Bank of New Zealand Act 1988

1: Short Title
This Act may be cited as the Bank of New Zealand Act 1988.
2: Interpretation
1: In this Act, unless the context otherwise requires,— Act Companies Act 1955 appointed day Order in Council section 4 articles section 4 memorandum section 4 Minister Registrar
2: In this Act, depending upon the context in which the term is used, Bank
a: Bank of New Zealand constituted under the Bank of New Zealand Act 1979
b: that bank deemed to be incorporated and registered as a company under the Act by virtue of this Act.
3: Act to bind the Crown
This Act shall bind the Crown.
4: Incorporation of Bank as a company under the Companies Act 1955
1: Notwithstanding anything contained in the Act, on a date to be appointed by the Governor-General by Order in Council
2: An Order in Council may be made at any time after the Governor-General is advised by the Minister that the following documents have been delivered to the Registrar:
a: a memorandum of association in a form which the Minister considers, after consultation with the Bank, to be appropriate and which states the name of the Bank and that the liability of its members is limited:
b: articles of association in a form which the Minister considers, after consultation with the Bank, to be appropriate:
c: a notice of situation of registered office as required by section 115 of the Act
3: Nothing in sections 14, 15, and 25 of the Act
4: Nothing in sections 20 and 23(1)﻿(c) of the Act
5: The memorandum and articles of association of the Bank shall be the memorandum and articles delivered to the Registrar under this section.
6: Nothing in subsection (5) shall prevent the memorandum and articles being altered, amended, or substituted in accordance with the Act.
7: On or before the appointed day the Registrar shall issue a certificate of incorporation in respect of the Bank.
8: Without limiting subsection (1) the certificate of incorporation shall be conclusive evidence that the Bank was, on the appointed day, registered as a company under Part 2 of the Act
9: In the application of section 200 of the Act
a: nothing in subsection (4) of that section shall be construed to require the return containing the particulars of the directors and secretary to have endorsed on it or be accompanied by, a written consent to act as a director by any person who holds office as a director of the Bank on the appointed day by virtue of this Act; and
b: subsection (5)﻿(a) of that section shall apply as if those directors had been appointed as directors of the Bank on the appointed day.
10: An order under this section is secondary legislation ( see Part 3 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 4(10) inserted 28 October 2021 section 3 Secondary Legislation Act 2021
5: Effect of registration under the Act
1: Notwithstanding any other enactment or rule of law, from the commencement of the appointed day the Bank shall be deemed to be a company incorporated and registered under Part 2 of the Act section 6
2: The Bank is, and shall continue to be, the same legal entity as the Bank originally incorporated under The New Zealand Bank Act 1861 Bank of New Zealand Act 1979
a: the deemed incorporation and registration of the Bank as a company shall not affect rights, interests, liabilities, or obligations existing immediately before the appointed day:
b: real and personal property (including choses in action) belonging to or vested in the Bank immediately before the appointed day shall continue to belong to or vest in the Bank as so incorporated.
6: Supplementary provisions relating to share capital and other matters
1: The Bank shall be deemed to have been incorporated on the appointed day with an authorised and registered capital of $1,000,000,000 divided into 2 000 000 000 shares of 50 cents each.
2: On the appointed day the Crown and every other person who was registered as the holder of shares in the capital of the Bank immediately before the appointed day shall continue to be registered as the holder of those shares paid up to the same extent and subject to the rights and obligations conferred or imposed by the articles and by law.
3: Nothing in section 60 of the Act
4: Section 64 of the Act
5: Nothing in sections 117 and 134 of the Act subsection (1) of section 135 subsection (1) of section 152 of the Act
6: Nothing in section 135(1) of the Act
7: Nothing in section 152(1) of the Act section 152(1) of the Act preceding account
8: Nothing in section 152(2) of the Act
9: The Bank shall continue to be deemed to be registered as a registered bank pursuant to section 38E of the Reserve Bank of New Zealand Act 1964
10: Every director of the Bank holding office immediately before the appointed day shall, subject to the articles, continue to hold office on and after the appointed day for the residue of the term for which that director was appointed.
11: The Chairman and the Deputy Chairman of the Bank holding office immediately before the appointed day shall, subject to the articles, continue to hold office as Chairman and Deputy Chairman respectively on and from the appointed day.
12: Nothing in section 184(1) of the Act
7: Crown shareholding
1: The Minister may, from time to time, on behalf of the Crown, subscribe for or otherwise acquire shares in the capital of the Bank in addition to the shares held by the Minister on the appointed day.
2: The Minister may, from time to time, on behalf of the Crown, subscribe for or otherwise acquire shares in the capital of any company which, at the time of subscription or acquisition, is a subsidiary of the Bank as defined in section 158(1) of the Companies Act 1955
3: Shares in the capital of the Bank or any company referred to in subsection (2) held on behalf of the Crown shall be held by the person for the time being holding office as Minister of Finance.
4: The Minister of Finance may exercise all or any of the Crown's rights and powers as the holder of shares in the capital of the Bank or that company.
5: Any money required to be paid by the Minister on subscribing for, or otherwise acquiring, shares in the capital of the Bank or that company shall be paid out of money appropriated by Parliament for the purpose. Section 7 substituted 31 July 1989 Bank of New Zealand Amendment Act 1989
8: Crown not liable for debts of Bank
On and after the appointed day the Crown shall not be liable to contribute towards the payment or satisfaction of any debts or liabilities of the Bank any sum other than—
a: any sum payable to the Bank out of money appropriated by Parliament in respect of shares in the capital of the Bank subscribed for, or otherwise acquired, by the Minister that are not fully paid up; and
b: any sum that the Crown is liable to contribute by virtue of any guarantee, indemnity, or security given by the Minister pursuant to the Public Finance Act 1989 Section 8(b) amended 26 July 1989 section 86(1) Public Finance Act 1989
9: Annual report
1: Within 3 months after the end of every financial year of the Bank after the appointed day, being a financial year at the end of which the Crown held directly or indirectly more than 50% of the ordinary shares in the capital of the Bank or had the right to control the composition of its board of directors, the Bank shall—
a: prepare a general report on the operations of the Bank and its subsidiaries during that year; and
b: submit that report, together with the audited consolidated financial statements of the Bank for that year, to the Minister.
2: The Minister shall lay a copy of the report, those financial statements, and the auditor's report before the House of Representatives not later than the 16th sitting day after the date on which the Minister receives them.
10: Auditors
The person or persons holding office as the auditors of the Bank immediately before the appointed day shall continue to hold that office on and after the appointed day and until the conclusion of the next annual general meeting of the Bank after the appointed day as if appointed to that office under section 163(1) of the Act
11: Trustee investment
Section 11 repealed 30 January 2021 section 161 Trusts Act 2019
12: Status of directors and employees of Bank
No person shall be deemed, on or after the appointed day, to be employed in the Government service for the purposes of the Government Superannuation Fund Act 1956 public service for the purposes of the Public Service Act 2020 Section 12 amended 7 August 2020 section 135 Public Service Act 2020
13: Repeals and savings
1: The following enactments are hereby repealed on the appointed day:
a: the Bank of New Zealand Act 1979
b: the Bank of New Zealand Amendment Act 1986
2: Section 15 of the Bank of New Zealand Act 1979