THE CORPORATIONS LAW

SCHEDULES

SCHEDULE 4

TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES

Note:

See section 1465A.

PART 2 - TRANSFER TO CORPORATIONS LAW REGISTRATION

Division 1 - The transfer process

Registration of transferring financial institution as company  

3(1)  Registration as company on transfer date  

On the transfer date, each transferring financial institution of this jurisdiction is taken to become registered as a company under the Law of this jurisdiction under the name under which the institution was registered under the previous governing Code immediately before the transfer date.

3(2) 

Subclause (1) applies even if the institution is an externally-administered body corporate immediately before the transfer date.

3(3)  Type of company  

The following table sets out the types of company the institution may be registered as under subclause (1):

+-------------------------------------------------------+
| Type of company that institution may be registered as |
|-------------------------------------------------------|
|    | Type of institution   | Type of company          |
|-------------------------------------------------------|
|  1 | building society with | * public company limited |
|    | shares on issue       |   by shares and by       |
|    |                       |   guarantee              |
|    |                       | public company limited   |
|    |                       | by shares                |
|-------------------------------------------------------|
|  2 | building society with | * public company limited |
|    | no shares on issue    |   by shares guarantee    |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|    |                       | public company limited   |
|    |                       | by shares                |
|-------------------------------------------------------|
|  3 | credit union with     | * public company limited |
|    | shares on issue       |   by shares              |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|-------------------------------------------------------|
|  4 | credit union with     | * public company limited |
|    | no shares on issue    |   by guarantee           |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|    |                       | public company limited   |
|    |                       | by shares                |
|-------------------------------------------------------|
|  5 | friendly society with | * public company limited |
|    | no shares on issue    |   by guarantee           |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|-------------------------------------------------------|
|  6 | friendly society with | * public company limited |
|    | shares on issue       |   by shares and by       |
|    |                       |   guarantee              |
|    |                       | public company limited   |
|    |                       | by shares                |
|-------------------------------------------------------|
|  7 | association registered| * public company limited |
|    | under the Financial   |   by shares              |
|    | Institutions Code of  | public company limited   |
|    | this jurisdiction     | by guarantee             |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|    |                       | proprietary company      |
|    |                       | limited by shares        |
|    |                       |               [see note] |
|-------------------------------------------------------|
|  8 | Special Services      | * public company limited |
|    | Provider incorporated |   by shares              |
|    | under the AFIC Code   |                          |
|    | of this jurisdiction  |                          |
|-------------------------------------------------------|
|  9 | friendly society      | * public company limited |
|    | association           |   by guarantee           |
|    |                       | public company limited   |
|    |                       | by shares                |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|    |                       | proprietary company      |
|    |                       | limited by shares        |
|    |                       |               [see note] |
|-------------------------------------------------------|
| 10 | other                 | * public company limited |
|    |                       |   by guarantee           |
|    |                       | public company limited   |
|    |                       | by shares                |
|    |                       | public company limited   |
|    |                       | by shares and by         |
|    |                       | guarantee                |
|    |                       | proprietary company      |
|    |                       | limited by shares        |
|    |                       |               [see note] |
+------------------------------------------------------+
          

Note:

To be registered as a proprietary company, the institution would need to comply with subsection 113(1) (no more than 50 non-employee shareholders). A proprietary company cannot engage in fundraising activities (see subsection 113(3)).

3(4) 

The institution may elect which particular type of company it is to be registered as under subclause (1). The election:

(a)  must be agreed to by a resolution of the board of the institution; and

(b)  is to be made by written notice lodged with ASIC at least 7 days before the transfer date.

The election must be in the prescribed form.

3(5) 

The institution is taken to be registered under subclause (1) as the following type of company:

(a)  if the institution's board makes an election under subclause (4) - the type specified in the election; or

(b)  if the institution's board does not make an election under subclause (4):

(i) if regulations under this subparagraph are in force for that type of institution on the transfer date - the type of company prescribed by the regulations; or

(ii) if no regulations under subparagraph (i) are in force for that type of institution on the transfer date - the type of company that is specified in the table in subclause (3) for that type of institution and is marked with an asterisk.