THE CORPORATIONS LAW

SCHEDULES

SCHEDULE 4

TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES

Note:

See section 1465A.

PART 2 - TRANSFER TO CORPORATIONS LAW REGISTRATION

Division 2 - The consequences of the transfer

Subdivision B - Membership

Institution becoming a company limited by shares  

12(1) 

If a transferring financial institution of this jurisdiction is taken to be registered as a company limited by shares under clause 3, the following apply:

(a)  any shares in the institution on issue immediately before the transfer date (other than withdrawable shares) become shares of the company

(b)  any withdrawable shares of the institution on issue immediately before the transfer date become redeemable preference shares of the company

(c)  in the case of a building society - each person who was a member of the society immediately before the transfer date, other than by virtue of only holding shares in the society, is taken to have been issued with a membership share on the transfer date

(d)  in any case other than that of a building society - any person:

(i) who was a member of the institution immediately before the transfer date; and

(ii) who did not hold any shares in the institution;

is taken to have been issued with a membership share on the transfer date.

12(2) 

If a person who is taken to have been issued with a membership share is a joint member, they hold the membership share jointly with the other member or members of the joint membership. This is so, even if the other member, or another member, held shares in the institution immediately before the transfer date. However, the joint membership does not have any more votes because of the membership share or shares than it had immediately before the transfer date.

12(3) 

In this Schedule:

building society means a transferring financial institution authorised under the Financial Institutions Code of its jurisdiction to operate as a building society immediately before the transfer date.

membership share means a share in a company that was a transferring financial institution:

(a)  that is taken to have been issued under this clause; and

(b)  that carries the rights and obligations that were conferred or imposed on the person in a capacity other than that of shareholder, by:

(i) the institution's rules (as in force immediately before the transfer date); and

(ii) the previous governing Code; and

(c)  on which no amount is paid; and

(d)  on which no amount is unpaid; and

(e)  that is not:

(i) transferable or transmissible; or

(ii) capable of devolution by will or by operation of law; and

(f)  that can be cancelled as set out in subclause (4).

12(4) 

A membership share can be cancelled at the option of the holder or the company in the circumstances (if any):

(a)  set out in the company's constitution; or

(b)  in which the member who holds the share could have had their membership of the institution cancelled immediately before the transfer date.

Part 2J.1 does not apply to the cancellation of a membership share.