Bank Integration Act 1991

In this Act, unless the contrary intention appears:

any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and

any chose in action; and

any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and

a CGT asset within the meaning of the Income Tax Assessment Act 1997.

the Treasurer; or

if the Treasurer designates, in writing:

the chief executive officer or another senior executive of the receiving bank; or

an SES employee or acting SES employee;

in relation to a receiving bank other than the Commonwealth Bank, the Westpac Banking Corporation or BNZ—the State in which the bank was incorporated; and

in relation to the Westpac Banking Corporation—New South Wales.

a legal or equitable estate or interest in the land; or

a right, power or privilege over, or in relation to, the land.

stamp duty; and

any other tax, duty, levy or charge; and

any fee (however described) that is not a tax.

to which the transferring bank is a party; or

that was given to, by or in favour of, the transferring bank; or

that refers to the transferring bank; or

under which money is, or may become, payable, or other property is, or may become, liable to be transferred, to or by the transferring bank.

Where reference is made in this Act to anything done for a purpose connected with, or arising out of, the operation or effect of this Act or of any complementary legislation or any parallel New Zealand legislation, that reference is taken to include any transaction entered into, or any instrument or document made, executed, lodged or given, for that purpose.

It is the intention of the Parliament that this Act should apply, as far as possible, in relation to the following:

land outside Australia;

things outside Australia;

acts, transactions and matters done, entered into or occurring outside Australia;

land, things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of a foreign country.

Subsection (1) applies to BNZ and BNZ Savings only in so far as the extraterritorial operation of the Act is necessary to deal with the business of BNZ Savings that relates to its Australian operations.

Where, having regard to Commonwealth Government policy concerning integration of banks, a receiving bank (other than BNZ) and the relevant transferring bank agree to seek the statutory vesting of the business of the transferring bank in the receiving bank, the receiving bank may give notice in writing of their agreement:

to the Reserve Bank; and

to the Treasurer.

Where, having regard to Commonwealth Government policy concerning integration of banks, BNZ and BNZ Savings agree to seek the statutory vesting of the business of BNZ Savings that relates to its Australian operations in BNZ, BNZ may give notice in writing of their agreement:

to the Reserve Bank; and

to the Treasurer.

Where the Reserve Bank receives notice of a proposal under paragraph 7(1)(a) from a receiving bank, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of both the receiving bank and of the relevant transferring bank would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.

Where the Reserve Bank receives a notice of a proposal under paragraph 7(2)(a) from BNZ, it must, through the exercise of its powers under Part II of the Banking Act 1959, satisfy itself that the interests of the depositors of BNZ in its Australian operations and of BNZ Savings in its Australian operations would be adequately protected if the vesting proceeds, and, if it is so satisfied, must certify to that effect to the Treasurer.

Subject to sections 10 and 11, where the Treasurer receives notice of a proposal under paragraph 7(1)(b) from a receiving bank, he or she may:

if the receiving bank is the Commonwealth Bank—in consultation with the chief executive officer of the bank; and

if the receiving bank is another bank—in consultation with the Treasurer (however described) of the incorporating State and the chief executive officer of the bank;

Subject to section 10, where the Treasurer receives notice of a proposal under paragraph 7(2)(b) from BNZ, he or she may, in consultation with the Minister of Finance of New Zealand and the chief executive officer of BNZ, by notice published in the Gazette, fix a day on which the business of BNZ Savings that relates to its Australian operations is to vest in BNZ.

The day fixed in a notice under subsection (1) or (2) is to be called the succession day for the receiving bank and the relevant transferring bank referred to in the notice and must not be a day occurring before the day of publication of the notice.

The Treasurer must not fix a succession day for a receiving bank (other than the Commonwealth Bank or BNZ) and the relevant transferring bank unless he or she is satisfied that legislation has been enacted in the State in which both the transferring bank and the receiving bank are established to facilitate the proposed vesting of the business of the transferring bank in the receiving bank.

Complementary legislation under subsection (1) must include provision:

to ensure that the receiving bank is taken, on the succession day, to be the successor in law to the transferring bank; and

without limiting the generality of the concept of successor in law, to ensure that, on the succession day:

the assets of the transferring bank vest in, or are otherwise available for the use of, the receiving bank; and

the liabilities of the transferring bank become liabilities of the receiving bank; and

to secure exemption from any tax imposed under the law of that State in respect of:

the operation or effect of this Act or that complementary legislation; or

anything done for a purpose connected with, or arising out of, that operation or effect; and

to provide for the dissolution on the succession day of the company that operated as the transferring bank.

In subsection (2):

On the succession day for a receiving bank (other than BNZ) and the relevant transferring bank, the receiving bank becomes the successor in law of the transferring bank.

On the succession day for BNZ and BNZ Savings, the business of BNZ Savings that relates to its Australian operations ceases to be the business of that bank and becomes the business of BNZ.