Social Housing
(Transfer) (Jersey) Law 2013
A LAW to transfer the States of
Jersey housing stock and other assets to a company and related purposes.
Commencement
[see endnotes]
1 Interpretation
In this Law –
“assets” means any interest in immovable property or
movable property of any description, and includes capital, securities, choses
in action and documents;
“liabilities” means any liabilities, debts or
obligations (whether present or future and whether vested or contingent);
“representative body” includes a trade union and any
other association of employees formed for the purpose of representing those
employees in their relationship with their employers;
“rights” means any rights, powers, privileges or
immunities (whether present or future and whether vested or contingent);
“transfer date” means the day prescribed by Regulations
under Article 3;
“company” means the company prescribed under Article 2;
“transferor” means the States or a person acting on
behalf of the States.
2 Nature
of company
(1) The States may by Regulations
prescribe a company to which such assets, rights and liabilities of the States
or of the public as are referred to in Article 4 shall be transferred.
(2) The prescribed company
must be a private company, incorporated under the Companies (Jersey) Law 1991, that is limited by
guarantee and whose sole guarantor member is the States.
(3) Subject to paragraphs (5)
and (6), the Minister for Treasury and Resources may exercise the powers of the
States in their capacity as sole guarantor member and, in exercising those
powers, shall act in the interest of the States.
(4) The Minister for
Treasury and Resources may from time to time nominate one or more persons to
act on behalf of the States, in their capacity as sole guarantor member, on
such terms and in such manner as the States direct.
(5) The power to vote on a
resolution to wind up the company may only be exercised by the States.
(6) The States may
prescribe in Regulations any other power that may only be exercised, in
relation to the company, by the States.
3 Transfer
date
(1) The States shall by Regulations
prescribe the transfer date or dates for the purposes of the provisions of this
Law.
(2) The date prescribed
under this Article shall not be a day earlier than the day on which the Regulations
prescribing the day come into force.
4 Transfer
of assets rights and
liabilities
(1) On the transfer date,
the assets, rights and liabilities of the States or of the public that are
specified in Regulations shall be transferred to the company in accordance with
those Regulations.
(2) Such a transfer may be
made on such terms and conditions as are prescribed by the Regulations and may
(as prescribed in the Regulations) consist of the transfer of a liability, or
transfer of an interest in an asset or right, that is less than the entire
liability, or entire interest in the asset or right, of the States or of the
public.
(3) If it appears to the
States expedient so to do for the purpose of removing any difficulties or
uncertainties arising out of the operation of this Article, they may, by Regulations,
direct that such assets, rights, or liabilities, of the States as may be
specified in the Regulations –
(a) are
not transferred under this Article or shall be taken not to have been so
transferred; or
(b) are
transferred under this Article or shall be taken to have been so transferred.
(4) The States may, by
Regulations, prescribe any asset, right or liability not subject to transfer,
and an asset, right or liability that is so prescribed is not transferred under
this Article, but this does not prevent its transfer otherwise than under this
Article.
5 Vesting
in company
(1) When any assets, rights
or liabilities are transferred under this Law or in Regulations made under this
Law, the following provisions have effect –
(a) except
to the extent provided in Article 6(3), the assets of the transferor vest
in the company by virtue of this Article and without the need for any further
conveyance, transfer, assignment or assurance;
(b) the
rights or liabilities of the transferor become by virtue of this Article the
rights or liabilities of the company;
(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 company;
(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 or a predecessor of the transferor is (to the extent to which that
act, matter or thing has any force or effect) taken to have been done or
omitted by, to or in respect of the company;
(e) a
reference in any enactment, in any instrument made under any enactment or in
any document of any kind to the transferor or a predecessor of the transferor
is (to the extent to which it relates to those assets, rights or liabilities)
taken to include a reference to the company.
(2) The operation of this Article
or of Article 4 or 6 (or of any Regulations made under any of those Articles)
is not to be regarded –
(a) as a
breach of contract or confidence or otherwise as a civil wrong;
(b) as a
breach of any contractual provision prohibiting, restricting or regulating the
assignment or transfer of assets, rights or liabilities;
(c) as
giving rise to any remedy by a party to an instrument, or as causing or
permitting the termination of any instrument, obligation or relationship,
because of a change in the beneficial or legal ownership of any asset, right or
liability; or
(d) as an
event of default under any contract or other instrument.
(3) No compensation is
payable to any person or body in connection with a transfer to which Article 4
or 6 applies except to the extent (if any) to which the Regulations made under
that Article so provide.
6 Evidence,
registration and treatment of transfer
(1) The production of a
copy of any Regulations made under Article 4 and signed by the Greffier of
the States shall, for all purposes, be conclusive evidence of the transfer to
and vesting in, the company of any assets, rights or liabilities to which those
Regulations apply.
(2) Nothing in paragraph (1)
affects the value of any other evidence of a transfer that may be adduced.
(3) Regulations made under
Article 4 that specify any interest in immovable property situated in
Jersey and are signed by the Greffier of the States shall be registered in the
Public Registry of Contracts and that registration shall have the like effect
as a contract passed before the Royal Court and the title to any interest in
such immovable property specified in those Regulations shall vest in, belong to
and be held by the company on and after the day of that registration.
(4) The States may, by Regulations,
make provision with respect to the values to be assigned in accounts to the
assets, rights and liabilities of the States, and the treatment of any transfer
of them under this Law.
(5) The States may, by Regulations,
make provision for the purposes of the values to be assigned to the assets,
rights and liabilities of the States, and the treatment of any transfer of them
under this Law, as far as they are relevant to any matter under the Companies (Jersey) Law 1991.
7 Stamp
duty
Stamp duty is not chargeable for or in respect of –
(a) a transfer that is
effected under this Law or, if otherwise effected, that is prescribed for the
purposes of this Article by Regulations made by the States; or
(b) anything prescribed by Regulations
made by the States as something done in consequence of such a transfer.
8 Transfer
of staff
(1) Subject to paragraph (3)
an employee of the States whose ordinary and normal place of work immediately
before the transfer date is the Housing Department of the States of Jersey
shall, on the transfer date, be transferred to the company and on and from that
date –
(a) the person
shall be an employee of the company;
(b) the person’s
contract of employment with the States shall have effect as if it had
originally been made between the person and the company at the date when it was
actually made;
(c) all
rights, powers, duties and liabilities under or in connection with the contract
of employment shall be enforceable or exercisable as if the contract had been
originally made between the employee and the company;
(d) any
collective agreement made by the States (or otherwise on behalf of the States)
with a representative body recognized by or on behalf of the States, being an
agreement that has effect in respect of the employee immediately before the
transfer, shall continue to have effect in respect of the employee as if it had
been originally made by or on behalf of the company with that representative
body;
(e) any
collective agreement made by or on behalf of the States with a representative
body recognized by or on behalf of the States, being an agreement that is
expressed to have effect in respect of the employment of persons by the company
who were not immediately before the transfer date employees of the States shall
have effect from the transfer date as if it had been originally made by or on
behalf of the company with that representative body; and
(f) anything
done before the transfer date by or in relation to the States (or otherwise on
behalf of the States) under or in respect of the contract of employment or the
agreement or in respect of the employee shall be taken to have been done by or
in relation to the company at the time when it was actually done.
(2) A reference in
paragraph (1)(c) to a liability includes any liability that relates
to –
(a) the
employment of a person by the States at any time before the person becomes an
employee of the company by virtue of this Law; and
(b) the person’s
membership of a scheme under the Public Employees (Retirement) (Jersey)
Law 1967.
(3) No employee may be
transferred to the company until the company has been admitted to the scheme
referred to in Regulation 9 of the Public Employees (Contributory Retirement Scheme)
(General) (Jersey) Regulations 1989 and paid to the pension fund
of that scheme such amount as the Actuary determines as being reasonably
attributable to the company in respect of the capitalized value from time to
time of the debt transferred to the scheme when the scheme was amended with
effect from 1st January 1988.
9 Saving
of rights under retirement schemes
If a person was,
immediately before becoming an employee of the company by virtue of this Law, a
member of any scheme made under the Public
Employees (Retirement) (Jersey) Law 1967 then, on so becoming such an employee –
(a) except
to the extent provided in sub-paragraph (b), the terms of the person’s
membership of the scheme, and the rights and liabilities under that scheme, are
unaffected by the person becoming such an employee; and
(b) notwithstanding
anything in that Law or any other enactment or in any other document or under
any arrangement, the company shall, by the operation of this Article, become the
person’s employer for the purposes of the scheme made under the Public
Employees (Retirement) (Jersey) Law 1967.
10 [1]
11 Regulations
Regulations under this Law may contain such transitional,
consequential, incidental, ancillary or supplementary provisions as appear to
the States to be necessary or expedient for the purposes of the Regulations.
12 Citation
This Law may be cited as the Social Housing (Transfer) (Jersey)
Law 2013.