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This is a Bill, not an Act. For current law, see the Acts databases.
Western Australia Transfer of Incorporation (HBF and HIF) Bill 2009 CONTENTS Part 1 -- Preliminary 1. Short title 2 2. Commencement 2 3. Terms used 2 Part 2 -- HBF Health Funds Inc. 4. HBF is a deemed registration company under the Corporations Act 4 5. Order specifying registration day for HBF 4 6. HBF company is a continuation of HBF Health Funds Inc. 5 7. Effect of transfer of incorporation of HBF 6 Part 3 -- Health Insurance Fund of W.A. (Inc.) 8. HIF is a deemed registration company under the Corporations Act 7 9. Order specifying registration day for HIF 7 10. HIF company is a continuation of Health Insurance Fund of W.A. (Inc.) 8 11. Effect of transfer of incorporation of HIF 9 057--1 page i Western Australia LEGISLATIVE ASSEMBLY Transfer of Incorporation (HBF and HIF) Bill 2009 A Bill for An Act to provide for the registration of each of the following -- • the HBF Health Funds Inc.; • the Health Insurance Fund of W.A. (Inc.), as a public company limited by guarantee under the Corporations Act 2001 (Commonwealth), and for related purposes. The Parliament of Western Australia enacts as follows: page 1 Transfer of Incorporation (HBF and HIF) Bill 2009 Part 1 Preliminary s. 1 1 Part 1 -- Preliminary 2 1. Short title 3 This is the Transfer of Incorporation (HBF and HIF) Act 2009. 4 2. Commencement 5 This Act comes into operation on the day on which it receives 6 the Royal Assent. 7 3. Terms used 8 (1) In this Act -- 9 ASIC means the Australian Securities and Investments 10 Commission referred to in the Australian Securities and 11 Investments Commission Act 2001 (Commonwealth) section 8; 12 assets means any legal or equitable estate or interest (whether 13 present or future, whether vested or contingent and whether 14 personal or assignable) in real or personal property of any 15 description (including money) and includes securities, choses in 16 action and documents; 17 Corporations Act means the Corporations Act 2001 18 (Commonwealth); 19 Corporations legislation means the Corporations legislation to 20 which the Corporations Act Part 1.1A applies; 21 HBF company means HBF Health Funds Inc. on and after it is 22 taken to be registered as a public company limited by guarantee 23 under the Corporations Act section 5H(4); 24 HBF Health Funds Inc. means the association of that name 25 incorporated under the Associations Incorporation Act 1987; 26 Health Insurance Fund of W.A. (Inc.) means the association of 27 that name incorporated under the Associations Incorporation 28 Act 1987; page 2 Transfer of Incorporation (HBF and HIF) Bill 2009 Preliminary Part 1 s. 3 1 HIF company means Health Insurance Fund of W.A. (Inc.) on 2 and after it is taken to be registered as a public company limited 3 by guarantee under the Corporations Act section 5H(4); 4 liabilities means any liabilities, debts and obligations (whether 5 present or future, whether vested or contingent and whether 6 personal or assignable); 7 registration day, in relation to HBF Health Funds Inc. or Health 8 Insurance Fund of W.A. (Inc.), means the day specified by the 9 Minister in a registration order as the day on which that body is 10 to be taken to be registered as a public company limited by 11 guarantee for the purposes of the Corporations Act section 5H; 12 registration order means an order made by the Minister 13 under -- 14 (a) section 5 specifying a registration day in relation to HBF 15 Health Funds Inc.; or 16 (b) section 9 specifying a registration day in relation to 17 Health Insurance Fund of W.A. (Inc.); 18 rights means any rights, powers, privileges or immunities 19 (whether present or future, whether vested or contingent and 20 whether personal or assignable). 21 (2) A term has the same meaning in this Act as it has in the 22 Corporations Act unless the contrary intention appears in 23 this Act. 24 (3) Where this Act provides for an event or other thing to occur on 25 a particular day that event or thing is taken to occur at the 26 beginning of the day. page 3 Transfer of Incorporation (HBF and HIF) Bill 2009 Part 2 HBF Health Funds Inc. s. 4 1 Part 2 -- HBF Health Funds Inc. 2 4. HBF is a deemed registration company under the 3 Corporations Act 4 (1) HBF Health Funds Inc. is a deemed registration company for 5 the purposes of the Corporations Act section 5H. 6 (2) For the purposes of that section -- 7 (a) the day on which HBF Health Funds Inc. is to be taken 8 to be registered as a company is the registration day 9 specified by the Minister in an order made under 10 section 5; and 11 (b) the type of company that HBF Health Funds Inc. is to be 12 registered as is a public company limited by guarantee; 13 and 14 (c) the company's proposed name is "HBF Health Limited". 15 5. Order specifying registration day for HBF 16 (1) The Minister may, by order published in the Gazette, specify a 17 day on which HBF Health Funds Inc. is to be taken to be 18 registered as a public company limited by guarantee for the 19 purposes of the Corporations Act section 5H. 20 (2) The Minister may make an order under this section only if the 21 Minister -- 22 (a) approves of the constitution of the company lodged 23 under the Corporations Act section 5H(3); and 24 (b) is satisfied that HBF Health Funds Inc. has complied 25 with the Corporations Act section 5H(2) and (3). 26 (3) The Minister is to provide ASIC with a copy of an order made 27 under this section as soon as practicable after the order is made. 28 (4) Failure to provide a copy of an order to ASIC under 29 subsection (3) does not affect the validity of the order. page 4 Transfer of Incorporation (HBF and HIF) Bill 2009 HBF Health Funds Inc. Part 2 s. 6 1 (5) An order under this section cannot be challenged, reviewed or 2 called into question in any proceedings before any court or 3 tribunal. 4 (6) An order under this section is conclusive evidence in any 5 proceedings before any court or tribunal that all of the 6 requirements of this Act have been complied with concerning 7 the registration of HBF Health Funds Inc. under the 8 Corporations Act as a public company limited by guarantee. 9 6. HBF company is a continuation of HBF Health Funds Inc. 10 (1) HBF company is taken for all purposes to be a continuation of 11 and the same legal entity as HBF Health Funds Inc.. 12 (2) Without limiting subsection (1), the registration of HBF Health 13 Funds Inc. as a public company limited by guarantee under the 14 Corporations Act does not -- 15 (a) create a new legal entity; or 16 (b) affect HBF Health Funds Inc.'s existing assets, rights or 17 liabilities (except as against the members of HBF Health 18 Funds Inc. in their capacity as members); or 19 (c) render defective any legal proceedings by or against 20 HBF Health Funds Inc. or its members and -- 21 (i) any proceedings by or against HBF Health Funds 22 Inc. subsisting immediately before the 23 registration day may be continued by or against 24 the HBF company in the name of HBF Health 25 Funds Inc.; and 26 (ii) proceedings that might have been brought by or 27 against HBF Health Funds Inc. immediately 28 before the registration day may be commenced 29 by or against HBF company; 30 or 31 (d) affect the employment, or entitlements as an employee, 32 of a person who was a member of staff of HBF Health 33 Funds Inc. immediately before the registration day; or page 5 Transfer of Incorporation (HBF and HIF) Bill 2009 Part 2 HBF Health Funds Inc. s. 7 1 (e) affect -- 2 (i) any obligation or liability incurred under the 3 Associations Incorporation Act 1987; or 4 (ii) any penalty or forfeiture incurred in respect of 5 any offence committed under the Associations 6 Incorporation Act 1987; or 7 (iii) any investigation, proceeding or remedy in 8 respect of such obligation, liability, penalty or 9 forfeiture, 10 and any such investigation, proceeding or remedy may 11 be instituted, continued or enforced and any such 12 penalty or forfeiture may be imposed as if section 7(1) 13 had not come into operation. 14 (3) Subsections (1) and (2) are declared to be Corporations 15 legislation displacement provisions for the purposes of the 16 Corporations Act section 5G in relation to the provisions of the 17 Corporations legislation generally. 18 7. Effect of transfer of incorporation of HBF 19 (1) On the registration of HBF Health Funds Inc. as a public 20 company limited by guarantee under the Corporations Act the 21 incorporation of HBF Health Funds Inc. under the Associations 22 Incorporation Act 1987 is automatically cancelled. 23 (2) This section has effect despite anything to the contrary in the 24 Associations Incorporation Act 1987. page 6 Transfer of Incorporation (HBF and HIF) Bill 2009 Health Insurance Fund of W.A. (Inc.) Part 3 s. 8 1 Part 3 -- Health Insurance Fund of W.A. (Inc.) 2 8. HIF is a deemed registration company under the 3 Corporations Act 4 (1) Health Insurance Fund of W.A. (Inc.) is a deemed registration 5 company for the purposes of the Corporations Act section 5H. 6 (2) For the purposes of that section -- 7 (a) the day on which Health Insurance Fund of W.A. (Inc.) 8 is to be taken to be registered as a company is the 9 registration day specified by the Minister in an order 10 made under section 9; and 11 (b) the type of company that Health Insurance Fund of 12 W.A. (Inc.) is to be registered as is a public company 13 limited by guarantee; and 14 (c) the company's proposed name is "Health Insurance 15 Fund of W.A. Limited". 16 9. Order specifying registration day for HIF 17 (1) The Minister may, by order published in the Gazette, specify a 18 day on which Health Insurance Fund of W.A. (Inc.) is to be 19 taken to be registered as a public company limited by guarantee 20 for the purposes of the Corporations Act section 5H. 21 (2) The Minister may make an order under this section only if the 22 Minister -- 23 (a) approves of the constitution of the company lodged 24 under the Corporations Act section 5H(3); and 25 (b) is satisfied that Health Insurance Fund of W.A. (Inc.) 26 has complied with the Corporations Act section 5H(2) 27 and (3). 28 (3) The Minister is to provide ASIC with a copy of an order made 29 under this section as soon as practicable after the order is made. page 7 Transfer of Incorporation (HBF and HIF) Bill 2009 Part 3 Health Insurance Fund of W.A. (Inc.) s. 10 1 (4) Failure to provide a copy of an order to ASIC under 2 subsection (3) does not affect the validity of the order. 3 (5) An order under this section cannot be challenged, reviewed or 4 called into question in any proceedings before any court or 5 tribunal. 6 (6) An order under this section is conclusive evidence in any 7 proceedings before any court or tribunal that all of the 8 requirements of this Act have been complied with concerning 9 the registration of Health Insurance Fund of W.A. (Inc.) under 10 the Corporations Act as a public company limited by guarantee. 11 10. HIF company is a continuation of Health Insurance Fund of 12 W.A. (Inc.) 13 (1) HIF company is taken for all purposes to be a continuation of 14 and the same legal entity as Health Insurance Fund of W.A. 15 (Inc.). 16 (2) Without limiting subsection (1), the registration of Health 17 Insurance Fund of W.A. (Inc.) as a public company limited by 18 guarantee under the Corporations Act does not -- 19 (a) create a new legal entity; or 20 (b) affect Health Insurance Fund of W.A. (Inc.)'s existing 21 assets, rights or liabilities (except as against the 22 members of Health Insurance Fund of W.A. (Inc.) in 23 their capacity as members); or 24 (c) render defective any legal proceedings by or against 25 Health Insurance Fund of W.A. (Inc.) or its members 26 and -- 27 (i) any proceedings by or against Health Insurance 28 Fund of W.A. (Inc.) subsisting immediately 29 before the registration day may be continued by 30 or against the HIF company in the name of 31 Health Insurance Fund of W.A. (Inc.); and page 8 Transfer of Incorporation (HBF and HIF) Bill 2009 Health Insurance Fund of W.A. (Inc.) Part 3 s. 11 1 (ii) proceedings that might have been brought by or 2 against Health Insurance Fund of W.A. (Inc.) 3 immediately before the registration day may be 4 commenced by or against HIF company; 5 or 6 (d) affect the employment, or entitlements as an employee, 7 of a person who was a member of staff of Health 8 Insurance Fund of W.A. (Inc.) immediately before the 9 registration day; or 10 (e) affect -- 11 (i) any obligation or liability incurred under the 12 Associations Incorporation Act 1987; or 13 (ii) any penalty or forfeiture incurred in respect of 14 any offence committed under the Associations 15 Incorporation Act 1987; or 16 (iii) any investigation, proceeding or remedy in 17 respect of such obligation, liability, penalty or 18 forfeiture, 19 and any such investigation, proceeding or remedy may 20 be instituted, continued or enforced and any such 21 penalty or forfeiture may be imposed as if section 11(1) 22 had not come into operation. 23 (3) Subsections (1) and (2) are declared to be Corporations 24 legislation displacement provisions for the purposes of the 25 Corporations Act section 5G in relation to the provisions of the 26 Corporations legislation generally. 27 11. Effect of transfer of incorporation of HIF 28 (1) On the registration of Health Insurance Fund of W.A. (Inc.) as a 29 public company limited by guarantee under the Corporations 30 Act the incorporation of Health Insurance Fund of W.A. (Inc.) 31 under the Associations Incorporation Act 1987 is automatically 32 cancelled. page 9 Transfer of Incorporation (HBF and HIF) Bill 2009 Part 3 Health Insurance Fund of W.A. (Inc.) s. 11 1 (2) This section has effect despite anything to the contrary in the 2 Associations Incorporation Act 1987. 3
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