1: Title
This Act is the KiwiSaver (Vulnerable Children) Amendment Act 2014
2: Commencement
This Act comes into force on the day after the date on which it receives the Royal assent.
3: Principal Act
This Act amends the KiwiSaver Act 2006 principal Act 2014-07-01 KiwiSaver Act 2006
4: Section 4 amended (Interpretation)
1: In section 4(1) guardian the Care of Children Act 2004 , but excludes a CYPFA guardian
2: In section 4(1) CYPFA guardian
a: appointed by an order under section 110(1)(a) to (d)
b: whose sole guardianship of the person arises under section 119 of that Act (about the death of a guardian appointed under section 110(1)(e) .
5: Section 35 amended (Opting in by persons under 18)
1: In section 35(3)
a: after with a guardian or a CYPFA guardian
b: after and 1 of their guardians or CYPFA guardians
2: After section 35(4)
5: A person who is less than 16 years with a CYPFA guardian may opt in if the CYPFA guardian (independently from the person, and from all other, if any, CYPFA guardians, guardians, or both, of the person) contracts directly with a provider, in the name of the person. If the provider accepts the person, then the person is treated as––
a: contracting directly with the provider; and
b: 18 years for the purposes of the Minors' Contracts Act 1969; and
c: opting in under section 34(1)(a).
6: If a person who is less than 16 years with a CYPFA guardian is a member of a KiwiSaver scheme (whether opted into before or while the CYPFA guardian's guardianship has effect), the CYPFA guardian has for the purposes of this Act authority (instead of all guardians, if any, of the person, and independently from the person, and from all other, if any, CYPFA guardians of the person) to make decisions (for example, voluntary transfer decisions), or to take other steps, in respect of the person's membership of the scheme.
6: Children, Young Persons, and Their Families Act 1989 amended
1: This section amends the Children, Young Persons, and Their Families Act 1989
2: In section 2(1) guardianship corresponding meaning , and includes, without limitation, a person who is a guardian by virtue of this Act
3: In section 390(1)(a) any bank , or opt into a KiwiSaver scheme in the name of the young person (but only if the young person is under the person’s guardianship, and only in accordance with section 35(3) or (5) of the KiwiSaver Act 2006)
4: In section 390(1)(b) into that account or into any KiwiSaver scheme (whenever it was opted into) of which the young person is a member
5: After section 390(3)
4: Subsections (2) and (3) do not apply to, or to money standing to the young person's credit in, a KiwiSaver scheme of which the young person is a member, and do not limit or affect section 35 (6) 2014-07-01 Children, Young Persons, and Their Families Act 1989


1: Title
This Act is the Imprest Supply (First for 2014/15) Act 2014.
2: Commencement
This Act comes into force on 1 July 2014.
3: Repeal of this Act
1: Sections 6 7 9
2: The rest of this Act is repealed on the close of 30 June 2015. Sections 6, 7, and 9 are repealed on the coming into force of the main Appropriation Act for the 2014/15 year. 2014-08-01 Imprest Supply (First for 2014/15) Act 2014 Note: each year you must check that the main Appropriation Act (Appropriation (0000/00 Estimates) Act 0000) has come into force before doing the amendments. Put in the last date of August as the amends note date. 2015-07-01 Imprest Supply (First for 2014/15) Act 2014 The rest of this Act is repealed on the close of 30 June 2015.
4: Purposes
The purposes of this Act are—
a: to authorise expenses and capital expenditure to be incurred by the Crown and Offices of Parliament during the 2014/15 year in advance of appropriation by way of an Appropriation Act; and
b: to authorise capital injections to be made to departments (other than intelligence and security departments) and Offices of Parliament during the 2014/15 year in advance of authorisation under an Appropriation Act.
5: Interpretation
1: In this Act, unless the context otherwise requires,— 2014/15 year department section 2(1) expenses section 2(1)
a: expenses and capital expenditure incurred by an intelligence and security department; and
b: expenses and non-departmental capital expenditure incurred in advance of a multi-category appropriation.
2: Terms or expressions used and not defined in this Act but defined in the Public Finance Act 1989
6: Authority to incur expenses
Section 6 repealed 1 August 2014 section 3(1)
7: Authority to incur capital expenditure
Section 7 repealed 1 August 2014 section 3(1)
8: Appropriation required
1: All expenses incurred under section 6(1) section 7(1)
2: Until the coming into force of that Appropriation Act, those expenses and that capital expenditure may be incurred during the 2014/15 year as if they had been incurred in accordance with one of the separate appropriations specified in section 7A(1)
9: Authority to make capital injections
Section 9 repealed 1 August 2014 section 3(1)
10: Authorisation required
1: All capital injections made under section 9(1)
2: Until the coming into force of that Appropriation Act, those capital injections may be made during the 2014/15 year as if they had been authorised under section 12A


1: Title
This Act is the Victims' Orders Against Violent Offenders Act 2014.
2: Commencement
This Act comes into force on the day that is 6 months after the date on which it receives the Royal assent.
1: Preliminary provisions
3: Purpose
This Act—
a: acknowledges the ongoing effects of serious violent offending for victims; and
b: with a view to lessening those effects, empowers the court, on the application of a victim, to make a non-contact order prohibiting the offender from having any form of contact with the victim.
4: Interpretation
In this Act, unless the context otherwise requires,— associate section 12 child person court the District Court encourage final non-contact order section 9(4) immediate family
a: means a member of the victim's family, whānau, or other culturally recognised family group, who is in a close relationship with the victim at the time of the specified violent offence
b: to avoid doubt, includes a person who is—
i: the victim's spouse, civil union partner, or de facto partner; or
ii: the victim's child or stepchild; or
iii: the victim's brother or sister or stepbrother or stepsister; or
iv: a parent or step-parent of the victim; or
v: a grandparent of the victim incapable
a: means that the person—
i: lacks, wholly or partly, the capacity to understand the nature, and to foresee the consequences, of decisions in respect of matters relating to his or her personal care and welfare; or
ii: has the capacity to understand the nature, and to foresee the consequences, of decisions in respect of matters relating to his or her personal care and welfare, but wholly lacks the capacity to communicate decisions in respect of matters of that kind; and
b: includes the person being in a state of continuing unconsciousness non-contact order
a: a temporary non-contact order:
b: a final non-contact order specified violent offence Crimes Act 1961
1: section 128B
2: section 129
3: section 129A(1)
4: section 131(1)
5: section 131(2)
6: section 132(1)
7: section 132(2)
8: section 132(3)
9: section 134(1)
10: section 134(2)
11: section 134(3)
12: section 135
13: section 138(1)
14: section 138(2)
15: section 142A
16: section 144A
17: section 172
18: section 173
19: section 174
20: section 175
21: section 177
22: section 188(1)
23: section 188(2)
24: section 189(1)
25: section 191(1)
26: section 191(2)
27: section 198(1)
28: section 198(2)
29: section 198A(1)
30: section 198A(2)
31: section 198B
32: section 200(1)
33: section 201
34: section 208
35: section 209
36: section 232(1)
37: section 234
38: section 235
39: section 236(1)
40: section 236(2) temporary non-contact order section 9(3) victim
a: means—
i: a person against whom a specified violent offence
ii: a person who, through or by means of a specified violent offence
iii: a parent or legal guardian of a child, or of a young person, who falls within subparagraph (i) or (ii), unless that parent or guardian is charged with the commission of, or convicted or found guilty of, or pleads guilty to, the specified violent offence
iv: a member of the immediate family of a person who, as a result of a specified violent offence specified violent offence
b: despite paragraph (a), if a specified violent
i: is charged with the commission of, or convicted or found guilty of, that offence; or
ii: is charged with the commission of, or convicted or found guilty of, an offence relating to the same incident or series of incidents as that offence violent offender offender section 5 young person Section 4 child amended 1 July 2019 section 58(1) Oranga Tamariki Legislation Act 2019 Section 4 court amended 1 March 2017 section 261 District Court Act 2016 Section 4 immediate family amended 16 August 2022 section 23(1) Three Strikes Legislation Repeal Act 2022 Section 4 specified violent offence inserted 16 August 2022 section 23(4) Three Strikes Legislation Repeal Act 2022 Section 4 victim amended 16 August 2022 section 23(2) Three Strikes Legislation Repeal Act 2022 Section 4 victim amended 16 August 2022 section 23(2) Three Strikes Legislation Repeal Act 2022 Section 4 victim amended 16 August 2022 section 23(2) Three Strikes Legislation Repeal Act 2022 Section 4 victim amended 16 August 2022 section 23(2) Three Strikes Legislation Repeal Act 2022 Section 4 victim amended 16 August 2022 section 23(2) Three Strikes Legislation Repeal Act 2022 Section 4 violent offence repealed 16 August 2022 section 23(3) Three Strikes Legislation Repeal Act 2022 Section 4 young person replaced 1 July 2019 section 58(2) Oranga Tamariki Legislation Act 2019
5: Meaning of violent offender or offender
1: In this Act, violent offender offender
a: has been convicted of a specified violent offence
b: has been sentenced to a term of imprisonment of more than 2 years in respect of that offence.
2: For the purposes of subsection (1)(b), it does not matter if,—
a: at the time the sentence of imprisonment was imposed, the person was already subject to a term of imprisonment for 1 or more other offences; or
b: the sentence of imprisonment was imposed concurrently with another sentence of imprisonment for 1 or more other offences. Section 5(1)(a) amended 16 August 2022 section 24 Three Strikes Legislation Repeal Act 2022
6: Act binds the Crown
This Act binds the Crown.
2: Non-contact orders
Applications
7: Application for non-contact order
1: A victim of a specified violent offence
2: However, a victim may not make an application under subsection (1) if—
a: there is in force a protection order against the offender made under the Family Violence Act 2018
b: there is in force a restraining order against the offender made under the Harassment Act 1997
3: An application under subsection (1) may be made—
a: without notice, if the court is satisfied that the delay that would be caused by proceeding on notice would or might entail undue hardship for the victim; or
b: on notice.
4: For the purposes of subsection (2), protected person section 8 Section 7(1) amended 16 August 2022 section 25 Three Strikes Legislation Repeal Act 2022 Section 7(2)(a) amended 1 July 2019 section 259(1) Family Violence Act 2018 Section 7(4) amended 1 July 2019 section 259(1) Family Violence Act 2018
8: Disclosure of offender's address
1: This section applies if—
a: an application for a non-contact order is made on notice by a victim; and
b: the victim does not know the full name and address of the offender; and
c: the Registrar of the court in which the application is made has good reason to believe that the full name and address of the offender is known to—
i: the Commissioner of Police:
ii: the chief executive of the Department of Corrections.
2: If this section applies, the Registrar may request either or both of the persons specified in subsection (1)(c)(i) and (ii) to supply to the Registrar the full name and address of the offender.
3: As soon as practicable after receiving a request under subsection (2), a person must—
a: respond to that request; and
b: supply to the Registrar the information requested if that information is known.
4: If information is supplied to the Registrar under subsection (3), court staff—
a: must treat that information as confidential; and
b: must not disclose the information other than to—
i: effect service of the application on the offender; and
ii: enable the court to consider the victim's application; and
iii: effect service of any order made under section 9 Making non-contact orders
9: Power to make non-contact order
1: The court may make a non-contact order if it is satisfied that—
a: there are ongoing effects of the offending for the victim; and
b: the possibility of contact between the victim and the violent offender will be detrimental to the victim's ability to manage those effects; and
c: the making of the order is reasonably necessary to avoid contact between the victim and the violent offender; and
d: taking into account all of the circumstances, the making of the order is justified.
2: The court may make a non-contact order under subsection (1) in respect of a violent offender, even if there has previously been a non-contact order in force against the offender, on the application of the same, or any other, victim.
3: A non-contact order made on an application without notice is a temporary order.
4: A non-contact order made on an application on notice is a final order. Effect of non-contact orders
10: Effect of temporary non-contact order
1: A temporary non-contact order prohibits the offender against whom it is made from—
a: doing, or threatening to do, any of the following:
i: watching, loitering near, or preventing or hindering access to or from the victim's place of residence, business, employment, educational institution, or any other place that the offender knows the victim visits often:
ii: following, stopping, or accosting the victim:
iii: making contact with the victim (whether by telephone, electronic message, correspondence, or in any other way):
iv: giving offensive material to the victim, or leaving offensive material where it will be found by, given to, or brought to the attention of the victim; and
b: encouraging any other person to do any of the acts specified in paragraph (a) to the victim, where those acts, if done by the offender, would be prohibited by the order.
2: When making a temporary non-contact order, the court may, in relation to any of the prohibitions in subsection (1), impose any conditions or make any directions that it considers reasonably necessary in the circumstances.
11: Effect of final non-contact order
1: A final non-contact order prohibits the offender against whom it is made from—
a: doing, or threatening to do, any of the following:
i: watching, loitering near, or preventing or hindering access to or from the victim's place of residence, business, employment, educational institution, or any other place that the offender knows the victim visits often:
ii: following, stopping, or accosting the victim:
iii: making contact with the victim (whether by telephone, electronic message, correspondence, or in any other way):
iv: giving offensive material to the victim, or leaving offensive material where it will be found by, given to, or brought to the attention of the victim; and
b: encouraging any other person to do any of the acts specified in paragraph (a) to the victim, where those acts, if done by the offender, would be prohibited by the order; and
c: entering any area that may be specified by the court; and
d: residing within any area that may be specified by the court; and
e: engaging in employment in any area that may be specified by the court.
2: When making a non-contact order, the court may, in relation to any of the prohibitions in subsection (1), impose any conditions or make any directions that it considers reasonably necessary in the circumstances. Direction that final non-contact order apply to other persons
12: Application for direction that final non-contact order apply against other persons
1: A victim may apply to the court for a direction that a final non-contact order against the offender also apply against any other person named in the application on the grounds that—
a: the person—
i: has been encouraged by the offender to engage in behaviour of the kind described in section 11(1)(a)
ii: has engaged in any of those kinds of behaviour; and
b: the person's behaviour has been, and continues to be, detrimental to the victim's ability to manage the effects of the offending.
2: An application may be made under subsection (1)—
a: at the same time as making the application on notice for a final non-contact order; or
b: at any subsequent time while the final non-contact order continues in force.
3: On hearing an application made under subsection (1), the court may direct that the final non-contact order apply against any other person named in the application if the court is satisfied that—
a: the grounds in that subsection have been established; and
b: the person engaged in the behaviour without a lawful purpose.
4: Where, pursuant to subsection (3), a final non-contact order applies against any person, that person is prohibited from engaging in behaviour of the kind described in section 11(1)(a) Commencement of non-contact orders
13: Commencement of non-contact order
1: In relation to an offender against whom a non-contact order is made, the order commences on the day on which it is served on the offender.
2: In relation to an associate against whom a final non-contact order is directed to apply, the order commences on the day on which it is served on the associate. Duration, variation, and discharge of non-contact orders
14: Duration of final non-contact order
1: A final non-contact order may be made for such period (whether longer or shorter than 2 years) as the court may specify.
2: A final non-contact order continues in force until—
a: it is discharged under section 17 18
b: the expiry of the period specified by the court; or
c: if no period is specified by the court, the expiry of 2 years from the date on which the order commences.
15: Variation of temporary non-contact order
1: The victim or the offender may at any time make an application to have varied any conditions or directions imposed under section 10(2)
2: On the hearing of an application made under subsection (1), the court may, if it thinks fit, vary any condition or direction imposed under section 10(2)
16: Variation of final non-contact order
1: The victim or the offender may at any time make an application to have a final non-contact order varied.
2: On the hearing of an application made under subsection (1), the court may, if it thinks fit,—
a: vary or discharge a prohibition specified in 1 or more of the following:
i: section 11(1)(c)
ii: section 11(1)(d)
iii: section 11(1)(e)
b: vary or discharge a condition or direction imposed under section 11(2)
c: reduce or extend the duration of the order, whether by specifying a period under section 14(1)
3: The court must not extend the duration of a final non-contact order under this section unless the court is satisfied that the extension is, in all of the circumstances, justified.
17: Discharge of non-contact order on application
1: The victim or the offender may at any time make an application to have a non-contact order discharged.
2: An associate may at any time make an application to have a non-contact order discharged in so far as it relates to the associate.
3: On hearing an application made under subsection (1), the court may, if it thinks fit, discharge the non-contact order, in which case the non-contact order also ceases to apply in respect of every associate.
4: On hearing an application made under subsection (2), the court may, if it thinks fit, discharge the non-contact order in so far as it relates to the associate.
18: Discharge of non-contact order by operation of law
1: A non-contact order made against an offender is discharged by operation of law if—
a: the offender's conviction for the specified violent offence
b: the offender's sentence for the specified violent offence
i: quashed or otherwise set aside; or
ii: substituted with a non-custodial sentence; or
iii: substituted with a sentence of imprisonment for a term of 2 years or less.
2: A non-contact order that is discharged by operation of law ceases to have effect against every associate. Section 18(1)(a) amended 16 August 2022 section 26 Three Strikes Legislation Repeal Act 2022 Section 18(1)(b) amended 16 August 2022 section 26 Three Strikes Legislation Repeal Act 2022 Procedure after temporary non-contact order made
19: Offender may require hearing
1: Where the court makes a temporary non-contact order, the offender is entitled to notify the court that he or she wishes to be heard on whether a final non-contact order should be substituted for the temporary non-contact order.
2: The temporary non-contact order must contain a notice to the offender that clearly states—
a: the offender's right under subsection (1); and
b: that, subject to section 21
3: If, under subsection (1), the offender notifies the court that he or she wishes to be heard, the Registrar of the court must assign a hearing date, which must be—
a: as soon as practicable; and
b: unless there are special circumstances, not later than 42 days after receipt of the offender's notice.
20: Procedure where offender does not require hearing
1: If the offender does not notify the court under section 19
2: However, a temporary non-contact order does not become a final non-contact order under subsection (1) unless the offender has been served with a copy of the order at least 10 days before the 3-month period specified in subsection (1) elapses.
3: If, pursuant to subsection (2), a temporary non-contact order does not become a final non-contact order, the court may from time to time extend the period within which the temporary non-contact order may be served and the temporary non-contact order continues in force until the expiry of any such extensions.
4: Any extension or extensions under subsection (3) may not extend the period within which a temporary non-contact order may be served by more than 3 months in total.
5: If the period for service of a temporary non-contact order has been extended under subsection (3) and at the expiry of that period the temporary non-contact order has not been served, the order lapses.
21: Court may require hearing before order becomes final
1: If, on or after making a temporary non-contact order, the court considers that there is good reason why the order should not become final in accordance with section 20(1)
2: A direction made under subsection (1) may be made even though the offender does not wish to be heard.
3: If, pursuant to subsection (1), the court directs that there be a hearing, the Registrar must assign a hearing date as soon as practicable.
4: If the court makes a direction under subsection (1), it may issue a summons requiring the offender to attend the court at a place and time specified in the summons.
22: Procedure where hearing required
If, pursuant to section 19
a: discharge the temporary non-contact order; or
b: make the temporary non-contact order a final non-contact order (with or without variation). Enforcement of non-contact orders
23: Copies of orders to be sent to Police
1: This section applies to the following orders:
a: a non-contact order; and
b: an order varying a non-contact order; and
c: an order discharging a non-contact order.
2: On the making of an order to which this section applies, the Registrar of the court in which the order is made must ensure that a copy of the order is made available, without delay, to the constable in charge of the Police station nearest to where the victim resides.
3: For the purposes of this section, a copy of an order may be made available in any of the following ways:
a: by sending the copy by means of electronic transmission (whether by fax, electronic message, or other similar means of communication):
b: by entering the copy on a database maintained in electronic form, where that database may be accessed by the constable to whom the copy is required to be made available:
c: by sending the order by ordinary post:
d: by making the copy available in such other manner as is appropriate in the circumstances.
24: Offence to breach non-contact order
1: An offender against whom a non-contact order is made commits an offence if the offender, without reasonable excuse, does anything prohibited by the order.
2: An associate against whom a final non-contact order is directed to apply commits an offence if the associate, without reasonable excuse, does anything prohibited by the order.
3: An offender or associate who is convicted of an offence against this section is liable to—
a: imprisonment for a term not exceeding 2 years; or
b: a fine not exceeding $5,000. Power to clear court and restrict publication of proceedings Heading inserted 14 November 2018 section 167 Courts Matters Act 2018
24A: Power to clear court and restrict publication of proceedings
1: If, in any proceedings under this Act, the court is of the opinion that it is desirable to do so, after having regard to the interests of any person (including, without limitation, the privacy of the applicant) and to the public interest, the court may make 1 or more of the following orders:
a: an order forbidding publication of any report or account of the whole or any part of—
i: the evidence adduced:
ii: the submissions made:
b: an order forbidding the publication of—
i: the name of any person, or any name or particulars likely to lead to the identification of that person:
ii: the affairs of any person:
c: an order excluding all or any persons other than the parties to the proceedings, any lawyer engaged in the proceedings, and any officer of the court from the whole or any part of the proceedings.
2: The court may make an order under this section on its own motion or on the application of any party to the proceedings.
3: Every application to the court for an order under this section may be heard in open court or in chambers.
4: An order made under subsection (1)(a) or (b)—
a: may be made for a limited period or permanently; and
b: if it is made for a limited period, may be renewed for a further period or periods by the court under section 24B
c: if it is made permanently, may be reviewed by the court at any time under section 24B
5: Nothing in this section limits or restricts any other power of the court—
a: to prohibit or restrict the publication of reports or particulars relating to proceedings; or
b: to hear proceedings in private or to exclude any person from the court. 1997 No 92 s 39 Section 24A inserted 14 November 2018 section 167 Courts Matters Act 2018
24B: Application for renewal or review of order made under section 24A
1: If the court makes an order under section 24A(1)(a) or (b)
a: for a renewal of the order, if the order was made for a limited time:
b: for a review of the order, if the order was made permanently.
2: An application may be made under subsection (1) by any person who was a party to the proceedings in which the order was made or by any other person.
3: After considering an application under this section, the court may renew, revoke, vary, or continue the order as it thinks fit. 1997 No 92 s 40 Section 24B inserted 14 November 2018 section 167 Courts Matters Act 2018
24C: Contravention of orders made under section 24A
1: A person commits an offence if the person breaches any order made under section 24A(1)(a) or (b)
2: A person who commits an offence against subsection (1) is liable on conviction,—
a: in the case of an individual, to a fine not exceeding $1,000:
b: in the case of a body corporate, to a fine not exceeding $5,000.
3: The failure to comply with any order made under section 24A(1)(c) subpart 4 1997 No 92 s 41 Section 24C inserted 14 November 2018 section 167 Courts Matters Act 2018 Section 24C(3) replaced 26 August 2020 section 29 Contempt of Court Act 2019 Miscellaneous matters
25: Admission of evidence
In any proceedings under this Act (other than criminal proceedings), and whether by way of hearing in the first instance or by way of appeal, the court may receive any evidence, whether or not admissible under the Evidence Act 2006
26: Vexatious proceedings
1: A court may dismiss any proceedings before it under section 16 17
a: frivolous; or
b: vexatious; or
c: an abuse of the procedure of the court.
2: If a court is satisfied that a person has persistently instituted vexatious proceedings under section 16 17
27: Explanation of orders
1: Where, in any proceedings under this Act (other than criminal proceedings), the offender or associate, as the case may be, is before the court, then on making a non-contact order (other than an order discharging a non-contact order), the Judge must explain to that person—
a: the effect of the order; and
b: the consequences that may follow if the person fails to comply with the terms of the order; and
c: the means by which the order can be varied or discharged.
2: A Registrar may give the explanation required by subsection (1).
3: Failure to give the explanation required by subsection (1) does not affect the validity of the order made.
4: Where the court makes an order under this Act, the copy of the order that is given to or served on the offender (and, where applicable, the associate) must include a notice stating—
a: the consequences that may follow if the person fails to comply with the terms of the order; and
b: the means by which the order can be varied or discharged.
5: Failure to include in a copy of an order made under this Act the notice required by subsection (4) does not affect the validity of the order made. Rules
28: Rules of court
1: In addition to all the other powers conferred by the District Court Act 2016
a: regulating the practice and procedure of the District Court
b: providing for such matters as are contemplated by this Act or necessary for giving full effect to its provisions and for its due administration.
2: Without limiting subsection (1), rules made under that subsection may—
a: prescribe such forms as are necessary for the purposes of this Act, or authorise any specified person or persons to prescribe or approve forms, and require the use of such forms:
b: apply, with or without modification, provisions of the District Court
3: In the absence of any rules under this section or in any situation not covered by such rules, the District Court
4: Rules under subsection (1)(b) are secondary legislation ( see Part 3
5: See section 228 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation made under this section. Legislation Act 2019 requirements for secondary legislation made under this section Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 cl 32(1)(a) Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act. Section 28(1) amended 1 March 2017 section 261 District Court Act 2016 Section 28(1)(a) amended 1 March 2017 section 261 District Court Act 2016 Section 28(2)(b) amended 1 March 2017 section 261 District Court Act 2016 Section 28(3) amended 1 March 2017 section 261 District Court Act 2016 Section 28(4) inserted 28 October 2021 section 3 Secondary Legislation Act 2021 Section 28(5) inserted 28 October 2021 section 3 Secondary Legislation Act 2021 Sharing of information relating to criminal proceedings
29: Amendment to Criminal Procedure Act 2011
1: This section amends the Criminal Procedure Act 2011
2: In section 387(1)(h) or the Harassment Act 1997 , the Harassment Act 1997, or the Victims' Orders Against Violent Offenders Act 2014 2014-12-30 Criminal Procedure Act 2011 Sharing of information about non-contact orders
30: Amendment to Privacy Act 1993
1: This section amends the Privacy Act 1993
2: In Schedule 5 Police records The following table is small in size and has 3 columns. This table is an amendment to the table in Schedule 5 of the Privacy Act 1993 and should be read with that table to provide understanding of the context. Non-contact orders Details of non-contact orders made under the Victims' Orders Against Violent Offenders Act 2014 Department of Corrections (access is limited to obtaining information about any offender who is subject to a non-contact order while also subject to—
a: a full-time custodial sentence (including while released on parole or subject to an extended supervision order made under section 107I section 93
b: a sentence of intensive supervision, community detention, community work, or supervision; or
c: a non-association order; or
d: a sentence of home detention (including while subject to post-detention conditions). Access is for the purpose of managing the offender's sentence and any post-sentence conditions in a manner consistent with any non-contact order.) 2014-12-30 Privacy Act 1993


Companies Amendment Act 2014

1: Title
This Act is the Companies Amendment Act 2014.
2: Commencement
1: Except as provided in subsection (2), Parts 2 4
2: Sections 58 59 Schedule 2
3: For the purpose of subsection (2),—
a: 1 or more orders may be made bringing different provisions into force on different dates and for different purposes; and
b: provision Schedule 2
4: The rest of this Act comes into force on the day after the date on which it receives the Royal assent. Section 2(1) brought into force 1 May 2015 clause 2(4) Companies Amendment Act 2014 Commencement Order 2014 Section 2(2) brought into force 1 September 2014 clause 2(1) Section 2(2) brought into force 11 September 2014 clause 2(2) Companies Amendment Act 2014 Commencement Order 2014 Section 2(2) brought into force 11 September 2014 clause 2(3) Companies Amendment Act 2014 Commencement Order 2014
3: Principal Act amended
This Act amends the Companies Act 1993 OIC LI 2014/273 2015-05-01 Companies Act 1993 Section 2(1): Except as provided in subsection (2), Parts 2 and 4 come into force 365 days after the date on which this Act receives the Royal assent unless they are earlier brought into force on a date appointed by the Governor-General by Order in Council. and The whole of Part 2 and the remaining provisions of Part 4 brought in force by cl 2(4) of the OIC 2014-07-03 Companies Act 1993 Section 2(4): Excluding Parts 2 and 4, sections 58, 59 and Schedule 2. The rest of this Act comes into force on the day after the date on which it receives the Royal assent.
1: Criminalisation of breaches of certain directors’ duties
4: New section 138A inserted
The following section is inserted after section 138
138A: Offence for serious breach of director's duty to act in good faith and in best interests of company
1: A director of a company commits an offence if the director exercises powers or performs duties as a director of the company—
a: in bad faith towards the company and believing that the conduct is not in the best interests of the company; and
b: knowing that the conduct will cause serious loss to the company.
2: However, a director does not commit an offence under subsection (1) if the power or duty in question is exercised or performed under any of section 131(2) to (4) or is a power exercised under section 132.
3: A person who commits an offence under this section is liable on conviction to the penalties set out in section 373(4).
5: Penalty for failure to comply with Act
Section 373(4)(f) or dishonestly incurring debt fraudulently
6: Fraudulent use or destruction of property
Section 378(a) , or for the use or benefit of a person other than the company use or purpose of the company
7: Carrying on business fraudulently
1: The heading to section 380 or dishonestly incurring debt
2: Section 380
4: Every director of a company commits an offence and is liable on conviction to the penalties set out in section 373(4) if—
a: the company incurs a debt (the debt
b: the company—
i: is insolvent at the time that it incurs the debt; or
ii: becomes insolvent by incurring the debt; or
iii: is insolvent at the time that it incurs debts that include the debt; or
iv: becomes insolvent by incurring debts that include the debt; and
c: the director knows, at the time when the company incurs the debt, that the company is insolvent or will become insolvent as a result of incurring the debt or other debts that include the debt; and
d: the director’s failure to prevent the company incurring the debt is dishonest.
5: In subsection (4), insolvent
2: One or more directors to live in New Zealand and other measures
8: Interpretation
Section 2(1) enforcement country section 10(d) limited partnership overseas limited partnership ultimate holding company
a: is a holding company of the company; and
b: is itself not a subsidiary of any body corporate ultimate holding company information section 94A
9: Essential requirements
Section 10
d: 1 or more directors, of whom at least 1 must—
i: live in New Zealand; or
ii: live in an enforcement country and be a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country.
10: Application for registration
1: Section 12(2)
b: in relation to every director of the proposed company,—
i: his or her full name and date and place of birth; and
ii: his or her residential address; and
iii: if the residential address is in an enforcement country, whether the director is a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country and, if so, the prescribed information; and
2: Section 12(2)
ca: the proposed company's ultimate holding company information; and
11: New heading and sections 94A and 94B inserted
The following heading and sections are inserted after section 94 Ultimate holding company
94A: Meaning of ultimate holding company information
For the purposes of this Act, ultimate holding company information
a: the name of the ultimate holding company:
b: the ultimate holding company's country of registration:
c: the ultimate holding company's registration number or code (if any):
d: the registered office of the ultimate holding company:
e: any other prescribed information.
94B: Notice of ultimate holding company changes
1: The board of a company must ensure that notice (in the form and manner required by the Registrar) of any changes in the company's ultimate holding company information is delivered to the Registrar for registration.
2: A notice under subsection (1) must—
a: specify the date of the change; and
b: include the new ultimate holding company information; and
c: be delivered to the Registrar within 20 working days of the date of the change.
3: If a board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).
12: Number of directors
Section 150 at least 1 director 1 or more directors ( see section 10(d)
13: Notice of change of directors
Section 159(2)
b: include, in relation to every person who is a director of the company from the date of the notice, the information required by section 12(2)(b)(i) to (iii)
14: Public inspection of company records
Section 215(1)
ca: the company's ultimate holding company information:
15: Amalgamation proposal
1: Section 220(1)
c: in relation to every director of the amalgamated company, his or her full name and the information required by section 12(2)(b)(ii) and (iii):
2: Section 220(1)
ea: the ultimate holding company information of each of the amalgamating companies and of the amalgamated company:
16: Registration of amalgamation proposal
Section 223
ba: the date and place of birth of every director of the amalgamated company; and
17: Inspection and evidence of registers
Section 363
6: This section is subject to section 367A
18: New section 367A inserted
The following section is inserted after section 367
367A: Confidentiality of director information
1: The Registrar must treat director information as confidential and must not make it available to a member of the public.
2: The Official Information Act 1982 does not apply to director information.
3: In this section, director information 2008 No 1 s 115
19: New section 387A inserted
The following section is inserted after section 387
387A: Service of documents on directors in legal proceedings
1: A document, including a writ, summons, notice, or order, in any legal proceedings involving a director in his or her capacity as director may be served on the director as follows:
a: by delivery to the director; or
b: by leaving it at the director's residential address (as that address is shown in the register); or
c: by leaving it at the company's registered office or address for service; or
d: by serving it in accordance with any directions as to service given by the court having jurisdiction in the proceedings; or
e: in accordance with an agreement made with the director; or
f: by serving it at an address for service given in accordance with the rules of the court having jurisdiction in the proceedings or by such means as a solicitor has, in accordance with those rules, stated that the solicitor will accept service.
2: The methods of service specified in subsection (1) are the only methods by which a document in legal proceedings may be served on a director in New Zealand.
20: Service of other documents on companies
Section 388(1) ; or
d: by sending it by email to an electronic address used by the company.
21: New section 388A inserted
The following section is inserted after section 388
388A: Service of other documents on directors
A document, other than a document in any legal proceedings, may be served on a director as follows:
a: by any of the methods set out in paragraphs (a), (b), (c), and (e) of section 387A
b: by posting it to the director at the director's residential address (as that address is shown in the register) or delivering it to a box at a document exchange that the director is using at the time; or
c: by posting it to the company's registered office or address for service or delivering it to a box at a document exchange that the company is using at the time; or
d: by sending it by fax machine to a telephone number used for the transmission of documents by fax at the director's residential address (as that address is shown in the register); or
e: by sending it by fax machine to a telephone number used for the transmission of documents by fax at the company's registered office or address for service or its head office or principal place of business; or
f: by sending it by email to an electronic address used by the director; or
g: by sending it by email to an electronic address used by the company.
22: Additional provisions relating to service
1: Section 392(1)
ca: a document sent by email is deemed to have been received on the working day following the day on which it was sent:
2: Section 392(1)
f: in proving service of a document by email, it is sufficient to prove that—
i: the document was properly addressed; and
ii: the document was properly sent to the email address.
23: Regulations
Section 395(1)
ba: prescribing a country, State, or territory outside New Zealand as an enforcement country for the purposes of section 10(d)
bb: prescribing information required for the purposes of section 12(2)(b)(iii) and paragraph (ga) of Schedule 4
bc: prescribing information required for the purposes of section 94A(e)
24: Schedule 4 amended
1: Paragraph (g) of Schedule 4 , dates and places of birth, names
2: Schedule 4
ga: if a director is resident in an enforcement country, the prescribed information in respect of the company or companies in that country of which the director is a director:
gb: the company's ultimate holding company information: Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc
25: Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc
1: Before the close of the 180th day after the commencement of this section, section 10(d)(i) and (ii)
2: A company incorporated before the commencement of this section that does not comply with the requirements in section 10(d)(i) or (ii)
a: arrange for a director who complies with the requirements in section 10(d)(i) or (ii)
b: in the manner required by the Registrar, notify the Registrar of the following:
i: that a director complies with the requirements in section 10(d)(i) or (ii)
ii: the information required under section 12(2)(b)(i) to (iii)
3: If a company fails to comply with subsection (2), the company does not comply with section 10 see section 318(1)(aaa) Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information
26: Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information
1: A company incorporated before the commencement of this section must provide the Registrar with the following information (at the time and in the manner required by the Registrar):
a: the date and place of birth of each director; and
b: the company's ultimate holding company information.
2: If a company fails to comply with subsection (1),—
a: the company commits an offence and is liable on conviction to the penalty set out in section 373(2)
b: every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2)
3: Sections 373(2) 374(2) 375 to 380
3: Arrangements and amalgamations of code companies
No long-form amalgamations of code company under Part 13 of principal Act
27: Interpretation
Section 2(1) code company
28: Amalgamations
1: Section 219 Two or more Except as provided in subsection (2)
2: Section 219
2: A code company may not amalgamate under sections 220 and 221. Transitional provision relating to amendments to Part 13 of principal Act
29: Transitional provision relating to amendments to Part 13 of principal Act
1: An amalgamation proposal involving 1 or more code companies that has been approved by the boards of all amalgamating companies in accordance with section 221(1) section 28
2: Section 28
a: an amalgamation described in subsection (1) that takes effect on or after the 180th day after the commencement of section 28
b: any other amalgamation proposal that has not been approved by the boards of all companies in accordance with section 221(1) section 28
3: In this section, takes effect sections 224 225 No court approval of arrangement or amalgamation involving code company under Part 15 of principal Act except in certain circumstances
30: New sections 236A and 236B inserted
The following sections are inserted after section 236
236A: Arrangement or amalgamation involving code company
1: If a proposed arrangement or amalgamation affects the voting rights of a code company, the applicant for an order under section 236(1) must, at the same time as filing the application, notify the Takeovers Panel of the application.
2: The court may not make an order under section 236(1) that affects the voting rights of a code company unless—
a: the code company's shareholders approve the arrangement or amalgamation in accordance with subsection (4); and
b: either of the following applies:
i: the court is satisfied that the shareholders of the code company will not be adversely affected by the use of section 236(1) rather than the takeovers code to effect the change involving the code company; or
ii: the applicant has filed a statement from the Takeovers Panel indicating that the Takeovers Panel has no objection to an order being made under section 236(1).
3: The court need not approve a proposed arrangement or amalgamation merely because the Takeovers Panel has no objection to an order being made under section 236(1).
4: For the purposes of subsection (2)(a), the code company's shareholders may only approve the arrangement or amalgamation in the following way:
a: by a resolution approved by a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting on the question; and
b: by a resolution approved by a simple majority of the votes of those shareholders entitled to vote.
5: For the purposes of this section and section 236B,— affects the voting rights interest class Schedule 10 voting right
236B: Takeovers code does not apply where court order under section 236
The takeovers code does not apply where the court has made an order under section 236(1) that affects the voting rights of a code company.
31: Consequential amendments to Takeovers Act 1993
1: This section amends the Takeovers Act 1993
2: Section 2(1) director director
a: in relation to a company, means a person occupying the position of a director of the company, by whatever name called; and
b: in relation to a partnership (other than a special partnership or a limited partnership), means a partner; and
c: in relation to a special partnership or a limited partnership, means a general partner; and
d: in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate that is comparable with that of a director of a company; and
e: in relation to any other person, means that person; and
f: includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e)
3: Section 8(1)
eb: to consider applications for an order under section 236(1) of the Companies Act 1993 that affects the voting rights of a code company (within the meaning of that term in section 236A of the Companies Act 1993), and to indicate whether or not it has an objection to such an order:
4: The following section is inserted after section 23
23A: Takeovers code does not apply where court order under section 236 of Companies Act 1993
The takeovers code does not apply where the court has made an order under section 236(1) of the Companies Act 1993 that affects the voting rights of a code company (within the meaning of that term in section 236A of the Companies Act 1993). 2014-07-03 Takeovers Act 1993
32: Consequential amendments to takeovers code
1: This section amends the takeovers code set out in the Schedule
2: Paragraphs (b) and (c) of the definition of director rule 3(1) or a limited partnership special partnership
3: The definition of director rule 3(1)
d: in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate that is comparable with that of a director of a company; and
4: The definition of director rule 3(1)
f: includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e) 2014-07-03 Takeovers Code Approval Order 2000
33: Consequential amendment to Takeovers (Fees) Regulations 2001
1: This section amends the Takeovers (Fees) Regulations 2001
2: Regulation 4(2)
aa: considering an application for an order under section 236(1) of the Companies Act 1993 that affects the voting rights of a code company (within the meaning of that term in section 236A of the Companies Act 1993), and indicating whether or not the Panel has an objection to such an order: 2014-07-03 Takeovers (Fees) Regulations 2001 Transitional provision relating to amendments to Part 15 of principal Act
34: Transitional provision relating to amendments to Part 15 of principal Act
1: An application for an order under section 236(1) section 30 section 30
2: Section 236A section 30 section 236(1) section 30 New Schedule 10 added
35: New Schedule 10 added
The Schedule 10 Schedule 1
4: Enhanced powers of Registrar
36: Interpretation
Section 2(1) control interest
37: Meaning of director
1: Section 126(1)(b) 318(1)(bb), 301,
2: Section 126(1)(c) 318(1)(bb), 301,
38: Grounds for removal from register
1: Section 318(1)
aaa: the company does not comply with section 10; or
2: Section 318(1)
b: the Registrar has reasonable grounds to believe that—
i: the company is not carrying on business; and
ii: there is no proper reason for the company to continue in existence; or
ba: the company has failed to respond to a requirement made under section 365(1)(caaa)
bb: the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed to respond to a requirement made in relation to that or another company under section 365F or 365G; or
bc: the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has intentionally provided the Registrar with inaccurate information; or
bd: the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed in a persistent or serious way to comply with duties relating to the company—
i: under this Act; or
ii: under the Financial Reporting Act 1993 while in force, except that the Registrar may not rely on this ground after 5 years have elapsed after this subparagraph came into force; or
3: Section 318 is amended by inserting the following subsection after subsection (1):
1A: The Registrar may choose not to proceed with the removal of a company from the New Zealand register despite subsection (1)(aaa), (bb), (bc), or (bd) applying.
4: Section 318(4)(b) reason a proper reason
5: Section 318
4A: The Registrar may remove a company from the New Zealand register under subsection (1)(aaa), (ba), (bb), (bc), or (bd) only if—
a: the Registrar has complied with section 319; and
b: the Registrar—
i: is satisfied that no person has objected to the removal under section 321; or
ii: if an objection to the removal has been received, has complied with section 322.
39: Notice of intention to remove where company has ceased to carry on business or application fee not paid
1: The heading to section 319 where company has ceased to carry on business or application fee not paid company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)
2: Section 319(1) section 318(1)(b) section 318(1)(aaa), (b), (ba), (bb), (bc), (bd),
3: Section 319
2: The notice to be given under subsection (1)(a) must state the section under, and the grounds on which, it is intended to remove the company from the New Zealand register and must include the following information in respect of the relevant grounds:
a: if section 318(1)(aaa)
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it complies with section 10:
b: if section 318(1)(b)
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it is carrying on business or that there is a proper reason for it to continue in existence:
c: if section 318(1)(ba)
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company (by notice in writing)—
A: responds to the requirement made under section 365(1)(caaa)
B: satisfies the Registrar that there is a proper reason for it to continue in existence:
d: if section 318(1)(bb) applies, that the company will be removed from the New Zealand register unless—
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—
A: information has been disclosed as required by the Registrar under section 365F or 365G (in accordance with any specification under section 365H); or
B: there is a proper reason for the company to continue in existence:
e: if section 318(1)(bc)
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—
A: the information provided is accurate; or
B: the inaccurate information was provided unintentionally; or
C: accurate information has since been supplied; or
D: there is a proper reason for the company to continue in existence:
f: if section 318(1)(bd)
i: the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or
ii: by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—
A: there has been no persistent or serious failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993; or
B: there is a proper reason for the company to continue in existence:
g: if section 318(1)(f) applies, that the company will be removed from the New Zealand register unless the fee prescribed by regulations for the application for registration of the company under section 12 is paid in full to the Registrar within 20 working days after the date of the notice.
4: Section 319(3)(c) section 318(1)(b) applies section 318(1)(aaa), (b), (ba), (bb), (bc), or (bd) applies
40: Notice of intention to remove in other cases
The heading to section 320 in other cases company under paragraph (c), (d), or (e) of section 318(1)
41: Objection to removal from register
1: Section 321(1)(a)
a: omitting still
b: omitting other a proper
2: Section 321
4: Where a notice is given of an intention to remove a company from the New Zealand register, in addition to an objection to the removal on 1 or more of the grounds identified in subsection (1), in relation to any of the grounds for removal specified in the first column of the following table, any person may deliver to the Registrar, not later than the date specified in the notice, an objection to the removal on any of the corresponding grounds specified in the second column of the following table: The following table is small in size and has 2 columns. Column 1 is headed Grounds for removal. Column 2 is headed Grounds for objection. Grounds for removal Grounds for objection The company does not comply with section 10 The company complies with section 10 The company has failed to respond to a requirement made under section 365(1)(caaa) or (c) The company has responded to the requirement made under section 365(1)(caaa) or (c) The Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed to respond to a requirement made in relation to that or another company under section 365F or 365G Information has been disclosed as required by the Registrar under section 365F or 365G (in accordance with any specification under section 365H) The Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has intentionally provided the Registrar with inaccurate information The company has provided accurate information or inaccurate information was provided unintentionally The Registrar has reasonable grounds to believe that the company, or 1 or more of its directors or shareholders, has failed to comply with duties relating to the company under this Act or the Financial Reporting Act 1993 in a serious or persistent way There has been no serious or persistent failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993
3: Section 321
5: An objection on the grounds described in subsection (1) or (4) must, if required by the Registrar, be verified by the production of original documents or certified copies of original documents or by statutory declaration.
42: Duties of Registrar if objection received
1: Section 322(1) , or (4) or (c)
2: Section 322(1)
ba: despite the objection, section 318(1)(aaa), (ba), (bb), (bc), or (bd)
43: Registrar may restore company to New Zealand register
1: Section 328(1)
a: the grounds for the removal did not exist at the time the company was removed; or
2: Section 328
1A: The Registrar may, on the application of a person referred to in subsection (2), or on his or her own motion, restore a company that has been removed from the register to the register if the Registrar is satisfied that the company was carrying on business at the time of its removal and there is a proper reason for the company to continue in existence.
3: Section 328(3)(a) paragraph (b) or paragraph (c) of section 318(1) section 318(1) (aaa), (b), (ba), (bb), (bc), (bd)
44: Court may restore company to New Zealand register
1: Section 329(1)(a)(i)
a: omitting still
b: omitting other a proper
2: Section 329
1A: In considering whether to restore a company to the register on the ground referred to in subsection (1)(a)(i) or (b), the court must have regard to the reasons for the company’s removal and whether those grounds existed at the time of removal or exist at the time of the hearing of the application.
45: Rectification or correction of New Zealand register and overseas register
1: Section 360A(1)(b) due to a clerical error by the Registrar
2: Section 360A(2) Before the Registrar rectifies the New Zealand register or the overseas register under subsection (1)(a), the Registrar must Unless the rectification or correction relates solely to the person who provided it, the Registrar, before rectifying the register under subsection (1)(a), must
46: Registration of documents
Section 362(2)
ba: is involved in a requirement made under section 365(1)(caaa)
47: Registrar's powers of inspection
1: Section 365(1)(a)
iaa: ascertaining whether information provided to the Registrar is correct; or
2: Section 365(1)
caaa: require a person, in relation to information provided to the Registrar, to—
i: confirm that the information is correct; or
ii: correct the information; or
3: Section 365
1A: When exercising the powers described in subsection (1)(caaa)
a: a particular form in which the confirmation or correction must be provided; and
b: a date by which the confirmation or correction must be provided; and
c: whether the confirmation or correction must be verified by the production of original documents or certified copies of original documents or by a statutory declaration.
4: Section 365(5)(a) subsection (1)(c) subsection (1)(caaa)
48: New sections 365A to 365H and headings inserted
The following sections and headings are inserted after section 365 Registrar's powers to identify controllers of company
365A: Purpose of sections 365B to 365H
1: The purpose of sections 365B to 365H is to ensure that the Registrar may, for law enforcement purposes, obtain adequate, accurate, and timely information on the beneficial ownership and control of companies in order to conform with New Zealand's obligations under the FATF Recommendations.
2: In this section,— FATF FATF Recommendations
365B: Control interests in shares (basic rule)
1: In sections 365D to 365F, a person has a control interest
a: is a shareholder; or
b: is a beneficial owner of the share; or
c: has the power to exercise, or to control the exercise of, a right to vote attached to the share; or
d: has the power to acquire or dispose of, or to control the acquisition or disposal of, the share.
2: Subsection (1) applies regardless of whether the power or control is express or implied, direct or indirect, legally enforceable or not, related to a particular share or not, exercisable presently or in the future, or exercisable alone or jointly with another person or persons (but a power to cast merely 1 of many votes is not, in itself, a joint power of this kind).
3: Subsection (1) applies regardless of whether or not the power or control is or can be made subject to restraint or restriction or is exercisable only on the fulfilment of a condition.
4: If 2 or more persons can jointly exercise a power, each of those persons is taken to have that power. 1988 No 234 s 5
365C: Extension of basic rule to powers or controls exercisable through trust, agreement, etc
1: A person has a power or control referred to in section 365B if the power or control is, or may at any time be, exercised under, by virtue of, by means of, or as a result of a revocation or breach of, a trust or an agreement (or any combination of them).
2: Subsection (1) applies regardless of whether or not the trust or agreement is legally enforceable or whether or not the person is a party to it. 1988 No 234 s 5A
365D: Extension of basic rule to interests held by other persons under control or acting jointly
1: A person ( A B
a: B or B's directors are accustomed or under an obligation (whether legally enforceable or not) to act in accordance with A's directions, instructions, or wishes in relation to a power or control referred to in section 365B; or
b: A has the power to exercise, or control the exercise of, 20% or more of the votes that may be cast at a meeting of shareholders of B; or
c: A has the power to acquire or dispose of, or to control the acquisition or disposal of, shares that have 20% or more of votes that may be cast at a meeting of shareholders of B; or
d: A and B are related bodies corporate; or
e: A and B have an agreement, arrangement, or understanding to act in concert in relation to a power or control referred to in section 365B.
2: For the purposes of subsection (1),— share
a: a share in a company:
b: a share in an industrial and provident society:
c: a share in a building society:
d: a partnership interest in a partnership shareholder
3: For the purposes of subsection (1)(a), director
a: in relation to a company, any person occupying the position of a director of the company by whatever name called:
b: in relation to a partnership (other than a limited partnership), any partner:
c: in relation to a limited partnership, any general partner:
d: in relation to a body corporate or unincorporate other than a company, partnership, or limited partnership, any person occupying a position in the body that is comparable with that of a director of a company.
4: For the purposes of subsection (1)(d), a body corporate ( A related B
a: B is A's holding company or subsidiary; or
b: more than half of A's issued shares (other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital) are held by B and bodies corporate that are related to B (whether directly or indirectly, but other than in a fiduciary capacity), or vice versa; or
c: more than half of the issued shares (other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital) of each of A and B are held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or
d: the businesses of A and B have been so carried on that the separate business of each body corporate, or a substantial part of that business, is not readily identifiable; or
e: there is another body corporate to which A and B are both related. 1988 No 234 s 5B(1)
365E: Situations not giving rise to control interests
A person ( A
a: the ordinary business of A consists of, or includes, the lending of money or the provision of financial services, or both, and A has the control interest only as security given for the purposes of a transaction entered into in the ordinary course of the business of A; or
b: A is authorised to undertake trading activities on a licensed market and A acts for another person to acquire or dispose of the share on behalf of that person in the ordinary course of A's business of carrying out those trading activities; or
c: A has been authorised by resolution of the directors of a company to act as its representative at a particular meeting of shareholders, or of a class of shareholders, of the company, and a copy of the resolution is deposited with the company before the meeting; or
d: A is appointed as a proxy to vote at a particular meeting of shareholders, or of a class of shareholders, of a company and the instrument of A's appointment is deposited with the company before the meeting; or
e: A is a shareholder of a company and the company's constitution gives the shareholder pre-emptive rights on the transfer of the shares, if all shareholders have pre-emptive rights on the same terms. 1988 No 234 s 6
365F: Registrar may require persons to disclose control interests and powers to get control interests
1: The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 365A, require a specified person to disclose full details of all (or any class of)—
a: control interests that the specified person has in shares of a company and of the circumstances that give rise to those interests; or
b: powers that the specified person has or may at any time have to acquire a control interest in shares of a company and of the circumstances that give rise to that interest; or
c: control interests that any other person (whom the specified person must identify by name and with current contact details) has in shares of a company and of the circumstances that give rise to the other person's interests.
2: However, a matter referred to in subsection (1)(c) need only be disclosed to the extent to which it is known to the specified person required to make the disclosure.
3: Subsection (1) applies regardless of whether the shares referred to in subsection (1) have voting rights or not or are issued or yet to be issued.
4: Sections 365B to 365E apply in determining whether or not a person has a power referred to in subsection (1)(b) (and for this purpose every reference in those sections to a control interest must be read as including a reference to the power to acquire a control interest).
5: The person must disclose the information required under subsection (1) in accordance with any specifications under section 365H.
6: For the purposes of this section, specified person
a: a shareholder in the company:
b: a director of the company:
c: a person named in a previous disclosure under subsection (5) as having a control interest in shares of the company.
7: If a person fails to comply with subsection (5), he or she commits an offence and is liable on conviction to the penalty set out in section 373(2). 1988 No 234 ss 34, 35; Corporations Act 2001 ss 672A, 672B (Aust)
365G: Registrar may require disclosure about controllers or delegates of directors
1: The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 365A, require a specified person to disclose control information in relation to a company.
2: However, the following types of control information need only be disclosed to the extent to which they are known to the specified person:
a: directions or instructions given to any other person:
b: directions or instructions—
i: given to the board that were not provided to the specified person; or
ii: given to the board when the specified person was not a director.
3: A specified person must disclose the information required under subsection (1) in accordance with any specifications under section 365H.
4: If a specified person fails to comply with subsection (3), he or she commits an offence and is liable on conviction to the penalty set out in section 374(2).
5: For the purposes of this section,— control information
a: any directions or instructions relating to the management and administration of the company given to a specified person ( A B
b: any delegation of powers relating to the management and administration of the company by a specified person to another person specified person
a: a director of the company:
b: a person named in a previous disclosure under subsection (3) concerning that company.
365H: Registrar may specify deadlines, form, and verification for information required under section 365F or 365G
When exercising a power described in section 365F or 365G, the Registrar (or a person authorised by the Registrar) may specify—
a: a particular form in which the information must be provided; and
b: a date by which the information must be provided; and
c: whether the information must be verified by the production of original documents or certified copies of original documents or by a statutory declaration. Other matters relating to Registrar's powers
49: Disclosure of information and reports
1: Section 366(1)
a: omitting purpose purposes
b: inserting , 365F, 365G, or 365H section 365
2: Section 366(1)(g) except in the case of an authorisation under section 365F, 365G, or 365H, any person
3: Section 366
1A: The Registrar or any person authorised by the Registrar may give information disclosed to the Registrar under section 365F or 365G to a government agency for law enforcement purposes if the Registrar is satisfied that the agency has a proper interest in receiving the information.
1B: For the purposes of subsection (1A),— government agency
a: the Crown Law Office:
b: the Department of Internal Affairs:
c: the Financial Markets Authority:
d: the Government Communications Security Bureau:
e: the Inland Revenue Department:
f: the Ministry of Business, Innovation and Employment:
g: the Ministry of Justice:
h: the New Zealand Customs Service:
i: the New Zealand Security Intelligence Service:
j: the New Zealand Police:
k: the Reserve Bank of New Zealand:
l: the Serious Fraud Office:
m: any international counterpart of the entities in paragraphs (a) to (l) law enforcement purposes
a: the administration of this Act and the Anti-Money Laundering and Countering Financing of Terrorism Act 2009:
b: the detection, investigation, and prosecution of—
i: any offence under this Act; or
ii: any offence under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009; or
iii: a money laundering offence (within the meaning of section 5 of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009); or
iv: any offence under section 143B of the Tax Administration Act 1994; or
v: any serious offence (within the meaning of section 243(1) of the Crimes Act 1961):
c: the enforcement of the Proceeds of Crime Act 1991 or the Criminal Proceeds (Recovery) Act 2009:
d: the enforcement of the Misuse of Drugs Act 1975:
e: the enforcement of the Terrorism Suppression Act 2002:
f: the administration of the Mutual Assistance in Criminal Matters Act 1992:
g: the investigation of matters relating to security under the New Zealand Security Intelligence Service Act 1969:
h: any action referred to in paragraphs (a) to (g) taken in respect of legislation of an overseas jurisdiction that is broadly equivalent to the enactments listed in those paragraphs.
4: Section 366(2) and (3) , 365F, 365G, or 365H section 365
5: Section 366(3)(c) (1) or subsection (2) (1), (1A), (1B), or (2)
50: New sections 366A and 366B inserted
The following sections are inserted after section 366
366A: Registrar's powers to insert note of warning in register
1: The Registrar may, if the Registrar thinks it is appropriate, insert a note of warning in the register in relation to a company in any of the following circumstances:
a: information or documents relating to the company are subject to a requirement made under section 365(1)(caaa)
b: any of the grounds described in section 318(1)(aaa) or (b) to (f) apply to the company.
2: If the Registrar has inserted a note of warning in relation to a company ( company A
366B: Registrar must remove note of warning
The Registrar must remove a note of warning inserted under section 366A
51: Inspector's report admissible in liquidation proceedings
Section 369 , or in relation to a disclosure under section 365F, 365G, or 365H, section 365
52: Exercise of powers under section 365 not affected by appeal
1: The heading to section 371 , 365F, 365G, or 365H section 365
2: Section 371(1) , 365F, 365G, or 365H section 365 Additional power for Registrar or FMA to prohibit persons from managing companies
53: Persons prohibited from managing companies
Section 382(1)
a: a person has been convicted of an offence in connection with the promotion, formation, or management of a company (being an offence that is punishable by a term of imprisonment of not less than 3 months); or
54: Court may disqualify directors
Section 383(1)
a: a person has been convicted of an offence in connection with the promotion, formation, or management of a company (being an offence that is punishable by a term of imprisonment of not less than 3 months), or has been convicted of a crime involving dishonesty as defined in section 2(1) of the Crimes Act 1961; or
55: New section 385AA inserted
The following section is inserted after section 385
385AA: Additional power for Registrar or FMA to prohibit persons from managing companies
1: This section applies in relation to a company that has been removed from the New Zealand register on any of the grounds described in section 318(1)(ba), (bb), (bc), or (bd)
2: The Registrar or the FMA may, by notice in writing given to a person, prohibit that person from being a director or promoter of a company, or being concerned in, or taking part (whether directly or indirectly) in the management of a company, during such period not exceeding 10 years after the date of the notice as is specified in the notice. Every notice must be published in the Gazette
3: The power conferred by subsection (2) may be exercised in relation to any person who the Registrar or the FMA is satisfied was, within a period of 5 years before a notice was given to that person under subsection (4) (whether that period commenced before or after the commencement of this section), a director of, or concerned in, or a person who took part in, the management of, a company to which this section applies, unless that person satisfies the Registrar or the FMA—
a: that the acts or omissions of that person were not wholly or partly responsible for the company being a company to which this section applies; or
b: that it would not be just or equitable for the power to be exercised.
4: The Registrar or the FMA must not exercise the power conferred by subsection (2) unless—
a: not less than 10 working days' notice of the fact that the Registrar or the FMA intends to consider the exercise of it is given to the person; and
b: the Registrar or the FMA considers any representations made by the person.
5: No person to whom a notice under subsection (2) applies may be a director or promoter of a company, or be concerned or take part (whether directly or indirectly) in the management of a company.
6: Where a person to whom the Registrar or the FMA has issued a notice under subsection (2) appeals against the issue of the notice under this Act or otherwise seeks judicial review of the notice, the notice remains in full force and effect pending the determination of the appeal or review, as the case may be.
7: The Registrar or the FMA may, by notice in writing to a person to whom a notice under subsection (2) has been given,—
a: revoke that notice; or
b: exempt that person from the notice in relation to a specified company or companies.
8: The Registrar or the FMA must publish a notice under subsection (7) in the Gazette
9: Every person to whom a notice under subsection (2) is given who fails to comply with the notice commits an offence and is liable on conviction to the penalties set out in section 373(4).
56: Appeals from FMA's exercise of power under section 385
1: The heading to section 385A or section 385AA section 385
2: Section 385A(1) or section 385AA section 385
57: Liability for contravening section 385
1: The heading to section 386 or section 385AA section 385
2: Section 386 section 385 section 385 or 385AA Consequential amendments to principal Act
58: Consequential amendments to principal Act
The principal Act is consequentially amended in the manner indicated in Schedule 2 OIC LI 2014/273 2014-09-01 Companies Act 1993 refer to section 2(2): Section 58 and Schedule 2 comes into force by OIC. See cl 2(1) of the OIC OIC LI 2014/273 2014-09-11 Companies Act 1993 refer to section 2(2): Section 58 and Schedule 2 comes into force by OIC. See cl 2(2) of the OIC OIC LI 2014/273 2015-05-01 Companies Act 1993 refer to section 2(2): Section 58 and Schedule 2 comes into force by OIC. See cl 2(4) of the OIC
59: Section 207R amended
Section 207R
2: If a company fails to comply with subsection (1),—
a: the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and
b: every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2). OIC LI 2014/273 2014-09-11 Companies Act 1993 refer to section 2(2): Section 59 comes into force on a date appointed by the Governor-General by Order in Council. See cl 2(3) of the OIC