Long title
An Act to facilitate the carrying out the Reconstruction Schemes of Certain Companies and the Compromise Schemes of Certain Societies.
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An Act to facilitate the carrying out the Reconstruction Schemes of Certain Companies and the Compromise Schemes of Certain Societies.
WHEREAS each of the several companies named in the first column of the Schedule to this Act has been reconstructed upon the basis of a compromise or arrangement or upon the basis of a sale under section one hundred and forty-six of the Companies Act 1890 sanctioned in the case of those companies which were incorporated by or under the provisions of an Act of the colony of Victoria, by an order of the Supreme Court of the said colony; and in the case of those companies which were incorporated by or under the provisions of an Act of the United Kingdom or Royal Charter, by an order of a court of competent jurisdiction in the United Kingdom, short particulars of which several orders are set forth in the second column of the Schedule to this Act opposite the names of the companies to which they apply:
AND WHEREAS each of the companies so reconstructed is now an incorporated company incorporated under the Act specified in the third column of the Schedule to this Act opposite the name of the company, and is carrying on business in the colony of Victoria under the name in the fourth column of the said Schedule printed opposite its old name:
AND WHEREAS it is expedient to facilitate the carrying out of the said compromises and arrangements and sales in the way and to the extent hereinafter appearing:
s. 1
This Act may be cited as the Reconstructed Companies Act 1893.
In this Act where not inconsistent with the context-
"new company" means the company formed by reconstruction as recited in the preamble of a pre-existing company;
"old company" means the pre-existing company which was reconstructed as recited in the preamble;
"property" includes real property of any description whatsoever including corporeal and incorporeal hereditaments; also personal property of any description whatsoever including any chattels real any uncalled capital debt security and chose in action; also any estate interest right title claim or demand in to or in respect of any property real or personal; any right or claim against any person; and any other right or interest.
s. 3
Immediately upon the passing of this Act all the property of each of the old companies mentioned in the Schedule to this Act incorporated by or under the provisions of some Act of the colony of Victoria vested in or belonging to such company at the date of the order of court sanctioning its reconstruction; and (subject to any order of a court of competent jurisdiction of the United Kingdom now or hereafter made affecting the same) all the property in Victoria of each of the old companies mentioned in the said Schedule incorporated under the provisions of some Act of the United Kingdom or by Royal Charter, vested in or belonging to such company at the date of the order of court sanctioning its reconstruction shall without any further or other conveyance assignment or transfer vest in pass to and become the property of the new company whose name appears in the fourth column of the said Schedule opposite the name of the old company absolutely for all the estate right title interest claim and demand which the old company had therein at the date of such order, subject nevertheless to the equities (if any) affecting the same respectively and to the terms and provisions of the compromise or arrangement or sale so sanctioned as aforesaid and to any conveyance transfer or other assurance or any dealing duly executed made or entered into since that date in pursuance of and in conformity with such compromise or arrangement or sale:
Provided always that any property of the old company which by its compromise or arrangement or sale (sanctioned as aforesaid) is expressly and specifically excepted or excluded from passing to the new company is excepted and excluded from the vesting operation of this section.
S. 4
amended by No. 18/1989 s. 13(Sch. 2 item 70).
s. 4
As to any land lease mortgage or charge under the Transfer of Land Act 1890 whereof the old company appears on the Register of the said Act as the proprietor the new company shall by virtue of the statutory transfer effected by the last preceding section on making application in writing to the Registrar of Titles and payment of the statutory fees be entitled to be registered proprietor of any such land lease mortgage or charge as from the date of lodgment of such application, in lieu of the old company; and as to any caveat or writ then appearing upon the Register in the name or interest of the old company or any application unregistered dealing claim notice direction or other matter at that date existing in the Office of Titles in the name of or affecting the old company the new company shall as from the date of the passing of this Act be deemed to be the caveator execution creditor or other person interested or affected in the place and stead of the old company.
As to any lands tenements hereditaments leases mortgages charges or other realty or chattels real not under the Transfer of Land Act 1890 of in or by which the old company appears by any memorial in the books of the Registrar-General under the provisions of the Real Property Act 1890 to be the registered owner or person interested or affected, the new company shall immediately upon the passing of this Act become and be deemed as from that date the registered owner of or person interested in or affected by such land tenement hereditaments lease mortgage charge or other realty or chattel real respectively in the place and stead of the old company the same as if the name of the new company appeared upon the memorial in the books of the Registrar-General instead of that of the old company.
s. 6
As to any personalty not included in the last preceding section including any lien bill of sale or other security contract writ lis pendens or other matter (not under the provisions of the Transfer of Land Act 1890) of in or by which the old company appears by any memorandum or other writing entered filed or registered in the office of the Registrar-General under or by virtue of the Instruments and Securities Act 1890 or any other Act to be the owner or person interested or affected, the new company shall immediately upon the passing of this Act become and be deemed as from that date the registered owner or person interested or affected in the place and stead of the old company the same as if the name of the new company appeared upon such memorandum or other writing instead of that of the old company.
Notwithstanding anything in this Act contained it shall not be the duty of the Registrar of Titles or Registrar-General either before or after any registration made in pursuance of this Act to investigate or inquire concerning the terms or provisions of the compromise or arrangement or sale so sanctioned as aforesaid. And after the registration of the new company as a proprietor of any estate or interest under the Transfer of Land Act 1890 it shall for the purposes of any dealing be deemed to be the absolute proprietor thereof.
s. 8
No compromise or arrangement of or sale by any of the companies named in the Schedule to this Act sanctioned as aforesaid and no conveyance or transfer executed or made in pursuance thereof by or on behalf of or by direction of the old company to the new company shall be deemed a conveyance or transfer on sale of real property within the meaning of section ninety-three of the Stamps Act 1890 or be chargeable with ad valorem duty.
In no case shall any new company charge any debtor of such company any fees or costs incidental to the transfer of such debtor's security from the old company to the new company, and every debtor shall be entitled to a valid receipt from the new company for any interest or principal moneys paid to such new company by such debtor in respect of any debt due to the old company without payment of any fees or costs arising from or upon any transfer from the old company to the new company of any security of the debtor for such debt.
Subject to the provisions of the compromise or arrangement or to the terms of sale sanctioned as aforesaid no action proceeding notice demand or act commenced given made or done by or on behalf of or against the old company previously to the passing of this Act shall abate or be affected by reason of the reconstruction sanctioned as aforesaid, but the same may be prosecuted acted on discontinued or otherwise dealt with by and in the name of or against the new company the same as though such action proceeding notice demand or act had been instituted proceeded with given made or done by or on behalf of or against the new company, and subject to the provisions aforesaid the benefit or burden of any decree judgment order verdict award proceeding notice demand liability or contract to which the old company was entitled or subject at the passing of this Act shall enure to or be binding upon the new company as from the date of such order as aforesaid being made.
s. 9
Any notice demand or act which it was provided by any Act deed instrument power of attorney undertaking agreement or otherwise should or might be given made or done to or by the old company or any particular officer of the old company or its transferees or assigns may be given made or done to or by the new company or a like officer of the new company or the transferees or assigns of the new company, and any agreement guarantee or other instrument given to or made with the old company and vested in the new company by the operation of this Act may be enforced by the new company as if it had been given to or made with or acquired by the new company:
Provided that where such instrument is under the Transfer of Land Act 1890 the new company shall have first become the registered proprietor in respect thereof in lieu of the old company.
The new company and its assigns may prove rank claim and draw a dividend in the matter of the insolvency or sequestration of any debtor of the old company whose debt has by section three of this Act passed to the new company, and such new company and its assigns may execute any release or other document which the old company might execute in respect of such debtor's debt insolvency or sequestration.
s. 10
The ledgers day-books cash-books and other account-books of the old company passing to the new company under this Act shall for the purpose of giving effect to the provisions of this Act and securing to the new company its transferees and assigns the full benefit of the property of the old company thereby vested in it be admissible in all legal proceedings as prima facie evidence for all parties within the provisions of Division 2 Part II of the Evidence Act 1890 or any statutory modification thereof as though the same were and had always been the ledgers day-books cash-books and other account-books of the new company.
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