Financial Sector (Transfer and Restructure) Act 1999
No. 45, 1999
Compilation No. 22
Compilation date: 1 July 2025
Includes amendments: Act No. 137, 2024
About this compilation
This compilation
This is a compilation of the Financial Sector (Transfer and Restructure) Act 1999 that shows the text of the law as amended and in force on 1 July 2025 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.
Self‑repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
Contents
Part 1—Preliminary
1 Short title
2 Commencement
3 Additional operation of Act
4 Definitions
4A Related body corporate
4B Relevant group of bodies corporate
5 Act binds the Crown
6 External Territories
7 Application of Criminal Code
7A Application of sections 8 and 8A of the APRA Act
Part 2—Overview of Act
8 Overview of Act
Part 3—Voluntary transfers
Division 1—Outline of Part
9 Outline of Part
Division 2—Approval of voluntary transfers
10 Application for approval of voluntary transfer
11 Approval of applications
12 Consultation about approving the application
13 Adequate adoption
14 Complementary State or Territory legislation
15 Minister’s power to decide that his or her consent is not required
16 Approval may impose conditions
17 Notice of decision
Division 3—Process by which voluntary transfers take effect
18 Certificate of transfer
19 Partial transfer—statement of detail to be provided
20 Agreements about matters connected with the transfer
21 Notice of decision
22 Time and effect of voluntary transfer
23 Employment unaffected
Part 4—Compulsory transfers
Division 1—Outline of Part
24 Outline of Part
Division 2—Compulsory transfer determinations
25 Compulsory transfer of business determinations
25AA Compulsory transfer of shares determinations
25A Ministerial declaration that compulsory transfer should occur in relation to ADI
26 Consultation about making the determination
27
Overview
The Financial Sector (Transfer and Restructure) Act 1999 was enacted to provide a legal framework for the transfer and restructuring of businesses between financial institutions. The Act was introduced to address the need for a structured process for the transfer of businesses between authorised deposit-taking institutions (ADIs), general insurers, and life insurance companies. This included facilitating both voluntary and compulsory transfers, as well as internal restructurings within groups of financial institutions. The Act was passed by the Australian Parliament to ensure that such transfers and restructurings could be managed in a manner that protects the interests of depositors, policyholders, and the financial sector as a whole. The primary policy objective of the Act is to ensure the stability and integrity of the financial sector by providing clear guidelines and mechanisms for the transfer and restructuring of financial businesses.
Scope and Application
The Financial Sector (Transfer and Restructure) Act 1999 applies to authorised deposit-taking institutions (ADIs), life insurance companies, and general insurers, which are collectively referred to as regulated bodies, as well as bodies corporate related to these regulated bodies. The Act governs both voluntary and compulsory transfers of business and shares between these entities, and also provides for internal restructures within groups of financial institutions. The Act applies to the Commonwealth, all states and territories, and binds the Crown in all its capacities. The Criminal Code applies to all offences against the Act, and certain sections of the Australian Prudential Regulation Authority Act 1998 also apply to the performance of functions and the exercise of powers by the Australian Prudential Regulation Authority (APRA) under this Act. The Act allows for the transfer of business between regulated bodies, including partial and total transfers, either voluntarily or compulsorily. It also facilitates the compulsory transfer of shares in regulated bodies. The Act provides mechanisms for APRA to approve or determine transfers, issue certificates of transfer, and manage the legal effects of these transfers, including on contracts, employment, and the continuity of business operations. It also includes provisions for internal restructures within groups of financial institutions, allowing for the transfer of assets and liabilities between entities within a group. The Act ensures that certain laws, such as the Privacy Act 1988, the Competition and Consumer Act 2010, and the Fair Work Act 2009, continue to apply, with specific modifications where necessary. The Act also includes provisions for review of decisions by the Administrative Review Tribunal and for the payment of compensation in certain circumstances.
Key Provisions
- The Financial Sector (Transfer and Restructure) Act 1999 (the Act) provides mechanisms for the transfer of business between financial institutions and the restructuring of financial institutions within specific groups. The Act allows for both voluntary and compulsory transfers of business and shares between authorised deposit-taking institutions (ADIs), life insurance companies, and general insurers, subject to certain conditions and approvals. For voluntary transfers, the Australian Prudential Regulation Authority (APRA) must approve an application for the transfer, which involves the regulated bodies making the application and APRA considering several criteria, including the interests of depositors or policy owners and the financial sector. For compulsory transfers, APRA must make a determination that a transfer should occur, again considering various factors such as the interests of depositors or policy owners and the financial sector. The Act also provides for internal restructures within groups of financial institutions, allowing for the approval of restructure arrangements by APRA and the Minister, subject to certain conditions.
- The Act imposes obligations on parties involved in transfers and restructures, such as the requirement for APRA to consult with certain entities, the need for complementary State or Territory legislation, and the ability of the Minister to decide whether their consent is required. It also mandates the issuance of certificates of transfer and internal transfer certificates to formalise the transfers and restructures. Failure to comply with conditions imposed by APRA can result in criminal penalties, with an offence carrying a penalty of 200 penalty units.
- The Act delineates civil and criminal consequences for breaches, including the potential for courts to impose fines up to five times the penalty stated for offences committed by body corporates. It also specifies that certain provisions of other Acts, such as the Privacy Act 1988 and the Competition and Consumer Act 2010, are not limited by the Act. Decisions made under the Act are subject to review by the Administrative Review Tribunal, and the Act includes provisions for evidentiary certificates to evidence the operation or effect of the Act and for information gathering powers in relation to transfers and restructures.
- Area of Law
- Financial Sector (Transfer and Restructure) Act 1999
- Instrument
- Act
- Concepts
- Definitions & Interpretation
- Commencement Provisions
- Regulatory Standards
- Licensing & Registration
- Enforcement Powers
- Prohibited Conduct
