The Shell Company of Australia Limited Act 1963 (Vic)
Version No. 001
The Shell Company of Australia Limited Act 1963
Act No. 7053/1963
Version as at 18 February 2003
TABLE OF PROVISIONS
Section Page
1.Short title
2.Definitions
3.Power to Company to become a Victorian Company
4.Identity and continuity of Company to be preserved
5.Company to cease to be subject to Part XI Div. 3 of the Companies Act 1961
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SCHEDULE—Amendments and Additions to Memorandum of Association
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details
Version No. 001
The Shell Company of Australia Limited Act 1963
Act No. 7053/1963
Version as at 18 February 2003
An Act to authorize The Shell Company of Australia Limited to become a Company deemed to be incorporated in Victoria, to preserve the Identity of the Company so incorporated with The Shell Company of Australia Limited an Existing Company within the Meaning of the Companies Act 1948 of the United Kingdom, and for other purposes.
Preamble
WHEREAS The Shell Company of Australia Limited (hereinafter referred to as "the Company") is an existing company within the meaning of the Companies Act 1948 of the United Kingdom having been incorporated in England on the twenty-sixth day of May One thousand nine hundred and five and is a company limited by shares:
AND WHEREAS the Company carries on the business of distributing and selling petroleum products in Australia:
AND WHEREAS the registered office of the Company is situate in England:
AND WHEREAS all the issued shares of the Company are fully paid up:
AND WHEREAS Her Majesty's Treasury, pursuant to section four hundred and sixty-eight of the Income Tax Act 1952 of the United Kingdom have consented to the central management and control of the Company being transferred from the United Kingdom to Victoria:
AND WHEREAS having regard to the fact that the area of operations of the Company is within Australia and its Territories certain advantages would accrue to the Company if the Company was deemed to be a company incorporated under the Companies Act 1961:
AND WHEREAS no procedure exists whereby the Company can be deemed to be a company incorporated under the Companies Act 1961:
AND WHEREAS procedure by way of winding up and dissolution of the Company and the transfer or sale of assets to a new company incorporated in Victoria would involve loss of the identity of the Company and the disturbance of its financial structure and interfere with the continuity of its operations with considerable attendant expense:
AND WHEREAS it is desirable that the Company should be enabled to become a company incorporated under the Companies Act 1961 without any such loss of identity disturbance or interference:
AND WHEREAS the directors of the Company are promoting a Private Bill in the Parliament of the United Kingdom to authorize the Company to become a company deemed to be incorporated under the Companies Act 1961:
AND WHEREAS it is expedient that such provisions should be enacted for the purpose of attaining the above-mentioned objects as are in this Act contained:
AND WHEREAS the objects of this Act cannot be attained without the authority of Parliament:
BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):
1.Short title
This Act may be cited as The Shell Company of Australia Limited Act 1963.
2.Definitions
In this Act unless the context or subject-matter otherwise requires—
"the Companies Act 1948" means the Companies Act 1948 of the United Kingdom;
"the Companies Act 1961" means the Companies Act 1961 of Victoria;
"the Company" means The Shell Company of Australia Limited an existing company within the meaning of the Companies Act 1948;
"date of assumption" means the date of delivery by the Company to the Registrar of documents pursuant to section three of this Act;
"the Registrar" means the Registrar of Companies.
3.Power to Company to become a Victorian Company
(1)At any time after the Company has been authorized by the law of the United Kingdom to transfer its registered office from England to a place in Victoria the Company may deliver to the Registrar (who shall retain and register the same) the documents referred to in the next succeeding sub-section and thereupon—
(a)the Company shall be deemed to be a company limited by shares incorporated under the Companies Act 1961;
(b)the Registrar shall issue a certificate of incorporation accordingly;
(c)the certificate of incorporation shall be conclusive evidence that the requirements of this section of this Act have been complied with and that the Company is for all purposes deemed to be incorporated as a company under the Companies Act 1961; and
(d)the Companies Act 1961 shall apply to the Company as if the date of assumption were the date of incorporation.
(2)The documents to be lodged with the Registrar shall be—
(a)a copy of the Act of the United Kingdom authorizing the Company to transfer its registered office from England to a place in Victoria;
(b)a notice of the situation of its registered office in Victoria;
(c)a copy of the memorandum of association of the Company, which on and from the date of assumption shall be in the form as already registered under section three hundred and forty-six of the Companies Act 1961 as amended from time to time by special resolution of the Company and subject also to the amendments and additions specified in the Schedule to this Act;
(d)a copy of the articles of association of the Company in such form as the Company, prior to the date of assumption, shall have adopted as its articles of association to take effect on and from the date of assumption;
(e)a statement specifying—
(i)the nominal share capital of the Company in Australian currency and the number and classes of shares into which it is divided; and
(ii)the number of shares issued and the amount paid on each share.
(3)The documents required to be lodged under the last preceding sub-section shall be verified by statutory declaration of any two or more directors of the Company.
(4)On the lodging with the Registrar of the documents referred to in sub-section (2) of this section there shall be paid to the Registrar a fee of One hundred pounds but no other fee shall be payable by the Company in connexion with the Company becoming a company deemed to be incorporated under the Companies Act 1961.
4.Identity and continuity of Company to be preserved
(1)The Shell Company of Australia Limited as deemed to be incorporated under the Companies Act 1961 shall for all purposes be and be deemed to be the same company as the Company existing under the Companies Act 1948 and the continuity status and operation of the Company shall not in any way be affected nor shall any property powers rights authorities duties functions liabilities or obligations of the Company or any legal or other proceedings instituted or to be instituted by or against the Company be affected.
(2)Without limiting the generality of the foregoing provisions of this section it is hereby declared that section fifty and sub-section (2) of section fifty-two of the Companies Act 1961 do not apply to the Shell Company of Australia Limited.
5.Company to cease to be subject to Part XI Div. 3 of the Companies Act 1961
On the issue of a certificate of incorporation by the Registrar pursuant to this Act the Company shall cease to be a company registered under Division three of Part XI of the Companies Act 1961 and the provisions of that Division shall cease to apply to the Company and the Companies Act 1961 shall apply to the Company in all respects as if it had been a company originally incorporated in Victoria.
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SCHEDULE
AMENDMENTS AND ADDITIONS TO MEMORANDUM OF ASSOCIATION
| Provisions to |
|
| Heading | For the words "THE COMPANIES ACTS, 1862 to 1900" there shall be substituted the words "THE COMPANIES ACT 1961" |
| Clause 2 | For the word "England" there shall be substituted the word "Victoria" |
| Clause 3 | In paragraph (o) of the clause for the words "in any British Colony or any foreign country" there shall be substituted the words "in any part of the world" |
| Clause 5 | The following new clause shall be substituted— "The capital of the Company is £15,000,000 divided into 1,200,000 shares of £12 10s. 0d. each". |
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ENDNOTES
1. General Information
The Shell Company of Australia Limited Act 1963 was assented to on 26 November 1963 and came into operation on 26 November 1963.
2. Table of Amendments
There are no amendments made to The Shell Company of Australia Limited Act 1963 by Acts and subordinate instruments.
3. Explanatory Details
No entries at date of publication.
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