Corporations Act 2001

SCHEDULE 4 - TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES  

Note: See section 1465A .

PART 2 - FINANCIAL INSTITUTIONS THAT BECAME COMPANIES  

Division 2 - Membership  

CLAUSE 12   - INSTITUTION THAT BECAME A COMPANY LIMITED BY SHARES  

12(1)   Background.  

Clause 12 of the transfer provisions applied to a transferring financial institution of a State or Territory if the institution was taken to be registered as a company limited by shares under clause 3 of the transfer provisions.

12(2)    
Clause 12 of the transfer provisions provided that:

(a) any shares in the institution on issue immediately before the transfer date (other than withdrawable shares) became shares of the company; and

(b) any withdrawable shares of the institution on issue immediately before the transfer date became redeemable preference shares of the company; and

(c) in the case of a building society - each person who was a member of the society immediately before the transfer date, other than by virtue of only holding shares in the society, was taken to have been issued with a membership share on the transfer date; and

(d) in any case other than that of a building society - any person:

(i) who was a member of the institution immediately before the transfer date; and

(ii) who did not hold any shares in the institution;

was taken to have been issued with a membership share on the transfer date.

12(3)   Joint members of institution that became a company limited by shares.  

If a person who was taken to have been issued with a membership share was a joint member, they hold the membership share jointly with the other member or members of the joint membership. This is so, even if the other member, or another member, held shares in the institution immediately before the transfer date. However, the joint membership does not have any more votes because of the membership share or shares than it had immediately before the transfer date.

12(4)   Cancellation shares.  

A membership share can be cancelled at the option of the holder or the company in the circumstances (if any):

(a) set out in the company ' s constitution; or

(b) in which the member who holds the share could have had their membership of the institution cancelled immediately before the transfer date.

Part 2J.1 does not apply to the cancellation of a membership share.