Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698841022273.pdf (New Zealand)
Reprint as at 24 November 2009 Securities Transfer Act 1991 Public Act Date of assent 1991 No 119 9 December 1991 Contents Title Short Title Interpretation Transfer of securities by securities transfer Transfer of securities by securities transfer and brokers transfer Attestation of securities transfer unnecessary Securities and brokers transfers to be instruments of transfer for the purposes of other Acts, etc Transfer of securities by electronic means Registration may not be refused on ground that securities have been transferred under this Act Effect of this Act on other Acts, etc Power to alter forms Repeals Page 2 2 2 6 6 6 7 7 8 8 9 10 Note Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.
A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.
This Act is administered in the Department of Justice 1 Securities Transfer Act 1991 Reprinted as at 24 November 2009 Schedule 1 Securities transfer Schedule 2 Brokers transfer Schedule 3 Enactments repealed 11 13 14 An Act to consolidate and amend the law relating to the transfer of securities and to repeal the Securities Transfer Act 1977 BE IT ENACTED by the Parliament of New Zealand as follows: Short Title This Act may be cited as the Securities Transfer Act 1991.
Interpretation In this Act, unless the context otherwise requires,— Authorised public securities dealer means a person (includ- ing a body of persons, whether incorporated or not) for the time being approved by the Minister of Finance, by notice in the Gazette, as a public securities dealer for the purposes of this Act Authorised transaction means a sale, gift, or other dispos- ition of securities in which each of the parties is, or is acting through the agency of,— (a) a person authorised to undertake trading activities on a stock exchange’s market; or (b) A solicitor (as defined in section 6 of the Lawyers and Conveyancers Act 2006) in practice on his or her own account; or A chartered accountant (within the meaning of section 19 of the Institute of Chartered Accountants of New Zealand Act 1996); or (c) (d) A trustee corporation (as defined in section 2 of the Trustee Act 1956); or 1 2 2 Reprinted as at 24 November 2009 Securities Transfer Act 1991 s 2 (e) A registered bank (as defined in section 2 of the Reserve Bank of New Zealand Act 1989); or An authorised public securities dealer— (f) acting in the ordinary course of business as such Brokers transfer means a document in, or to the effect of, the form set out in Schedule 2 to this Act Company has the same meaning as in section 2 of the Com- panies Act 1955 or section 2 of the Companies Act 1993, as the case may be; and includes an overseas company but does not include a company limited by guarantee, an unlimited com- pany, or a flat or office owning company Company: this definition was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Company limited by guarantee has the meaning assigned to it by section 13(2)(b) of the Companies Act 1955 Debenture stock includes debentures that form part of a series of debentures secured by charges of equal priority Flat or office owning company has the same meaning as in section 121A of the Land Transfer Act 1952 Flat or office owning company: this definition was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Minister means the Minister of the Crown who, under the au- thority of any warrant or with the authority of the Prime Min- ister, is for the time being responsible for the administration of this Act Minister: this definition was substituted, as from 1 October 1995, by section 10(3) Department of Justice (Restructuring) Act 1995 (1995 No 39).
Overseas company has the same meaning as in section 2 of the Companies Act 1993 Overseas company: this definition was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Registered, in relation to securities, means that the names of the holders thereof are entered in a register kept in New Zealand Securities means— (a) Shares, debenture stock, bonds, or notes, issued by a company; or 3 s 2 Securities Transfer Act 1991 Reprinted as at 24 November 2009 (b) (c) Shares, debenture stock, bonds, or notes, that are issued by a body corporate (other than a company) and listed on a stock exchange’s market; or An interest in a unit trust (as defined in section 2(1) of the Unit Trusts Act 1960); or (d) A public security (as defined in section 2(1) of the (e) (ii) Public Finance Act 1989); or any debentures, stock, bonds, or other securities issued by— (i) a local authority within the meaning of the Local Government Act 2002; or any body that, immediately before the repeal of the Local Authorities Loans Act 1956 on 1 July 1998, was a local authority within the meaning of Part 6 of that Act, whether by virtue of section 2 of that Act, or any Order in Council under that Act, or by virtue of any other Act: (f) Any other securities that are from time to time declared by the Governor-General, by Order in Council, to be securities for the purposes of this Act— that are transferable and registered Securities: paragraph (b) of this definition was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44) by substituting the words “a stock exchange’s market” for the words “a stock exchange”.
Securities: paragraph (e) of this definition was substituted, as from 1 July 1998, by section 16(1) Local Government Amendment Act (No 3) 1996 (1996 No 83).

Securities: paragraph (e) of this definition was substituted, as from 1 July 2003, by section 262 Local Government Act 2002 (2002 No 84).

See sections 273 to 314 of that Act as to the savings and transitional provisions.
Securities transfer means a document in, or to the effect of, the form set out in Schedule 1 to this Act Share, in relation to a company or a body corporate (other than a company), means a share in the share capital of the company or body corporate; and includes stock and an option to acquire a share or shares; but does not include a labour share (as defined in section 2(1) of the Companies Act 1955) 4 Reprinted as at 24 November 2009 Securities Transfer Act 1991 s 2 Stock exchange[Repealed] Stock exchange: this definition was replaced by the definition of stock ex- change’s market, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
[Repealed] Stock exchange transaction means a sale and purchase of se- curities in which each of the parties is, or is acting through the agency of, a person authorised to undertake trading activities on a stock exchange’s marke acting in the ordinary course of business as such Stock exchange transaction: this definition was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44) by substituting the words “person authorised to undertake trading activities on a stock exchange’s market” for the words “member of a stock exchange”.
stock exchange’s market means a registered exchange’s securities market within the meaning of section 2(1) of the Securities Markets Act 1988.

Unlimited company means— (a) A company registered under the Companies Act 1955 not having any limit on the liability of its members; or (b) A company registered under the Companies Act 1993 that has one or more shareholders whose liability for the obligations of the company is unlimited,— as the case may be.
Unlimited company: this definition was substituted, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

Compare: 1977 No 20 s 2; 1977 No 65 s 160(1); 1987 No 155 s 2 Authorised transaction: paragraph (a) of this definition was substituted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
Section 2 authorised transaction paragraph (b): amended, on 1 August 2008, by section 348 of the Lawyers and Conveyancers Act 2006 (2006 No 1).

Authorised transaction: paragraph (c) of this definition was substituted, as from 1 October 1996, by section 23 Institute of Chartered Accountants of New Zealand Act 1996 (1996 No 39).
this definition replaced the definition of stock Stock exchange’s market: exchange, as from 1 December 2002, pursuant to section 30 Securities Markets Amendment Act 2002 (2002 No 44).

Section 2 stock exchange’s market: amended, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
5 s 3 3 4 Securities Transfer Act 1991 Reprinted as at 24 November 2009 Transfer of securities by securities transfer Securities (as defined in section 2 of this Act) sold, given, or otherwise disposed of in an authorised transaction may, if they are fully paid up, be transferred by means of a securities trans- fer that complies with both of the following requirements: Both parts of the transfer are duly completed: (a) The transfer is executed, in New Zealand, by the trans- (b) feror (whether or not it is also executed by the trans- feree).
Compare: 1977 No 20 s 3 Transfer of securities by securities transfer and brokers transfer Securities (as defined in section 2 of this Act) sold in a stock exchange transaction may, whether or not they are fully paid up, be transferred by means of— (a) A securities transfer that complies with all the following requirements: (i) (ii) Part I of the transfer is duly completed: The transfer is executed, in New Zealand, by the transferor (whether or not it is also executed by the transferee): (iii) The transfer specifies securities that include the securities sold;— together with— (b) A duly completed brokers transfer that specifies the se- curities sold.
Compare: 1977 No 20 s 4 Attestation of securities transfer unnecessary The execution of a securities transfer need not be attested.

5 (1) (2) Nothing in subsection (1) of this section affects any enactment, rule of law, memorandum or articles of association, deed, or agreement, regulating the execution of documents by compan- ies or other bodies corporate or by any particular company or body corporate.
Compare: 1977 No 20 s 5 6 Reprinted as at 24 November 2009 Securities Transfer Act 1991 s 7 6 (1) (2) Securities and brokers transfers to be instruments of transfer for the purposes of other Acts, etc For the purposes of any enactment, memorandum or articles of association, deed, or agreement, that relates to the transfer of securities or to instruments (or memoranda) of transfer of securities,— (a) A securities transfer to which section 3 of this Act ap- plies shall be an instrument (or memorandum) of trans- fer of the securities specified therein: (b) A securities transfer to which section 4 of this Act ap- plies and a duly completed brokers transfer shall to- gether be an instrument (or memorandum) of transfer of the securities specified in both transfers.
For the purposes of section 89 of the Companies Act 1955 (which relates to certification of transfers), a duly completed brokers transfer by itself shall be deemed to be an instrument of transfer of the securities specified therein.
Compare: 1977 No 20 s 6(1) 7 (1) Transfer of securities by electronic means The Governor-General may from time to time, on the advice of the Minister given in accordance with a recommendation of the Securities Commission, by Order in Council, approve a system or systems that is or that are wholly or partly electronic for the transfer of securities (as defined in section 2 of this Act).
(2) A system of transfer may be approved under this section by reference to the name of the system or any name by which it is commonly known.

(3) Without limiting subsection (1) of this section, a system of transfer may be approved under this section whether or not it also involves the use of a procedure or part of a procedure for the transfer of securities that is authorised under this Act or otherwise.
(4) Modifications of a minor technical nature may, from time to time, be made to a system of transfer approved by an Order in Council made under this section and, in any such case, the system incorporating those modifications shall be deemed to have been approved by the order.
7 s 8 (5) (6) Securities Transfer Act 1991 Reprinted as at 24 November 2009 Securities (as defined in section 2 of this Act) sold, given, or otherwise disposed of, whether in an authorised transaction or stock exchange transaction or otherwise may, whether or not they are fully paid up, be transferred in accordance with a system of transfer that is approved by the Governor-General by Order in Council under this section.
The Commission shall not make a recommendation under sub- section (1) of this section unless— (a) The Commission has done everything reasonably pos- sible to consult with such persons and organisations or their representatives as the Commission considers will be substantially affected by any Order in Council made in accordance with the recommendation and those per- sons and organisations or their representatives have had the opportunity to comment to the Commission; and The Commission has considered any such comments.
(b) (7) A failure to comply with subsection (6) of this section does not affect the validity of any Order in Council made under this section.

Every Order in Council made under this section shall be deemed to be a regulation within the meaning of section 2 of the Regulations (Disallowance) Act 1989.
(8) 8 Registration may not be refused on ground that securities have been transferred under this Act (1) Where securities have been transferred in accordance with sec- tion 3 or section 4 or section 7 of this Act, no person shall refuse to register the transfer on the ground that the securities have been so transferred or that the securities have not been transferred by other means.
(2) Nothing in this section shall affect any right a person has to refuse to register a transfer of securities on any other ground.

Compare: 1977 No 20 s 7 Effect of this Act on other Acts, etc Except as provided in this section, sections 3 to 8 of this Act shall have effect notwithstanding anything to the contrary in any enactment, rule of law, constitution, deed, or agreement.
9 (1) 8 Reprinted as at 24 November 2009 Securities Transfer Act 1991 s 10 [Repealed] (2) (3) Nothing in this Act shall in any way derogate from section 45G(3) of the Reserve Bank of New Zealand Act 1964 (as continued in force by section 84 of the Public Finance Act 1989).

(4) Nothing in this Act affects the validity of any means of trans- (5) ferring securities other than pursuant to this Act.
The following enactments shall be read subject to the provi- sions of this Act: (a) (b) (c) Sections 35, 39(1), and 84 of the Companies Act 1993: Section 17 of the Unit Trusts Act 1960: Section 45I of the Reserve Bank of New Zealand Act 1964 (as continued in force by section 84 of the Public Finance Act 1989).

(6) Nothing in subsection (5) of this section limits the generality of any other provision of this Act.
Compare: 1977 No 20 s 8; 1977 No 68 s 5(1) Section 9(1): amended, on 20 September 2007, by section 4(1) of the Securities Transfer Amendment Act 2007 (2007 No 80).

Section 9(2): repealed, on 20 September 2007, by section 4(2) of the Securities Transfer Amendment Act 2007 (2007 No 80).

Section 9(5): Securities Transfer Amendment Act 2007 (2007 No 80).
substituted, on 20 September 2007, by section 4(3) of the 10 (1) Power to alter forms The Governor-General may from time to time, by Order in Council, alter, add to, or substitute a new form for, either of the forms set out in Schedules 1 and 2 to this Act.
(2) Any reference in this Act to a form in a Schedule to this Act shall be construed as a reference to that form with any alter- ations or additions made, or to any form substituted for that form, by any Order in Council for the time being in force under this section.
(3) An Order in Council made under this section shall not apply in respect of— (a) Any securities transfer that has been executed by the transferor; or (b) Any brokers transfer that has been duly completed— 9 s 11 Securities Transfer Act 1991 Reprinted as at 24 November 2009 before the Order in Council comes into force; and any such securities transfer or brokers transfer shall have effect as if the Order in Council had not been made.
Compare: 1977 No 20 s 9 11 Repeals The enactments specified in Schedule 3 to this Act are hereby repealed.
10 Reprinted as at 24 November 2009 Securities Transfer Act 1991 Schedule 1 Schedule 1 Securities transfer Section 2 11 Schedule 1 Securities Transfer Act 1991 Reprinted as at 24 November 2009 12 Reprinted as at 24 November 2009 Securities Transfer Act 1991 Schedule 2 Schedule 2 Brokers transfer Section 2 13 Schedule 3 Securities Transfer Act 1991 Reprinted as at 24 November 2009 Schedule 3 Enactments repealed Section 11 1971, No 51-The Stamp and Cheque Duties Act 1971: So much of Schedule 1 as relates to the Securities Transfer Act 1977.
(RS Vol 23, p 771.)

1977, No 20-The Securities Transfer Act 1977.

(RS Vol 15, p 605.)

1987, No 155-The Securities Transfer Amendment Act 1987.

• • • 14 Reprinted as at 24 November 2009 Securities Transfer Act 1991 Notes Contents 1 2 3 General About this eprint List of amendments incorporated in this eprint (most recent first) Notes 1 General This is an eprint of the Securities Transfer Act 1991.

It incorporates all the amendments to the Act as at 24 November 2009.
The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 3 September 2007.

Relevant provisions of any amending enactments that savings, or application provisions contain transitional, enactment, principal are included, see For more information, in chronological order.

http://www.pco.parliament.govt.nz/reprints/.

after also the 2 3 About this eprint This eprint has not been officialised.
For more information about officialisation, please see “Making online legislation official” under “Status of legislation on this site” in the About section of this website.

List of amendments incorporated in this eprint (most recent first) Securities Markets Amendment Act 2009 (2009 No 54): section 23(1) Securities Transfer Amendment Act 2007 (2007 No 80) Lawyers and Conveyancers Act 2006 (2006 No 1): section 348 15