1Short title
This Act may be cited as the Commonwealth Banks Act 1959.
Parliamentary material from APH and the Federal Register of Legislation. Links open the official source in a new tab.
This Act may be cited as the Commonwealth Banks Act 1959.
This Act shall come into operation on the day on which the Reserve Bank Act 1959 comes into operation.
In this Act, unless the contrary intention appears:
articles means articles of association.
Australia includes the external Territories.
bank means a person carrying on the business of banking, and includes the Commonwealth Bank and the Development Bank.
Board means the Board of Directors of the Commonwealth Bank.
Commonwealth Bank means the Commonwealth Bank of Australia.
conversion time means the commencement of section 22 of the Commonwealth Banks Restructuring Act 1990.
Corporation means the Commonwealth Bank Officers Superannuation Corporation, including that body as continuing in existence with a different name.
Development Bank means the Commonwealth Development Bank of Australia, including that body as continuing in existence with a different name.
memorandum means memorandum of association.
pre‑conversion time means the commencement of section 21 of the Commonwealth Banks Restructuring Act 1990.
Securities Commission means:
before the date prescribed for the purposes of paragraph (b)—the National Companies and Securities Commission; or
on and after the date prescribed for the purposes of this paragraph—the Australian Securities Commission.
share, in relation to a body corporate, means a share in the share capital of the body corporate.
This Act extends to all the Territories.
This Act has effect subject to the Banking Act 1959 and to the regulations under that Act.
As from the pre‑conversion time, the Commonwealth Bank is to have a share capital divided into shares of $2 each or such other amount as is prescribed.
The amount of the share capital is equal to the amount required to be applied under section 27B in paying up shares in the Commonwealth Bank.
The share capital may be divided into classes of shares.
Rights may be attached to shares included in a class of shares.
As from the conversion time, this section has effect subject to the Companies Act 1981.
As soon as practicable after the pre‑conversion time, the Commonwealth Bank must apply its capital, calculated immediately before the pre‑conversion time, in paying up in full shares in the Commonwealth Bank.
If the amount of the capital is not a multiple of the nominal value of a share, subsection (1) applies as if the amount were reduced to the nearest multiple of the nominal value of a share.
As soon as practicable after complying with subsection (1), the Commonwealth Bank must issue to the Commonwealth all the shares paid up under that subsection.
The shares issued under subsection (3) are to be taken to have been issued for valuable consideration other than cash.
The Commonwealth is not a member of Commonwealth Bank at any time before the conversion time merely because the Commonwealth holds shares in Commonwealth Bank.
The Commonwealth Bank must, before the conversion time:
apply to the Securities Commission under subsection 85(1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act; and
apply to the Securities Commission under subsection 55(1) of the Companies Act 1981 for the reservation of the name “Commonwealth Bank of Australia”; and
lodge with the Securities Commission a proposed memorandum, and proposed articles, for the Commonwealth Bank; and
if the rights attached to shares included in a class of shares under subsection 27A(4) are not provided for in the memorandum or articles, lodge with the Securities Commission the statement referred to in subsection 124(1) of the Companies Act 1981.
Subject to the regulations, the application mentioned in paragraph (1)(a) must be accompanied by the documents required by subsection 85(4) of the Companies Act 1981 to accompany such an application.
The applications mentioned in paragraphs (1)(a) and (b) must be made to the Securities Commission by delivering them to the office of the Corporate Affairs Commission for the Australian Capital Territory and the documents mentioned in paragraphs (1)(c) and (d) and subsection (2) must be lodged with the Securities Commission by lodging them at that office.
The Commonwealth Bank is to be taken to be entitled to make the applications referred to in paragraphs (1)(a) and (b), and to lodge the documents mentioned in paragraphs (1)(c) and (d) and subsection (2).
The Securities Commission is to be taken:
to have been required to reserve the name “Commonwealth Bank of Australia” under subsection 55(2) of the Companies Act 1981; and
to have so reserved that name immediately after the making of the application mentioned in paragraph (1)(b).
The Securities Commission is to be taken:
to have been required to grant the application mentioned in paragraph 27C(1)(a) and to register the Commonwealth Bank as a company under subsection 86(2) of the Companies Act 1981; and
to have granted the application at the conversion time; and
to have so registered the Commonwealth Bank, at the conversion time:
by the name “Commonwealth Bank of Australia”; and
in accordance with subsections 86(3) and (4) of the Companies Act 1981, as a public company, and as a company limited by shares, within the meaning of that Act; and
to have registered the name “Commonwealth Bank of Australia” in relation to the Commonwealth Bank at the conversion time, under subsection 55(4) of the Companies Act 1981.
The date of commencement of the Commonwealth Bank’s registration as a company under Division 4 of Part III of the Companies Act 1981 is to be taken to be the day on which the conversion time occurs.
For the purposes of Division 4 of Part III of the Companies Act 1981, the Commonwealth Bank shall be taken to have been on the day before the conversion time, and to be at the conversion time, a corporation within the meaning of that Act.
As from the conversion time, the proposed memorandum, and the proposed articles, lodged under paragraph 27C(1)(c):
are respectively the memorandum, and the articles, of the Commonwealth Bank; and
bind the Commonwealth Bank and its members accordingly.
As from the conversion time, the Companies Act 1981 applies in relation to the Commonwealth Bank’s memorandum and articles as if they had been registered as such under that Act.
The Commonwealth:
by force of this subsection, becomes a member of the Commonwealth Bank at the conversion time; and
in relation to membership of the Commonwealth Bank:
is entitled to the same rights, privileges and benefits; and
is subject to the same duties, liabilities and obligations;
as if the Commonwealth had become a member of the Commonwealth Bank under the Commonwealth Bank’s memorandum and articles.
Notwithstanding subsection 148(2) of the Corporations Act 2001, the Commonwealth Bank need not have the word “Limited” at the end of its name.
Showing the first 12 of 24 provisions. See all provisions