Schedule 1 Transfer of assets, rights and liabilities
(Section 15)
In this Schedule:registration authority means a person or body that has functions under any law in connection with the keeping of a register in respect of assets, rights or liabilities.
transfer order means an order made under section 15.
transferee means the person or body to whom any assets, rights or liabilities are transferred under a transfer order.
transferor means the person or body from whom any assets, rights or liabilities are transferred under a transfer order.
2 Vesting of assets, rights and liabilities in transferee
When any assets, rights or liabilities are transferred under a transfer order, the following provisions have effect (subject to the transfer order):(a) the assets vest in the transferee by virtue of this clause without the need for any conveyance, transfer, assignment or assurance,(b) the rights and liabilities become, by virtue of this clause, the rights and liabilities of the transferee,(c) all proceedings relating to the assets, rights or liabilities commenced before the transfer by or against the transferor or a predecessor of the transferor and pending immediately before the transfer are taken to be proceedings pending by or against the transferee,(d) any act, matter or thing done or omitted to be done in relation to the assets, rights or liabilities before the transfer by, to or in respect of the transferor is (to the extent that the act, matter or thing has any force or effect) taken to have been done or omitted by, to or in respect of the transferee,(e) a reference in any other Act, in any instrument made under any other Act or in any document of any kind to the transferor or predecessor of the transferor is (to the extent that it relates to those assets, rights or liabilities but subject to the regulations), to be read as, or as including, a reference to the transferee.
A transfer order may specify the consideration for which a transfer to which it applies is made and the value or values at which the assets, rights or liabilities are transferred.
A transfer order takes effect on the date it is made or on such other date as may be specified in the order.
5 Transfer of interests in land
(1) A transfer order may transfer an interest in respect of land vested in the transferor without transferring the whole of the interests of the transferor in that land.(2) If the interest transferred is not a separate interest, the order operates to create the interest transferred in such terms as are specified in the order.(3) This clause does not limit any other provision of this Act.
(1) The Minister may by order in writing confirm a transfer of assets, rights or liabilities by operation of Part 4.(2) Such an order is evidence of the transfer.
7 Certification to registration authorities
(1) The Minister, or a transferee under a transfer order, may lodge with a registration authority a certificate certifying as to such information as may reasonably be required by the registration authority to enable the registration authority to exercise any function of the authority arising in connection with the transfer of any asset, right or liability pursuant to the transfer order.(2) The certificate is to be accepted and acted on by the registration authority and, despite any other law, the registration authority is not entitled to require that the information concerned be provided to it in any particular form or in any particular manner.(3) No fee or charge is payable by the transferee to a registration authority for or in respect of the exercise of any function by the registration authority in connection with the transfer of an asset, right or liability by operation of Part 4.
8 Evidence of orders and certificates
A document purporting to be a transfer order or an order or certificate given under a provision of this Act is, unless the contrary is established, taken to be such an order or certificate and to have been properly made.
Duty under the Duties Act 1997 is not chargeable in respect of:(a) a transfer of assets, rights or liabilities by operation of Part 4, or(b) anything certified by the Minister as having been done in consequence of such a transfer (for example, the transfer or registration of an interest in land).
10 Operation of section 15 and Schedule
(1) The operation of section 15 and this Schedule 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.(2) The operation of section 15 and this Schedule is not to be regarded as an event of default under any contract or other instrument.(3) No attornment to the transferee by a lessee from the transferor is required.