be and be deemed
to be the same company as the Company existing
under the Companies Act 1948 and the continuity
status and operation of the Company shall not in
any way be affected nor shall any property powers
rights authorities duties functions liabilities or
obligations of the Company or any legal or other
proceedings instituted or to be instituted by or
against the Company be affected.
(2) Without limiting the generality of the foregoing
provisions of this section it is hereby declared that
section fifty and sub-section (2) of section fifty-
two of the Companies Act 1961 do not apply to
the Shell Company of Australia Limited.
s. 4
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5. Company to cease to be subject to Part XI Div. 3 of
the Companies Act 1961
On the issue of a certificate of incorporation by
the Registrar pursuant to this Act the Company
shall cease to be a company registered under
Division three of Part XI of the Companies Act
1961 and the provisions of that Division shall
cease to apply to the Company and the
Companies Act 1961 shall apply to the Company
in all respects as if it had been a company
originally incorporated in Victoria.
s. 5
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SCHEDULE
AMENDMENTS AND ADDITIONS TO MEMORANDUM OF
ASSOCIATION
Provisions to
be amended Amendment
Heading For the words "THE COMPANIES ACTS, 1862 to 1900"
there shall be substituted the words "THE COMPANIES
ACT 1961"
Clause 2 For the word "England" there shall be substituted the
word "Victoria"
Clause 3 In paragraph (o) of the clause for the words "in any British
Colony or any foreign country" there shall be substituted
the words "in any part of the world"
Clause 5 The following new clause shall be substituted—
"The capital of the Company is £15,000,000 divided into
1,200,000 shares of £12 10s. 0d. each".
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ENDNOTES
General Information
The Shell Company of Australia Limited Act 1963 was assented to on
26 November 1963 and came into operation on 26 November 1963.
Endnotes
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2. Table of Amendments
There are no amendments made to The Shell Company of Australia
Limited Act 1963 by Acts and subordinate instruments.
Endnotes
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The Shell Company of Australia Limited Act 1963
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3. Explanatory Details
No entries at date of publication.
Endnotes