New South Wales Consolidated Acts

ELECTRICITY NETWORK ASSETS (AUTHORISED TRANSACTIONS) ACT 2015 - SCHEDULE 3

SCHEDULE 3 – Corporate conversion of electricity network SOCs and transaction SOCs

(Section 16)

1 Direction for corporate conversion of electricity network SOCs and transaction SOCs

(1) The Treasurer may direct by order in writing (
"a corporate conversion direction" ) that an electricity network SOC or a transaction SOC be converted into a company limited by shares of a specified type.

(2) An electricity network SOC cannot be the subject of a corporate conversion direction unless it is an electricity network SOC on the date of assent to this Act or is a transaction SOC.

2 Application for conversion to company

(1) A SOC to which a corporate conversion direction has been given is authorised to apply to be registered under Part 5B.1 of the Corporations Act as a company limited by shares of the type specified in the direction.

(2) That application can only be made if the Treasurer has issued a certificate to the corporation that certifies that the Treasurer is satisfied that the provisions of this Act have been complied with concerning the transfer of its incorporation to the Corporations Act.

(3) A certificate issued by the Treasurer for the purposes of this clause--

(a) cannot be challenged, reviewed or called into question in proceedings before any court or tribunal, and

(b) is conclusive evidence in any proceedings before a court or tribunal that all the requirements of this Act have been complied with concerning the transfer of the incorporation of the corporation to the Corporations Act.

3 Effect of conversion

(1) The following provisions are taken to have had effect immediately before a SOC to which a corporate conversion direction has been given is registered as a company under the Corporations Act--

(a) the corporation ceases to be a statutory State owned corporation for the purposes of the State Owned Corporations Act 1989 or any other State legislation,

(b) the corporation ceases to be an energy services corporation under the Energy Services Corporations Act 1995 unless the regulations provide otherwise,

(c) the voting shareholders (within the meaning of the State Owned Corporations Act 1989 ) of the corporation cease to be members of the corporation,

(d) the board of directors of the corporation is dissolved and each member (including any acting member) of the board ceases to hold office as such,

(e) any person who holds a statutory office of the corporation ceases to hold that office,

(f) any person who ceases to be a member of the corporation or to hold an office because of the operation of this subclause is not entitled to any compensation for the loss of that membership or office.

(2) Nothing in this clause prevents any person from becoming an officer of the company into which the corporation is being converted in accordance with its constitution and the provisions of the Corporations Act.

(3) A SOC to which a corporate conversion direction has been given becomes a transaction company for the purposes of this Act only when it is registered as a company under the Corporations Act.

(4) When a SOC is registered as a company under the Corporations Act pursuant to a corporate conversion direction, section 7.7 (Final annual GSF financial statements for former reporting GSF agencies) of the Government Sector Finance Act 2018 applies as if the SOC had been abolished.