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This is a Bill, not an Act. For current law, see the Acts databases.
Queensland
STATE BANK OF SOUTH
AUSTRALIA (TRANSFER OF
UNDERTAKING) BILL 1994
Queensland
STATE BANK OF SOUTH AUSTRALIA
(TRANSFER OF UNDERTAKING) BILL
1994
TABLE OF PROVISIONS
Section Page
1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3 Act binds the State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 Transfer of assets and liabilities to BSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 Conditions of transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6 Transitional provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7 Direct payment orders to accounts transferred to BSAL . . . . . . . . . . . . . . . 9
8 Registering authorities to note transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9 Exclusion of obligation to enquire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10 Re-transfer of assets or liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11 Stamp duty, taxes and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13 Transfer of staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
14 Act overrides other laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
15 Effect of things done or allowed under Act . . . . . . . . . . . . . . . . . . . . . . . . . . 12
16 Application of s 20A of Acts Interpretation Act 1954 . . . . . . . . . . . . . . . . . . 12
17 Expiry of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1994
A BILL
FOR
An Act to provide for the transfer of part of the undertaking of the
State Bank of South Australia to a company formed to carry on
the business of banking under the law of the Commonwealth and
for other purposes
s1 4 s2
State Bank of South Australia (Transfer of
Undertaking)
The Parliament of Queensland enacts-- 1
title 2
Short
1. This Act may be cited as the State Bank of South Australia (Transfer 3
of Undertaking) Act 1994. 4
5
Interpretation
2. In this Act-- 6
"appointed day" means a day fixed as the appointed day by proclamation 7
under the South Australian Act; 8
"asset" means property including property held in a fiduciary capacity; 9
"BSAL" means the public company with the name `Bank of South 10
Australia Limited' formed under the Corporations Law; 11
"CEO" of BSAL means the chief executive officer of BSAL (however 12
described) or a delegate of the chief executive officer; 13
"corresponding law" means the South Australian Act or a law of another 14
State or a Territory providing for the transfer of assets and liabilities 15
between-- 16
(a) SBSA or SBSA subsidiaries; and 17
(b) BSAL; 18
"document" includes any disc, tape or other medium in which information 19
is stored; 20
"guarantee" includes indemnity; 21
"instrument" includes a legislative instrument and a judgment, order or 22
process of a court; 23
"legal proceedings" includes an arbitration and an administrative 24
proceeding; 25
"liability" means a present, future or contingent liability (arising either at 26
law or in equity) and includes a duty or non-pecuniary obligation; 27
s3 5 s3
State Bank of South Australia (Transfer of
Undertaking)
"property" means real or personal property, and includes-- 1
(a) a chose in action; and 2
(b) a present, future or contingent right, privilege, interest or power; 3
"SBSA" means the State Bank of South Australia or, according to the 4
context, that body as continued in existence under the name the `South 5
Australian Asset Management Corporation'; 6
"SBSA subsidiary" or "subsidiary" means any company classified under 7
the South Australian Act as a SBSA subsidiary; 8
"security" means-- 9
(a) a mortgage, charge, lien, or pledge; or 10
(b) a guarantee; or 11
(c) any other security for, or instrument relating to, the payment of 12
money or the discharge of any other liability; 13
"South Australian Act" means the State Bank (Corporatisation) Act 1994 14
of South Australia; 15
"South Australian Treasurer" means the Treasurer of South Australia, 16
and includes, in relation to a particular power or function under this 17
Act, a Minister of the Crown in right of South Australia exercising or 18
performing the power or function by delegation of the Treasurer of 19
South Australia; 20
"transfer period" means the transfer period within the meaning of the 21
South Australian Act; 22
"transferred asset" means an asset transferred to BSAL (and not 23
re-transferred to SBSA or an SBSA subsidiary) under this Act or a 24
corresponding law; 25
"transferred liability" means a liability transferred to BSAL (and not 26
re-transferred to SBSA or an SBSA subsidiary) under this Act or a 27
corresponding law. 28
binds the State 29
Act
3. This Act binds the State. 30
s4 6 s6
State Bank of South Australia (Transfer of
Undertaking)
of assets and liabilities to BSAL 1
Transfer
4.(1) The Treasurer may, with the concurrence of the South Australian 2
Treasurer, by order in writing, transfer assets or liabilities (or both) of 3
SBSA or a SBSA subsidiary to BSAL. 4
(2) An order under this section must be made within the transfer period. 5
(3) If an order is made under this section on or before the appointed day, 6
it takes effect (subject to any contrary provision in the order) on the 7
appointed day. 8
(4) An order under this section may be varied or revoked by the 9
Treasurer, with the concurrence of the South Australian Treasurer, by 10
further order in writing made before the order takes effect. 11
(5) A transfer of an asset or liability under this section operates by force 12
of this Act and despite the provisions of any other law or instrument. 13
(6) The transfer of a liability under this section operates to discharge the 14
body corporate from which the liability was transferred from the liability. 15
of transfer 16
Conditions
5. The transfer of assets and liabilities under this Act has effect on the 17
conditions fixed by the South Australian Treasurer under the South 18
Australian Act. 19
provisions 20
Transitional
6. The following transitional provisions apply in relation to transferred 21
assets and liabilities-- 22
(a) if an instrument or other document, or oral agreement, 23
understanding or undertaking, is applicable to a transferred asset 24
or liability, then, for the purpose of construing the instrument or 25
other document or oral agreement, understanding or undertaking 26
(so far as it applies to the transferred asset or liability)-- 27
(i) a reference to SBSA or a SBSA subsidiary is to be 28
construed as a reference to BSAL; and 29
(ii) a reference to a branch, office or agency of SBSA or a 30
s6 7 s6
State Bank of South Australia (Transfer of
Undertaking)
SBSA subsidiary is to be construed as a reference to the 1
corresponding branch, office or agency of BSAL, or a 2
branch, office or agency designated by the CEO of BSAL as 3
the corresponding branch, office or agency; and 4
(iii) a reference to an officer of SBSA or a SBSA subsidiary is to 5
be construed as a reference to the corresponding officer of 6
BSAL or an officer designated by the CEO of BSAL as the 7
corresponding officer; 8
(b) the relationship of banker and customer existing between SBSA 9
and a customer in relation to a transferred asset or liability 10
immediately before the transfer took effect continues between 11
BSAL and the customer after the transfer takes effect and gives 12
rise to the same rights (including rights of set-off) and the same 13
liabilities as would have arisen if there had been no transfer; 14
(c) an instruction, order, mandate, authority or notice given to SBSA 15
or a SBSA subsidiary before the transfer takes effect is, so far as 16
it is referable to a transferred asset or liability, taken to have been 17
given to BSAL; 18
(d) if a security held by SBSA or a SBSA subsidiary is referable to a 19
transferred asset or liability, then, so far as it is referable to the 20
transferred asset or liability-- 21
(i) the security is available to BSAL as security for the 22
discharge of the liabilities to which it relates including, where 23
the security extends to future liabilities, any such liabilities 24
incurred after the transfer; and 25
(ii) BSAL is entitled to the same rights and priorities and subject 26
to the same liabilities in relation to the security as those to 27
which SBSA or the SBSA subsidiary would have been 28
entitled or subject if there had been no transfer; 29
(e) BSAL is entitled to possession of all documents to which SBSA 30
or a SBSA subsidiary was entitled immediately before the 31
transfer took effect that are entirely referable to a transferred asset 32
or liability and is entitled to access to, and copies of, all 33
documents that are referable to both a transferred asset or liability 34
and any other asset or liability that is not transferred; 35
s6 8 s6
State Bank of South Australia (Transfer of
Undertaking)
(f) a negotiable instrument or order for payment drawn by or on, or 1
accepted or endorsed by SBSA, is (if SBSA's liability under the 2
instrument or order is a transferred liability) payable by BSAL in 3
the same way as if it had been drawn by or on, or accepted or 4
endorsed (as the case may be) by BSAL; 5
(g) a cheque drawn on an account transferred to BSAL is, although 6
expressed to be drawn on the account formerly at SBSA, taken to 7
have been drawn on the account at BSAL; 8
(h) if an account in respect of which a credit or debit card was issued 9
by SBSA or a SBSA subsidiary is transferred, the card is taken to 10
have been issued by BSAL and to be the property of BSAL; 11
(i) if a transferred asset consists of rights to the possession or use of 12
property under a lease or other agreement, BSAL may exercise 13
those rights without giving rise to any liability on the part of the 14
body corporate from which the asset was transferred for parting 15
with possession of the property, or permitting the possession or 16
use of the property by another person, contrary to the terms of the 17
lease or agreement; 18
(j) BSAL has the same right to ratify a contract or agreement relating 19
to an asset or liability transferred to it from SBSA or a SBSA 20
subsidiary as SBSA or the SBSA subsidiary would have had if 21
there had been no transfer; 22
(k) legal proceedings in respect of a transferred asset or liability 23
commenced by or against SBSA or a SBSA subsidiary must 24
(subject to discontinuance) be continued and completed by or 25
against BSAL; 26
(l) in legal proceedings relevant to a transferred asset or liability-- 27
(i) BSAL will have the same rights and privileges as SBSA or 28
the SBSA subsidiary would have had if there had been no 29
transfer; and 30
(ii) a document that could have been given in evidence by or 31
against SBSA or a SBSA subsidiary if there had been no 32
transfer may be given in evidence by or against BSAL; 33
(m) BSAL may execute an instrument discharging, surrendering, 34
s7 9 s8
State Bank of South Australia (Transfer of
Undertaking)
transferring or otherwise dealing with a transferred asset or 1
liability either in its own name or in the name of the body 2
corporate from which the asset or liability was transferred to 3
BSAL. 4
payment orders to accounts transferred to BSAL 5
Direct
7. An instruction, order or mandate given to a bank or other financial 6
institution for payments to be made from an account at the bank or other 7
institution to an account at SBSA or a SBSA subsidiary is, if the account at 8
SBSA or the SBSA subsidiary is transferred to BSAL under this Act or a 9
corresponding law, taken to be an instruction, order or mandate for the 10
payments to be made to the account at BSAL. 11
authorities to note transfer 12
Registering
8.(1) The Registrar of Titles or any other authority required or authorised 13
under a law of Queensland to register or record transactions affecting assets 14
or liabilities, or documents relating to such transactions-- 15
(a) must, on the application of BSAL, register or record in the 16
appropriate manner the transfer to BSAL of any transferred asset 17
or liability; and 18
(n) must register an instrument in registrable form, executed by 19
BSAL, relating to property that is a transferred asset even though 20
BSAL is not registered as the proprietor of the property. 21
(2) If property is registered in the name of SBSA or an SBSA 22
subsidiary, the Registrar of Titles or other registering authority may register 23
a dealing with the property by the body corporate in whose name the 24
property is registered or by BSAL without being concerned to enquire 25
whether the property is or is not a transferred asset. 26
(3) Despite subsection (1), the Registrar of Titles is not required to act 27
under the subsection unless the Registrar of Titles has received a copy of the 28
relevant order of the Treasurer under section 4 or 10 and the copy is 29
certified by the Treasurer to be a true copy. 30
(4) The copy of the order is not an instrument or information that may be 31
searched under the Land Title Act 1994. 32
s9 10 s 11
State Bank of South Australia (Transfer of
Undertaking)
of obligation to enquire 1
Exclusion
9.(1) A person dealing with SBSA or a SBSA subsidiary is not obliged 2
to enquire whether property to which the transaction relates is or is not a 3
transferred asset. 4
(2) A person dealing with BSAL is not obliged to enquire whether 5
property to which the transaction relates is or is not a transferred asset. 6
(3) If SBSA or a SBSA subsidiary was entitled to property before the 7
appointed day, and after that day, SBSA or the SBSA subsidiary, or BSAL, 8
purports to deal with the property as if entitled to it, the transaction is valid 9
even though the body corporate purporting to deal with the property is not 10
entitled to do so because the property is, or is not, a transferred asset. 11
(4) However, this section does not validate a transaction if the party 12
dealing with SBSA, the SBSA subsidiary or BSAL has actual notice of the 13
deficiency of title, or acts fraudulently. 14
of assets or liabilities 15
Re-transfer
10.(1) The Treasurer may, with the concurrence of the South Australian 16
Treasurer, by order in writing, re-transfer assets or liabilities (or both) from 17
BSAL to SBSA or an SBSA subsidiary. 18
(2) An order under this section must be made within the transfer period. 19
(3) The re-transfer of a liability under this section operates to discharge 20
BSAL from the liability. 21
(4) The provisions of this Act relating to transferred assets or liabilities 22
apply in a reciprocal way in relation to assets or liabilities re-transferred 23
under this section with such modifications and exclusions as are necessary 24
in the context. 25
duty, taxes and fees 26
Stamp
11.(1) No stamp duty, debits tax or other tax or fee is payable under a 27
law of Queensland in respect of-- 28
(a) any transfer effected by order of the Treasurer under this Act; or 29
(b) an application or entry made, or receipt given or anything else 30
s 12 11 s 13
State Bank of South Australia (Transfer of
Undertaking)
done for a purpose connected with, or arising out of, such a 1
transfer. 2
(2) No person has an obligation under a law of Queensland imposing 3
stamp duty, debits tax or another tax-- 4
(a) to lodge a statement or return relating to a matter referred to in 5
subsection (1); or 6
(b) to include in a statement or return a record or information relating 7
to such a matter. 8
(3) This section applies only if the amount fixed by the Governor in 9
Council is paid to the Consolidated Fund by the State of South Australia. 10
11
Evidence
12.(1) A certificate issued by the South Australian Treasurer certifying 12
that an asset or liability is or is not a transferred asset or liability is to be 13
accepted in any legal proceedings as evidence of the matter so certified. 14
(2) An apparently genuine document purporting to be a certificate of the 15
South Australian Treasurer under subsection (1) is to be accepted in any 16
legal proceedings as such a certificate in the absence of proof to the 17
contrary. 18
of staff 19
Transfer
13.(1) The Treasurer may, with the concurrence of the South Australian 20
Treasurer, by order in writing, transfer staff from the employment of SBSA 21
or a SBSA subsidiary to the employment of BSAL. 22
(2) A transfer under this section does not-- 23
(a) affect the employee's remuneration; or 24
(b) prejudice the employee's existing or accruing rights to recreation 25
leave, sick leave, or long service leave; or 26
(c) interrupt continuity of service; or 27
(d) constitute a retrenchment or redundancy. 28
s 14 12 s 17
State Bank of South Australia (Transfer of
Undertaking)
(3) A transfer under this section does not give rise to any right to 1
damages or compensation. 2
overrides other laws 3
Act
14. This Act has effect despite the provisions of any other law. 4
of things done or allowed under Act 5
Effect
15. Nothing done or allowed under this Act-- 6
(a) constitutes a breach of, or default under, an Act or other law; or 7
(b) constitutes a breach of, or default under, a contract, agreement, 8
understanding or undertaking; or 9
(c) constitutes a breach of a duty of confidence (whether arising by 10
contract, in equity, by custom, or in any other way); or 11
(d) constitutes a civil or criminal wrong; or 12
(e) terminates an agreement or obligation, or fulfils any condition that 13
allows a person to terminate an agreement or obligation, or gives 14
rise to any other right or remedy; or 15
(f) releases a surety or other obligee wholly or in part from an 16
obligation. 17
of s 20A of Acts Interpretation Act 1954 18
Application
16. This Act is an Act to which section 20A of the Acts Interpretation 19
Act 1954 applies. 20
of Act 21
Expiry
17. This Act expires 20 years from when it commences. 22
23
© State of Queensland 1994
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