Tourist Hotel Corporation of New Zealand Act 1989

1: Short Title and commencement
1: This Act may be cited as the Tourist Hotel Corporation of New Zealand Act 1989.
2: Except as provided in subsections (2) to (4), this Act shall come into force on the date on which this Act receives the Royal assent.
3: Sections 14 to 19 section 21
4: In the case of section 15 section 19
5: In the case of section 17 Section 1(3) sections 14, 16, 18, and 21 brought into force 23 March 1990 Tourist Hotel Corporation of New Zealand Act (Vesting and Commencement) Order 1990 Section 1(3) sections 15, 17, and 19 brought into force 15 June 1990 Tourist Hotel Corporation of New Zealand Act Commencement Order 1990 Provisions enabling Tourist Hotel Corporation to sell or dispose of business and property Heading repealed 15 January 1996 Overseas Investment Amendment Act 1995
2: Amendments to Tourist Hotel Corporation Act 1974
Section 2 expired 23 March 1990
3: Amendment to Land Settlement Promotion and Land Acquisition Act 1952
Section 3 repealed 15 January 1996 Overseas Investment Amendment Act 1995 Provisions enabling Tourist Hotel Corporation to be constituted as a company under Companies Act 1955
4: Interpretation
In this Act, unless the context otherwise requires,— appointed day section 8 assets
a: any estate or interest in any land, including all rights of occupation of land or buildings:
b: all buildings, vehicles, plant, equipment, and machinery, and any rights therein:
c: all livestock, products from livestock, and crops:
d: all securities within the meaning of the Securities Act 1978
e: all rights of any kind, including rights under Acts, deeds, agreements, or licences, planning rights, water rights, clean air licences, and liquor licences, and all applications for and objections against applications for such rights:
f: all patents, trade marks, designs, copyright, and other intellectual property rights whether enforceable by Act or rule of law:
g: goodwill, and any business undertaking company section 6 Corporation Tourist Hotel Corporation Act 1974 instrument
a: any instrument (other than this Act) of any form or kind that creates, evidences, modifies, or extinguishes rights, interests, or liabilities or would do so if it or a copy of it were lodged, filed, or registered under any enactment; and
b: any judgment, order, or process of a court land section 2 liabilities Ministers rights securities section 2 undertaking 1986 No 129 s 2 1988 No 141 s 3
5: Act to bind the Crown
This Act binds the Crown. 1986 No 129 s 3
6: Incorporation of company
1: Notwithstanding the Tourist Hotel Corporation Act 1974 Companies Act 1955
a: has the name Tourist Hotel Corporation of New Zealand Limited; and
b: has a memorandum of association and articles of association in such form as the Ministers may determine.
2: All the shares in the capital of the company shall, on its incorporation, be subscribed for by the Ministers on behalf of the Crown equally.
3: On the appointed day all the shares in the capital of the company subscribed for in accordance with subsection (2) and any other shares in the capital of the company issued to the Ministers before the appointed day shall be deemed to have been allotted as fully paid up to each Minister equally.
4: Nothing in section 60 of the Companies Act 1955
5: Nothing in section 134 of the Companies Act 1955
6: Except as provided in this section, the Companies Act 1955 Companies Act 1955
a: section 41
b: section 217(d)
c: section 219(1)﻿(a)﻿(i)
7: Nothing in this section prevents the name of the company being changed in accordance with the provisions of the Companies Act 1955 1986 No 129 s 4(1)–(3), (5)
7: Crown shareholding
1: Each Minister may, from time to time, on behalf of the Crown, subscribe for or otherwise acquire securities in the capital of the company in addition to the shares subscribed for under section 6
2: Any money required to be paid by a Minister to subscribe for or acquire securities issued by the company shall be paid out of a Crown Bank Account
3: Securities of the company in the name of a person described as the Minister for State Owned Enterprises or the Minister of Finance shall be held by the person for the time being holding the office of the Minister for State Owned Enterprises or the Minister of Finance, as the case may be.
4: Notwithstanding any other enactment or rule of law, it shall not be necessary to complete or register a transfer of securities issued by the company consequent upon a change in the person holding office as the Minister for State Owned Enterprises or the Minister of Finance, as the case may be.
5: Each Minister may exercise all the rights and powers attaching to securities issued by the company held by that Minister. 1986 No 129 s 8 1988 No 141 s 6 Section 7(2) amended 25 January 2005 section 65R(3) Public Finance Act 1989
8: Undertaking of Corporation to vest in company
On a date to be appointed by the Governor-General by Order in Council 1986 No 129 s 5
9: Consequential provisions on vesting of undertaking
Without limiting the generality of section 8
a: a reference (express or implied) to the Corporation in any other Act, or in any regulation, order, or notice made or given under any enactment, or in any instrument, register, record, notice, security, document, or communication, made, given, passed, or executed before or after the appointed day, shall be read and construed as a reference to the company:
b: all contracts, agreements, conveyances, deeds, leases, licences, and other instruments, undertakings, and notices (whether or not in writing) entered into by, made with, given to or by, or addressed to the Corporation (whether alone or with any other person) before the appointed day and subsisting immediately before the appointed day shall, to the extent that they were previously binding on and enforceable by, against, or in favour of the Corporation, be binding on and enforceable by, against, or in favour of the company as fully and effectually in every respect as if, instead of the Corporation, the company had been the person by whom they were entered into, with whom they were made or to or by whom they were given or addressed, as the case may be:
c: any action, arbitration or proceedings or cause of action that, immediately before the appointed day, is pending or existing by, against, or in favour of the Corporation or to which the Corporation is a party may be prosecuted, and without amendment of any writ, pleading or other document, continued and enforced by, against, or in favour of the company:
d: the control of any hotel vested in the Corporation pursuant to any enactment or any Order in Council made under any enactment before the appointed day that continues to vest in the corporation immediately before the appointed day and any property granted, transferred, or assigned to the Corporation pursuant to any enactment before the appointed day and that vests in or belongs to the Corporation immediately before the appointed day shall, on and after the appointed day, vest in or belong to the company, as the case may be. 1986 No 129 s 6(1), (b), (h) 1988 No 141 s 5
10: Certain matters not affected by vesting of undertaking
Nothing effected or authorised by this Act shall—
a: be regarded as placing the Corporation, or the company, or any other person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong; or
b: be regarded as giving rise to a right for any person to terminate or cancel any contract or arrangement or to accelerate the performance of any obligation; or
c: be regarded as placing the Corporation, or the company, or any other person in breach of any enactment or rule of law or contractual provision prohibiting, restricting, or regulating the assignment or transfer of any property or the disclosure of any information; or
d: release any surety wholly or in part from any obligation; or
e: invalidate or discharge any contract or security. 1986 No 129 s 6(g)
11: Books and documents to remain evidence
1: Any document, matter, or thing, which, if this Act had not been passed, would have been admissible in evidence in respect of any matter for or against the Corporation shall, on and after the appointed day, be admissible in evidence in respect of the same matter for or against the company.
2: In this section document section 2(1) 1986 No 129 s 10
12: Registers
1: No Registrar of Deeds or District Land Registrar or any other person charged with the keeping of any books or registers shall be obliged solely by reason of the foregoing provisions of this Act to change the name of the Corporation to that of the company in those books or registers or in any document.
2: The presentation to any registrar or other person of any instrument, whether or not comprising an instrument of transfer by the company,—
a: executed or purporting to be executed by the company; and
b: relating to any property held immediately before the appointed day by the Corporation; and
c: containing a recital that that property has become vested in the company by virtue of the provisions of this Act— shall, in the absence of evidence to the contrary, be sufficient proof that the property is vested in the company. 1986 No 129 s 11
13: Taxes and duties
1: For the purposes of the Inland Revenue Acts, and any other enactment that imposes or provides for the collection of a tax, duty, levy, or other charge—
a: the Corporation and the company shall be deemed to be the same person with effect at and from the appointed day; and
b: in respect of the liability for and the assessment, determination, or imposition of taxes, duties, levies, or other charges accruing as from the appointed day under any such enactment, all transactions entered into by, and acts of, the Corporation before the appointed day shall be deemed to have been entered into by, or to be those of, the company and to have been entered into or performed by the company at the time when they were entered into or performed by the Corporation.
2: For the purposes of the Goods and Services Tax Act 1985 section 2
3: For the purposes of subsection (1), the expression Inland Revenue Acts Schedule of the Tax Administration Act 1994
4: For the purposes of section 188 of the Income Tax Act 1976
a: the right to exercise not less than 40% of the voting power in the company; and
b: the right to receive not less than 40% of the profits that may be distributed by the company; and
c: the right to receive not less than 40% of any distribution of the paid-up capital of the company,— were held directly by the Ministers. 1986 No 129 s 17 Section 13(3) amended 1 April 1995 Income Tax Act 1994
14: Amendment to Income Tax Act 1976
Section 14 repealed 15 June 1990 section 15(2)
15: Further amendment to Income Tax Act 1976
Section 15 repealed 1 April 1995 Income Tax Act 1994
16: Amendment to Official Information Act 1982
Section 16 repealed 15 June 1990 section 17(2)
17: Further amendment to Official Information Act 1982
Amendment(s) incorporated in the Act(s)
18: Amendment to State-Owned Enterprises Act 1986
Section 18 repealed 15 June 1990 section 19(2)
19: Further amendment to State-Owned Enterprises Act 1986
Amendment(s) incorporated in the Act(s)
20: Provisions relating to public reserves and National Park land administered by Corporation
1: Where, immediately before the appointed day, land comprised in a public reserve or a National Park was being administered by the Corporation pursuant to an Order in Council made under section 20 of the Tourist Hotel Corporation Act 1974
a: the company shall not be the administering body of any public reserve land; and
b: the company shall not be entitled to the representation on any National Park Board to which the Corporation was entitled.
2: Where, immediately before the appointed day, any land that is part of a National Park is being administered under the Tourist Hotel Corporation Act 1974 section 10
21: Repeals and consequential amendments
1: The enactments specified in Schedule 1
2: The enactments specified in Schedule 2