Corporations (Aboriginal and Torres Strait Islander) Act 2006

CHAPTER 2 - ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATIONS  

PART 2-5 - EFFECTS OF REGISTRATION  

Division 42 - Effects of registration  

SECTION 42-4   EFFECT OF REGISTRATION OF AMALGAMATED CORPORATION UNDER PART 2-3  

42-4(1)    
This section applies if an Aboriginal and Torres Strait Islander corporation (the amalgamated corporation ) is registered under Part 2-3 as a result of an application made under section 23-1 to register the amalgamated corporation to replace 2 or more existing Aboriginal and Torres Strait Islander corporations (the amalgamating corporations ).

42-4(2)    
The amalgamated corporation comes into existence as a body corporate with perpetual succession at the beginning of the day on which it is registered.

Note:

The amalgamated corporation remains in existence until it is deregistered (see Chapter 12 ).

42-4(3)    
On registration:

(a)    the assets of each of the amalgamating corporations cease to be assets of the amalgamating corporation and become assets of the amalgamated corporation without any conveyance, transfer or assignment and the amalgamated corporation becomes the amalgamating corporation ' s successor in law in relation to those assets; and

(b)    the liabilities of each of the amalgamating corporations cease to be liabilities of the amalgamating corporations and become liabilities of the amalgamated corporation and the amalgamated corporation becomes the amalgamating corporation ' s successor in law in relation to those liabilities; and

(c)    if any proceedings to which an amalgamating corporation was a party were pending in any court or tribunal immediately before registration - the amalgamated corporation is substituted for the amalgamating corporation as a party to the proceedings; and

(d)    any investigation that was commenced before registration in relation to an amalgamating corporation may be continued after registration as if the investigation were an investigation in relation to the amalgamated corporation; and

(e)    an act or thing done, or omitted to be done, before registration by or in relation to an amalgamating corporation is taken to have been done, or to have been omitted to be done, by or in relation to the amalgamated corporation; and

(f)    a reference in any document to an amalgamating corporation is taken to be a reference to the amalgamated corporation.

Note 1:

The Registrar deregisters the amalgamating corporations under subsection 546-10(3) .

Note 2:

Paragraph (3)(e) has the effect, for example, that any regulatory action taken in relation to an amalgamating corporation under Part 10-3 may be continued as if that action had been taken in relation to the amalgamated corporation.

42-4(4)    
Paragraph (3)(e) does not apply to a determination under section 487-1 that an amalgamating corporation is to be under special administration.

42-4(5)    
To avoid doubt, if an asset of an amalgamating corporation was, immediately before registration, subject to a charge of any kind, the asset becomes the asset of the amalgamated corporation under subsection (3) subject to that charge.

42-4(6)    
Subsection (7) applies if:

(a)    any land vests in the amalgamated corporation under this section; and

(b)    there is lodged with a land registration official a certificate that:

(i) is signed by the Registrar; and

(ii) identifies the land, whether by reference to a map or otherwise; and

(iii) states that the land has become vested in the amalgamated corporation under this section.

42-4(7)    
The land registration official may:

(a)    register the matter in a way that is the same as, or similar to, the way in which dealings in land of that kind are registered; and

(b)    deal with, and give effect to, the certificate.

42-4(8)    
Subsection (9) applies if:

(a)    any asset other than land vests in the amalgamated corporation under this section; and

(b)    there is lodged with an assets official a certificate that:

(i) is signed by the Registrar; and

(ii) identifies the asset; and

(iii) states that the asset has become vested in the amalgamated corporation under this section.

42-4(9)    
The assets official may:

(a)    deal with, and give effect to, the certificate as if it were a proper and appropriate instrument for transactions in relation to assets of that kind; and

(b)    make such entries in the register as are necessary having regard to the effect of this section.

42-4(10)    
No stamp duty or other tax is payable under a law of a State or a Territory in respect of an exempt matter, or anything connected with an exempt matter.

42-4(11)    
The Registrar may certify in writing:

(a)    that a specified matter is an exempt matter; or

(b)    that a specified thing was connected with a specified exempt matter.

42-4(12)    
In all courts, and for all purposes (other than for the purposes of criminal proceedings), a certificate under subsection (11) is prima facie evidence of the matters stated in the certificate.

42-4(13)    
For the purposes of this section, an exempt matter is:

(a)    the vesting of an asset or liability under this section; or

(b)    the operation of this section in any other respect.

42-4(14)    
In this section:

asset
means:

(a)    any legal or equitable estate or interest in real or personal property, whether actual, contingent or prospective; and

(b)    any right, power, privilege or immunity, whether actual, contingent or prospective.

assets official
, in relation to an asset other than land, means the person or authority who, under a law of the Commonwealth, a State or a Territory, under a trust instrument or otherwise, has responsibility for keeping a register in relation to assets of the kind concerned.

land
means any legal or equitable estate or interest in real property, whether actual, contingent or prospective.

land registration official
, in relation to land, means the Registrar of Titles or other proper officer of the State or Territory in which the land is situated.

liability
means any liability, duty or obligation, whether actual, contingent or prospective.