Tasmanian Numbered Acts

COOPERATIVES ACT 1999 (NO. 85 OF 1999) - SECT 389

389. Effect of merger or transfer of engagements

      (1) In this section –

"assets" means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money) and includes securities, choses in action and documents;

"instrument" means an instrument (other than this Act) which creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law) and includes any judgment, order and process of a court;

"liabilities" means liabilities, debts and obligations (whether present or future and whether vested or contingent);

"original cooperative" means –

(a) in the case of a transfer of engagements, the transferor cooperative; or

(b) in the case of a merger, each of the cooperatives that are merging;

"successor cooperative" means –

(a) in the case of a transfer of engagements, the transferee cooperative; or

(b) in the case of a merger, the cooperative formed by the merger.

      (2) When a merger or transfer of engagements takes effect under this Division ( "the transfer day" ), the following provisions apply to the extent necessary to give effect to the merger or transfer:

(a) persons who were members of the original cooperative immediately before the transfer day are members of the successor cooperative in accordance with its rules;

(b) the assets of the original cooperative vest in the successor cooperative without the need for any conveyance, transfer, assignment or assurance;

(c) the rights and liabilities of the original cooperative become the rights and liabilities of the successor cooperative;

(d) all proceedings by or against the original cooperative that are pending immediately before the transfer day are taken to be proceedings pending by or against the successor cooperative;

(e) any act, matter or thing done or omitted to be done by, to or in respect of the original cooperative before the transfer day is (to the extent to which that act, matter or thing has any force or effect) to be taken to have been done or omitted by, to or in respect of the successor cooperative;

(f) a reference in an instrument or in any document of any kind to the original body is to be read as, or as including, a reference to the new body.

      (3) The operation of this section is not to be regarded –

(a) as a breach of contract or confidence or otherwise as a civil wrong; or

(b) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities; or

(c) as giving rise to any remedy by a party to an instrument, or as causing or permitting the termination of any instrument, because of a change in the beneficial or legal ownership of any asset, right or liability.