Victorian Consolidated Legislation

STATE OWNED ENTERPRISES ACT 1992

No. 90 of 1992
Version incorporating amendments as at 8 February 2008

TABLE OF PROVISIONS

           Section Page

   PART 1-PRELIMINARY

   1.      Purposes
   2.      Commencement
   3.      Definitions
   4.      Subsidiary
   5.      Act to prevail
   6.      Act to bind Crown

   PART 2-STATUTORY CORPORATIONS: REORGANISATION AND ESTABLISHMENT OF STATE BODIES

           Division 1-Reorganising bodies

   7.      Declaration of statutory corporation as reorganising body
   8.      Boards of reorganising body
   8A.     Functions may be altered or varied
   9.      Reorganisation directed by Treasurer
   10.     Determination of initial capital
   11.     Capital
   12.     Repayment of capital
   13.     Dividends
   13A.    Reports

           Division 2-State bodies

   14.     Establishment of State body
   14A.    Borrowing and investment powers
   15.     Shares
   16.     Variation of Order in Council
   16A.    Repayment of capital
   16B.    Dividends
   16C.    Directions

   PART 3-STATE BUSINESS CORPORATIONS

   17.     Declaration of State business corporation
   18.     Objective
   19.     Functions
   20.     Powers
   21.     Functions and powers may be carried on outside Victoria
   22.     Delegation
   23.     Board of directors
   24.     Constitution of board
   25.     Appointment of directors
   26.     Terms and conditions of appointment
   27.     Acting chairman
   28.     Acting deputy chairman
   29.     Acting general director
   30.     Vacancies, resignations, removal from office
   31.     Validity of decisions
   32.     Proceedings of a board
   33.     Resolutions without meetings
   34.     Delegation by board
   35.     Disclosure of interests
   36.     Duties of directors
   37.     Minister may bring proceedings
   38.     State business corporation not to make loans to directors
   39.     Indemnity
   40.     Chief executive officer and deputy
   41.     Corporate plan
   42.     Statement of corporate intent: contents
   43.     State business corporation to act in accordance with corporate plan
   44.     Nothing void merely because of non-compliance
   45.     Non-commercial functions
   46.     Determination of initial capital
   47.     Capital
   48.     Repayment of capital
   49.     Dividends
   50.     Repealed
   51.     Continuing guarantees
   52.     Appropriation for guarantee etc.
   53.     Reports to Treasurer
   54.     Board to notify relevant Minister and Treasurer of significant affecting events etc.
   55.     Half-yearly reports
           56-58. Repealed

   PART 4-CONVERSION TO STATE OWNED COMPANY

   59.     Declaration of statutory corporation as converting body
   60.     Reservation of name under Corporations Act
   61.     Memorandum and articles
   62.     Capital structure of converting body
   63.     Issue of shares in converting body
   64.     Application for registration as a company
   65.     Status and continuity

   PART 5-STATE OWNED COMPANIES

           Division 1-Declaration

   66.     Declaration by Governor in Council

           Division 2-Formation of company

   67.     Treasurer may form or participate in formation of company
   68.     Transfer of assets and liabilities

           Division 3-Operation of State owned companies

   69.     Principal objective
   70.     Status
   71.     Memorandum and articles
   72.     Non-commercial activities
   73.     Audit by Auditor-General
   74.     Further accounts and reports
   75.     Treasurer to present accounts and reports to Parliament

   PART 6-PRESCRIBED BODIES-SPECIAL INVESTIGATIONS

   76.     Definition
   77.     Appointment of special investigators
   78.     Powers
   79.     Copies of documents
   80.     Immunity
   81.     Publication
   82.     Reports
   83.     Expenses of investigation
   84.     Offences
   85.     Power to refer matters to police etc.

   PART 7-GENERAL

   86.     Trade Practices Act 1974 of the Commonwealth
   86A.    Competition policy authorisation-VicForests
   87.     Subsidiaries
   87A.    Repealed
   88.     Tax equivalent
   88AA.   Application of section 88 to certain bodies
   88A.    Application of tax equivalents to other bodies
   88B.    State owned enterprises to make certain payments
   89.     Non-application of State taxation
   90.     Application of certain other Acts
   91.     Supreme Court-limitation of jurisdiction
   92.     Regulations
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           SCHEDULE 1-Provisions to be Included in Memorandum and Articles of Association of State Owned Companies

   PART A-MEMORANDUM OF ASSOCIATION
   1. Entrenchment
   2. State Owned Enterprises Act 1992 to prevail

   PART B-ARTICLES OF ASSOCIATION
   1. Interpretation
   2. Powers and duties of directors
   3. Shareholder approval for non-pro rata share issue
   4. Shareholder approval for sale or disposal of main
   undertakings
   5. Shareholder approval for matters relating to ownership of subsidiaries
   6. Shareholder approval for amendment of memorandum or
   articles of a subsidiary
   7. Dividends
   8. Limit on borrowing powers
   9. Limit on encumbrance of assets
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           ENDNOTES
           1. General Information
           2. Table of Amendments
           3. Explanatory Details