Leo Cussen Institute (Registration as a Company) Act 2011

Authorised by the Chief Parliamentary Counsel Authorised Version i Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 TABLE OF PROVISIONS Section Page 1 Purposes 1 2 Commencement 2 3 Definitions 2 4 Deemed registration company 2 5 Order specifying day 3 6 Corporate continuity 4 7 Cessation of effect of the Leo Cussen Institute Act 1972 5 8 Repeal of the Leo Cussen Institute Act 1972 5 ═══════════════ ENDNOTES 6 -- 1 of 7 -- Authorised by the Chief Parliamentary Counsel Authorised Version 1 Leo Cussen Institute (Registration as a Company) Act 2011 † No. 82 of 2011 [Assented to 21 December 2011] The Parliament of Victoria enacts: 1 Purposes The main purposes of this Act are to provide for— (a) the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act; and (b) the repeal of the Leo Cussen Institute Act 1972. Victoria -- 2 of 7 -- Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 2 Authorised by the Chief Parliamentary Counsel 2 Commencement (1) This Act (except for section 8) comes into operation on the day after the day on which the Act receives the Royal Assent. (2) Section 8 of this Act comes into operation on a day to be proclaimed which must be on or after the day specified by the Attorney-General in an order made under section 5. 3 Definitions (1) In this Act— registration day has the same meaning as in section 5H(1)(b)(i) of the Corporations Act; specified day means the day specified by the Attorney-General in an order made under section 5. (2) Words and expressions used in the Corporations Act and in this Act have the same meanings in this Act as in the Corporations Act except to the extent that the context or subject matter otherwise requires. 4 Deemed registration company For the purposes of section 5H of the Corporations Act— (a) the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972, is a deemed registration company; and (b) the specified day is the registration day; and (c) the type of company that the Leo Cussen Institute is to be registered as is a company limited by guarantee; and s. 2 -- 3 of 7 -- Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 3 Authorised by the Chief Parliamentary Counsel (d) the company's proposed name is "Leo Cussen Institute". Note Section 5H(1) of the Corporations Act provides that a body is taken to be registered under that Act as a company of a particular type under section 118 of that Act if a law of a State or Territory to which that Act applies— (a) provides that the body is a deemed registration company for the purposes of the section; and (b) specifies— (i) the day on which the body is to be taken to be registered (the registration day) or the manner in which that day is to be fixed; and (ii) the type of company the body is to be registered as under the Act; and (iii) the company's proposed name (unless the ACN is to be used in its name)— and if section 5H(2) and (3) (relating to the lodgment of certain notices and documents with ASIC) are satisfied. 5 Order specifying day (1) The Attorney-General may, by order published in the Government Gazette, specify a day on which the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972, is taken to be registered as a company limited by guarantee for the purposes of section 5H of the Corporations Act. (2) The Attorney-General must not make an order under subsection (1) unless satisfied that the Leo Cussen Institute has complied with section 5H(2) and (3) of the Corporations Act. s. 5 -- 4 of 7 -- Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 4 Authorised by the Chief Parliamentary Counsel (3) The Attorney-General must provide ASIC with a copy of an order made under this section as soon as practicable after the making of the order. (4) Failure to provide a copy of the order to ASIC under subsection (3) does not affect the validity of that order. 6 Corporate continuity (1) On and after the specified day, the deemed registration company that is the Leo Cussen Institute is taken for all purposes to be a continuation of, and the same legal entity as, the Leo Cussen Institute, as established under the Leo Cussen Institute Act 1972. (2) Without limiting subsection (1), registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act is not taken to affect— (a) the Leo Cussen Institute's existing rights, property and assets, or debts, liabilities and obligations; (b) any legal proceedings by or against the Leo Cussen Institute; (c) the employment, or entitlements as an employee, of a person who was an employee of the Leo Cussen Institute immediately before the registration day; (d) the enrolment, or the terms and conditions of enrolment, of a person undertaking or enrolled to undertake a course of study with the Leo Cussen Institute immediately before the registration day. s. 6 -- 5 of 7 -- Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 5 Authorised by the Chief Parliamentary Counsel (3) Subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the Corporations legislation. Note Section 5G of the Corporations Act provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision for the purposes of that section, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not operate to the extent necessary to avoid the inconsistency. 7 Cessation of effect of the Leo Cussen Institute Act 1972 On and after the specified day, the Leo Cussen Institute Act 1972 does not have effect. 8 Repeal of the Leo Cussen Institute Act 1972 The Leo Cussen Institute Act 1972 is repealed. ═══════════════ s. 7 See: Act No. 8254. Reprint No. 1 as at 3 April 1997 and amending Act Nos 52/1999, 11/2001, 18/2005, 76/2009 and 78/2009. LawToday: www. legislation. vic.gov.au -- 6 of 7 -- Leo Cussen Institute (Registration as a Company) Act 2011 No. 82 of 2011 6 Authorised by the Chief Parliamentary Counsel ENDNOTES † Minister's second reading speech— Legislative Council: 27 October 2011 Legislative Assembly: 23 November 2011 The long title for the Bill for this Act was "A Bill for an Act to provide for the registration of the Leo Cussen Institute as a company limited by guarantee under the Corporations Act and to repeal the Leo Cussen Institute Act 1972 and for other purposes." Endnotes -- 7 of 7 --