Leo Cussen Institute (Registration as a Company) Act 2011 (Vic)

Version No. 002

Leo Cussen Institute (Registration as a Company) Act 2011

No. 82 of 2011

Version

as at

18 October 2012

TABLE OF PROVISIONS

Section  Page

1Purposes

2Commencement

3Definitions

4Deemed registration company

5Order specifying day

6Corporate continuity

7Cessation of effect of the Leo Cussen Institute Act 1972

8Repeal of the Leo Cussen Institute Act 1972

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ENDNOTES

1.  General Information

2.  Table of Amendments

3.  Explanatory Details

Version No. 002

Leo Cussen Institute (Registration as a Company) Act 2011

No. 82 of 2011

Version

as at

18 October 2012

The Parliament of Victoria enacts:

1Purposes

The main purposes of this Act are to provide for—

(a)the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act; and

(b)the repeal of the Leo Cussen Institute Act 1972.

2Commencement

(1)This Act (except for section 8) comes into operation on the day after the day on which the Act receives the Royal Assent.

(2)Section 8 of this Act comes into operation on a day to be proclaimed which must be on or after the day specified by the Attorney-General in an order made under section 5.

3Definitions

(1)In this Act—

registration day has the same meaning as in section 5H(1)(b)(i) of the Corporations Act;

specified day means the day specified by the Attorney-General in an order made under section 5.

(2)Words and expressions used in the Corporations Act and in this Act have the same meanings in this Act as in the Corporations Act except to the extent that the context or subject matter otherwise requires.

4Deemed registration company

For the purposes of section 5H of the Corporations Act—

(a)the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972, is a deemed registration company; and

(b)the specified day is the registration day; and

(c)the type of company that the Leo Cussen Institute is to be registered as is a company limited by guarantee; and

(d)the company's proposed name is "Leo Cussen Institute".

Note

Section 5H(1) of the Corporations Act provides that a body is taken to be registered under that Act as a company of a particular type under section 118 of that Act if a law of a State or Territory to which that Act applies—

(a)provides that the body is a deemed registration company for the purposes of the section; and

(b)specifies—

(i)     the day on which the body is to be taken to be registered (the registration day) or the manner in which that day is to be fixed; and

(ii)    the type of company the body is to be registered as under the Act; and

(iii)   the company's proposed name (unless the ACN is to be used in its name)—

and if section 5H(2) and (3) (relating to the lodgment of certain notices and documents with ASIC) are satisfied.

5Order specifying day

(1)The Attorney-General may, by order published in the Government Gazette, specify a day on which the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972, is taken to be registered as a company limited by guarantee for the purposes of section 5H of the Corporations Act.

(2)The Attorney-General must not make an order under subsection (1) unless satisfied that the Leo Cussen Institute has complied with section 5H(2) and (3) of the Corporations Act.

(3)The Attorney-General must provide ASIC with a copy of an order made under this section as soon as practicable after the making of the order.

(4)Failure to provide a copy of the order to ASIC under subsection (3) does not affect the validity of that order.

6Corporate continuity

(1)On and after the specified day, the deemed registration company that is the Leo Cussen Institute is taken for all purposes to be a continuation of, and the same legal entity as, the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972.

(2)Without limiting subsection (1), registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act is not taken to affect—

(a)the Leo Cussen Institute's existing rights, property and assets, or debts, liabilities and obligations;

(b)any legal proceedings by or against the Leo Cussen Institute;

(c)the employment, or entitlements as an employee, of a person who was an employee of the Leo Cussen Institute immediately before the registration day;

(d)the enrolment, or the terms and conditions of enrolment, of a person undertaking or enrolled to undertake a course of study with the Leo Cussen Institute immediately before the registration day.

(3)Subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the Corporations legislation.

Note

Section 5G of the Corporations Act provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency.

7Cessation of effect of the Leo Cussen Institute Act 1972

On and after the specified day, the Leo Cussen Institute Act 1972 does not have effect.

8Repeal of the Leo Cussen Institute Act 1972

The Leo Cussen Institute Act 1972 is repealed.

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ENDNOTES

1.     General Information

Minister's second reading speech—

Legislative Council: 27 October 2011

Legislative Assembly: 23 November 2011

The long title for the Bill for this Act was "A Bill for an Act to provide for the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act and to repeal the Leo Cussen Institute Act 1972 and for other purposes."

The Leo Cussen Institute (Registration as a Company) Act 2011 was assented to on 21 December 2011 and came into operation as follows:

Sections 1–7 on 22 December 2011: section 2(1); section 8 on 18 October 2012: Special Gazette (No. 345) 16 October 2012 page 1.

2.     Table of Amendments

There are no amendments made to the Leo Cussen Institute (Registration as a Company) Act 2011 by Acts and subordinate instruments.

3.     Explanatory Details

No entries at date of publication.