Explanatory Statement
Issued by Authority of the Minister for Finance
Australian River Co. Limited Act 2015
Australian River Co. Limited Commencement Proclamation 2015
Item 2 of the table in subsection 2(1) of the Australian River Co. Limited Act 2015 (the Act) provides that Schedule 1 to the Act will commence on a day to be fixed by proclamation. However, if any of the provisions of Schedule 1 do not commence within twelve months of the date the Act receives the Royal Assent, then those provisions will be repealed on the day after the end of that twelve month period. A period of 12 months is considered appropriate to ensure that there is sufficient time to address any issues that may arise given the long history of Australian River Co. Limited (ARCo) and its predecessor the Australian National Line (ANL). The Act received the Royal Assent on 1 April 2015.
The purpose of the proposed Proclamation is to fix 24 April 2015 as the day on which Schedule 1 to the Act commences. This date has been chosen so as to enable the Commonwealth’s due diligence into the assets and liabilities of ARCo to be completed and to facilitate completion of ARCo’s winding-up by 30 June 2015.
The Act provides for the Commonwealth to become ARCo successor at law, by effecting the transfer all of ARCo’s assets and outstanding liabilities to the Commonwealth in preparation for, and so as to facilitate, ARCo’s voluntary de-registration under the Corporations
Act 2001. The Act reflects the Government’s 2014-15 Budget decision to wind-up ARCo as part of the smaller government policy.
Schedule 1, Part 1 to the Act defines the terms used throughout the Act that are relevant to the interpretation of its provisions. Schedule 1, Part 2 to the Act contains the transitional provisions associated with the transfer of the assets and liabilities of ARCo by statutory novation to the Commonwealth.
Schedule 1, Part 3 to the Act provides for the transfer of other matters, other than assets and liabilities relating to ARCo, such as the replacement of ARCo by the Commonwealth in certain instruments and the substitution of the Commonwealth for Arco as a party to any pending court proceedings. It also provides the Minister for Finance the powers to make determinations necessary for the effective transfer of ARCo’s relevant responsibilities.
Schedule 1, Part 4 to the Act contains miscellaneous provisions to assist the Commonwealth to manage effectively any issues that may arise on the de-registration of ARCo. This includes matters relating to the delegation of the Minister for Finance’s powers and making rules necessary or convenient to be prescribed for carrying out or giving effect to this Act.
The wind-up of ARCo has been in planning since 2002 when the then Government wrote to the Board requesting that the company be managed with a view to winding it down at the earliest opportunity. ARCo sold the last of its vessels in August 2012 and has no current staff. It exists today only to administer legacy ANL liabilities from former employees relating mainly to workers’ compensation. The Commonwealth on the transfer of ARCo’s assets and liabilities will manage all these residual liabilities.
The Proclamation is a legislative instrument for the purposes of the Legislative Instruments Act 2003.
Overview
The Australian River Co. Limited Act 2015 was enacted to address the winding-up of the Australian River Co. Limited (ARCo), formerly known as the Australian National Line (ANL). The Act was passed by the Parliament of Australia to facilitate the transfer of all of ARCo's assets and liabilities to the Commonwealth as part of the Government's policy to reduce the size of the public sector. The Australian River Co. Limited Commencement Proclamation 2015 was issued under the authority of the Minister for Finance to set the commencement date for the Act's provisions, ensuring that the Commonwealth could effectively take over ARCo's responsibilities and liabilities. This legislative framework was designed to complete the de-registration of ARCo under the Corporations Act 2001 by 30 June 2015, finalising the winding-up process that had been in planning since 2002.
Scope and Application
The Australian River Co. Limited Act 2015 pertains specifically to the winding-up and asset transfer of the Australian River Co. Limited (ARCo) to the Commonwealth government. This Act applies to ARCo and its predecessor, the Australian National Line (ANL), ensuring that the Commonwealth assumes all of ARCo’s assets, liabilities, and related responsibilities, thereby facilitating ARCo’s de-registration under the Corporations Act 2001. This legislation is a Commonwealth Act, thus it has a national jurisdictional reach, affecting entities and conduct across Australia. The Act includes provisions for the transfer of assets and liabilities, substitution of parties in pending court proceedings, and the delegation of ministerial powers necessary for the effective transfer of responsibilities. The Act also provides for the repeal of provisions that do not commence within twelve months from the date of Royal Assent, which was 1 April 2015, ensuring a timely and orderly transition. The Act's scope is further extended through subordinate instruments as necessary to address any issues arising from the de-registration process.
Key Provisions
The Australian River Co. Limited Act 2015 (the Act) comprises several key provisions, most notably detailed in Schedule 1. Section 1(1) of Schedule 1 sets the date of commencement for the Act's provisions, which is declared through the Australian River Co. Limited Commencement Proclamation 2015. Specifically, Part 1 of Schedule 1 defines the terms used throughout the Act, ensuring clarity and consistency in interpretation. Part 2 outlines the transitional provisions for the statutory novation of ARCo's assets and liabilities to the Commonwealth, while Part 3 addresses the transfer of other matters, including ARCo's substitution in instruments and court proceedings. Finally, Part 4 provides miscellaneous provisions for the Commonwealth to manage any issues arising from ARCo's de-registration. The Act essentially formalises the Commonwealth's role as the successor to ARCo, facilitating its de-registration under the Corporations Act 2001.
The Act imposes specific obligations and requirements on the parties involved, primarily focusing on the Commonwealth and ARCo. Section 2 of Schedule 1 mandates the Commonwealth to assume all assets and liabilities of ARCo, ensuring a smooth transition and continuity in managing any residual liabilities, such as workers’ compensation claims. The Commonwealth is also tasked with replacing ARCo in all relevant instruments and pending court proceedings, ensuring legal continuity and preventing any disruptions. Section 3 of Schedule 1 grants the Minister for Finance the authority to make necessary determinations and rules for the effective execution of the Act. These provisions ensure that the transfer process is legally sound and comprehensive, covering all aspects of ARCo's operations.
The Act includes provisions for potential breaches and the associated consequences. While the Act itself does not explicitly detail offences or penalties, it is understood that any failure to comply with the provisions of the Act could lead to legal repercussions. For instance, non-compliance with the statutory novation or failure to manage ARCo's residual liabilities could result in legal actions against the Commonwealth or relevant officials. Although specific penalties are not stated within the Act, it is implied that breaches could lead to civil or criminal consequences, depending on the nature and severity of the infraction. The Act's framework is designed to ensure that all obligations are met to avoid any legal complications during ARCo's de-registration.