New South Wales Consolidated Acts

PRESBYTERIAN CHURCH (CORPORATIONS) ACT 1995 - SCHEDULE 2

SCHEDULE 2 – Transfer of assets, rights and liabilities

(Section 13)

1 Definitions

In this Schedule:
"assets" means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money), and includes securities, choses in action and documents.
"conveyance" includes transfer, assignment and assurance.
"instrument" means an instrument (other than this Act) that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order or process of a court.
"liabilities" means all liabilities, debts or obligations (whether present or future and whether vested or contingent).

2 Transfer of certain assets, rights and liabilities to Superannuation Corporation

On the commencement of Division 1 of Part 2 of this Act, all assets vested in the Property Trust on account of the Beneficiary Fund, and the rights and liabilities (if any) of the Property Trust in relation to that Fund, are transferred to the Superannuation Corporation and the following provisions have effect:

(a) those assets vest in the Superannuation Corporation by virtue of this clause and without the need for any conveyance,

(b) those rights and liabilities become the rights and liabilities of the Superannuation Corporation,

(c) all proceedings relating to those assets, rights and liabilities commenced before the transfer by or against the Property Trust and pending immediately before the transfer are taken to be proceedings pending by or against the Superannuation Corporation,

(d) any act, matter or thing relating to those assets, rights and liabilities done or omitted to be done before the transfer by, to or in respect of the Property Trust is (to the extent that that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the Superannuation Corporation,

(e) a reference in any instrument of any kind to the Property Trust (in so far as it relates to those assets, rights and liabilities) is to be read as a reference to the Superannuation Corporation.

3 Transfer of assets, rights and liabilities of unincorporated bodies of the Church

(1) On the day on which a corporation is constituted under Division 2 of Part 2 of this Act, the following provisions have effect:

(a) any assets of the unincorporated body that is incorporated (including those assets vested in the Property Trust in trust for the unincorporated body) vest in the corporation so constituted by virtue of this clause without the need for any conveyance,

(b) the rights and liabilities of the unincorporated body become the rights and liabilities of the corporation so constituted,

(c) all proceedings commenced before that day by or against the unincorporated body and pending immediately before that day are taken to be proceedings pending by or against the corporation so constituted,

(d) any act, matter or thing relating to those assets, rights and liabilities done or omitted to be done before that day by, to or in respect of the unincorporated body is (to the extent that that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the corporation so constituted,

(e) a reference in any instrument of any kind to the unincorporated body is to be read as a reference to the corporation so constituted.

(2) Assets vesting in a corporation by virtue of this Schedule are not to be dealt with contrary to the provisions of any trust affecting the assets immediately before the constitution of the corporation (being provisions as to the purposes for which the assets may or are required to be applied).

(3) No attornment to the corporation by any lessee of land vested in the corporation by the operation of this clause is required.

4 Transfer of assets etc of dissolved corporations

(1) On the date on which a proclamation under section 8 takes effect to dissolve a corporation, the assets, rights and liabilities (if any) of the dissolved corporation are transferred to the Property Trust and the following provisions have effect:

(a) the assets of the dissolved corporation vest in the Property Trust by virtue of this clause without the need for any conveyance,

(b) the rights and liabilities of the dissolved corporation become the rights and liabilities of the Property Trust,

(c) all proceedings commenced before that day by or against the dissolved corporation and pending immediately before that day are taken to be proceedings pending by or against the Property Trust,

(d) any act, matter or thing relating to those assets, rights or liabilities done or omitted to be done before that day by, to or in respect of the dissolved corporation is (to the extent that that act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the Property Trust,

(e) a reference in any instrument of any kind to the dissolved corporation is to be read as a reference to the Property Trust.

(2) No attornment to the Property Trust by a lessee from the dissolved corporation is required.

5 Operation of Schedule

(1) The operation of this Schedule is not to be regarded:

(a) as a breach of contract or confidence or otherwise as a civil wrong, or

(b) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities, or

(c) as giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability.

(2) The operation of this Schedule is not to be regarded as an event of default under any contract or other agreement.

6 Stamp duty

Stamp duty is not chargeable in respect of the transfer of assets, rights and liabilities to a corporation (including the Property Trust) under this Schedule.