Queensland Numbered Acts Queensland Numbered ActsAfter section 28--
insert--
'In this part--
assets, of the foundation, means all assets of the foundation immediately before the transfer day.
authorised person, for the replacement corporation, means its secretary or another individual with the written authority of its board of directors.
company limited by guarantee means a company limited by guarantee under the Corporations Act, section 9.4
liabilities, of the foundation, means all liabilities of the foundation immediately before the transfer day.
notice means written notice.
proposed transfer day see section 31(a).
replacement corporation see section 31(b).
transfer day means the day approved by the Minister under section 34 as the transfer day for the foundation.
'The foundation must decide to dissolve itself and transfer its assets and liabilities to a corporation that is not a statutory body.
'Under section 30, the foundation must decide the following--
(a) the day on which it proposes to transfer its assets and liabilities (the proposed transfer day);
(b) the corporation to which it will transfer its assets and liabilities (the replacement corporation).
'The foundation may decide a corporation will be its replacement corporation only if--
(a) the corporation has, by notice to the foundation signed by an authorised person for the corporation, agreed to be the replacement corporation; and
(b) the corporation is a company limited by guarantee; and
(c) the foundation is satisfied that, on the transfer of its assets and liabilities to the replacement corporation, having regard to the requirements and purposes of the transfer, the following will be appropriate--
(i) the corporation's constitution;
(ii) the obligations, restrictions and rights that will attach to members of the corporation;
(iii) the corporation's officers.
'(1) The foundation must give the Minister notice of its decision under section 30.
'(2) The notice must state the following--
(a) the day the decision was made;
(b) the proposed transfer day;
(c) the replacement corporation's name;
(d) the replacement corporation is a company limited by guarantee;
(e) the foundation is satisfied that, on the transfer of its assets and liabilities to the replacement corporation, having regard to the requirements and purposes of the transfer, the following will be appropriate--
(i) the corporation's constitution;
(ii) the obligations, restrictions and rights that will attach to members of the corporation;
(iii) the corporation's officers.
'(3) The notice must be accompanied by a copy of the notice mentioned in section 32(a).
'(1) The Minister must consider the notice and may require information from the foundation.
'(2) If the Minister does not consider that all requirements for this division have been complied with for the transfer, the Minister may give the foundation a written direction about the requirements.
'(3) The foundation must comply with a direction given under subsection (2).
'(4) The Minister must, by notice given to the foundation, approve the proposed transfer day, or another day after the proposed transfer day, as the transfer day for the foundation.
'(5) The day approved by the Minister as the transfer day for the foundation must be declared by gazette notice.
'On the transfer day--
(a) the foundation's assets and liabilities are transferred to, and become the assets and liabilities of, the replacement corporation; and
(b) the foundation is dissolved.
'The replacement corporation--
(a) does not represent the State; and
(b) can not make the State liable for the debts and obligations of the corporation or any other person.
'(1) A certificate signed by an authorised person for the replacement corporation is evidence of an asset having become an asset of the corporation on the transfer day if the certificate--
(a) identifies the asset; and
(b) states the asset was, immediately before the transfer day, an asset of the foundation; and
(c) states that, under this division, the asset became an asset of the replacement corporation on the transfer day.
'(2) If the certificate is given to an entity with registration functions under a law of the State for assets of that kind, the entity must do the following as if the certificate were an appropriate instrument of transfer of the asset--
(a) register the matter in the same way as transactions for assets of that kind;
(b) deal with, and give effect to, the certificate.
Example of entity with registration functions--
the registrar of titles
'(3) A transfer of the asset to the replacement corporation may be registered or given effect to under the law of another State or the Commonwealth if--
(a) the certificate is given to an entity with registration functions for assets of that kind under the other State's or the Commonwealth's law; and
(b) the entity is permitted by law to do so.
'A reference to the foundation in an Act or document existing before its dissolution has effect, from its dissolution, as if it were a reference to the replacement corporation, if the context permits.
'(1) A proceeding that, if the foundation were not dissolved, might have been started or continued by or against the foundation may, from its dissolution, be started or continued by or against the replacement corporation.
'(2) All matters started by the foundation before its dissolution may be completed by the replacement corporation after the foundation's dissolution.
'(1) A person employed by the foundation immediately before the transfer day becomes, on the transfer day, an employee of the replacement corporation.
'(2) Subsection (1) does not--
(a) constitute a redundancy or retrenchment of the person's employment by the foundation; or
(b) entitle the person to a benefit or payment merely because the person is no longer employed by the foundation; or
(c) interrupt the person's continuity of service.
'(3) For the Industrial Relations Act 1999, the person's period of employment with the foundation is taken to be an equivalent period of employment with the replacement corporation.
'(4) Subject to the Industrial Relations Act 1999, the person has the same employment rights against the replacement corporation that the person had against the foundation immediately before the transfer day.
'(5) If an industrial instrument under the Industrial Relations Act 1999 bound the person and the foundation immediately before the transfer day, it binds the person and the replacement corporation.
'(1) A person who, immediately before the transfer day, was a member of the foundation goes out of office on the transfer day.
'(2) No compensation is payable to a person because of subsection (1).
'This part is declared to be a law to which the Acts Interpretation Act 1954, section 20A5 applies.
'This Act is repealed immediately after the transfer day.'.