Building Societies Act 1965

1: Short Title and commencement
1: This Act may be cited as the Building Societies Act 1965.
2: This Act shall come into force on 1 January 1966.
1: Preliminary
2: Interpretation
1: In this Act, unless the context otherwise requires,— alteration annual return section 103 applicable auditing and assurance standard section 5 Financial Reporting Act 2013 board of directors bonus ballot bonus balloting shares section 31A building society society Building Societies Act 1908 court District Court Act 2016 debt security section 8 director disposition inter vivos acquisition financial statements section 6 Financial Reporting Act 2013 financial year section 41 Financial Reporting Act 2013 FMA Part 2 Financial Markets Authority Act 2011 generally accepted accounting practice section 8 Financial Reporting Act 2013 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 thereof were lodged, filed, or registered under any enactment; and
b: any judgment, order, or process of a court land
a: all estates or interests, whether freehold or chattel, in real property; and
b: a licensee's interest under—
i: a licence to occupy (within the meaning of section 122
ii: a deferred payment licence (within the meaning of section 2 liabilities member
a: any person who for the time being holds a share (whether advanced or not) in the society:
b: any person who has succeeded to any of the rights or liabilities of a member of the society Minister officer permanent society section 10 prescribed property
a: choses in action and money:
b: goodwill:
c: rights, interests and claims of every kind in or to property, whether arising from, accruing under, created or evidenced by or the subject of, an instrument or otherwise and whether liquidated or unliquidated, actual, contingent, or prospective purchase price registered valuer Valuers Act 1948 Registrar rights security share special resolution section 81 terminating society section 10
2: For the purposes of Part 7A conversion date the Companies Act 1993 section 113D
3: For the purposes of any enactment in this Act which provides that an officer of a society who is in default shall be liable on conviction officer who is in default
4:
5: Any reference in this Act to contravention of any provision of this Act, or of any regulations or directions thereunder, shall include a reference to failure to comply with that provision. Section 2 replaced 1 September 1987 section 2 Building Societies Amendment Act 1987 Section 2(1) applicable auditing and assurance standard inserted 1 April 2014 section 5(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) appropriate District Registrar of Companies repealed 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 2(1) court replaced 1 March 2017 section 261 District Court Act 2016 Section 2(1) debt security replaced 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 2(1) financial statements inserted 1 April 2014 section 5(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) financial year replaced 1 April 2014 section 5(1) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) FMA inserted 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 2(1) generally accepted accounting practice inserted 1 April 2014 section 5(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) land replaced 1 January 2008 section 364(1) Property Law Act 2007 Section 2(1) land amended 12 November 2018 section 250 Land Transfer Act 2017 Section 2(1) licensed auditor repealed 1 April 2014 section 5(2) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) Minister replaced 1 October 1995 section 10(3) Department of Justice (Restructuring) Act 1995 Section 2(1) participatory security repealed 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 2(1) registered audit firm repealed 1 April 2014 section 5(2) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 2(1) security amended 1 May 2002 section 191(1) Personal Property Securities Act 1999 Section 2(2) amended 5 December 2013 section 14 Companies Amendment Act 2013 Section 2(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 2(4) repealed 20 November 1989 Building Societies Amendment Act 1989
2A: Transitional, savings, and related provisions
The transitional, savings, and related provisions set out in Schedule 1AA Section 2A inserted 30 May 2017 section 4 Regulatory Systems (Commercial Matters) Amendment Act 2017
3: Registrar of Building Societies
For the purposes of this Act, there shall from time to time be appointed under the Public Service Act 2020 1908 No 18 s 4 1955 No 97 s 3(1) Section 3 amended 7 August 2020 section 135 Public Service Act 2020
4: Deputy Registrars of Building Societies
1: There may also be 1 or more Deputy Registrars of Building Societies appointed under the Public Service Act 2020
2: A Deputy Registrar has and may exercise the powers, duties, and functions of the Registrar under this Act (subject to the control of the Registrar).
3: The fact that a Deputy Registrar exercises those powers, duties, or functions is conclusive evidence of the authority to do so. Section 4 replaced 20 September 2007 section 4 Building Societies Amendment Act 2007 Section 4(1) amended 7 August 2020 section 135 Public Service Act 2020
5: Official seal
Section 5 repealed 20 September 2007 section 5 Building Societies Amendment Act 2007
6: Registers to be kept
Section 6 repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
7: Annual report by Registrar
Section 7 repealed 20 November 1989 Building Societies Amendment Act 1989
8: Information as to societies, and inspection of documents kept by Registrars
Section 8 repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
2: Constitution of building societies
Functions and general powers of building societies Heading replaced 1 September 1987 section 4(1) Building Societies Amendment Act 1987
9: Purpose for which building society may be established
Section 9 repealed 1 September 1987 section 4(1) Building Societies Amendment Act 1987
9A: Functions of building societies
1: Subject to any restrictions or prohibitions contained in the rules of a society, the functions of every building society registered under this Act shall be—
a: to provide services of any kind for its members or other persons, including, without limiting the generality of the foregoing, to provide services consisting of, or relating to,—
i: the lending of money:
ii: the provision of credit:
iii: the giving of guarantees and indemnities:
iv: the sale and purchase of financial obligations, debts, and securities:
v: the discounting of credit instruments:
vi: banking:
vii: investment:
viii: insurance:
ix: trusteeship:
x: foreign exchange dealing:
b: to acquire by purchase, lease, exchange, or in any other way, land or any interest in land:
c: to develop, improve, manage, sell, lease, exchange, or otherwise deal in land or any interest in land.
2: No society registered under this Act shall be required to carry on all of the functions referred to in subsection (1) if the society carries on 1 or more of those functions. Section 9A inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987
9B: Powers of building societies
1: Subject to any restrictions or prohibitions contained in the rules of a society, a society shall have all such powers, rights, and authorities as are conferred on it by this Act and all such other powers not inconsistent with this Act as may be reasonably necessary to enable it to carry on its functions.
2: Any power, right, or authority that a society has pursuant to this Act may be exercised—
a: as a principal, agent, attorney, contractor, trustee, or otherwise:
b: by or through an agent, attorney, contractor, trustee, or otherwise. Section 9B inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987
9C: Ultra vires transactions
1: Nothing done by a society and no conveyance or transfer of any property to or by a society shall be invalid, void, or unenforceable by reason only of the fact that the society was without capacity or power to do it, or to execute, or give, or take such conveyance or transfer.
2: Nothing in subsection (1) shall apply:
a: in any proceedings against the society by any member of the society, or where the society has issued a debenture or debentures secured by any charge over all or any of the undertaking or property of the society, by the holder of any of those debentures or the trustee for the holder of those debentures—
i: to prevent the doing of any act, or the conveyance or transfer of any property to or by the society on the ground that the society is without capacity or power to do the thing or to execute or take such conveyance or transfer; or
ii: to obtain any other relief on the ground that the society was without capacity or power to do such thing, or to execute or take such conveyance; or
b: in any proceedings by the society or any member of the society against any officer or former officer of the society as a result of any thing done by the society or the conveyance or transfer of any property to or by the society on the ground that the society was without capacity or power to do such thing or to execute, give, or take such conveyance or transfer; or
c: in any application by the FMA
3: In any proceedings to which subsection (2)﻿(a)﻿(i) applies to prevent the doing of any act, or the conveyance or transfer of any property by or to the society pursuant to any contract to which the society is a party, the court may, on the application of any party to the contract (including the society), in addition to making any order restraining or preventing the society from performing the contract, make an order granting such relief as the court thinks just in respect of any loss or damage which may be sustained as a result of the society being prevented from performing the contract.
4: Nothing in subsection (3) shall authorise the granting of relief in respect of the loss of anticipated or future profits.
5: Every proceeding to which subsection (2)﻿(a) or subsection (2)﻿(b) applies shall, notwithstanding anything to the contrary in the rules of the society or in sections 108 to 113 Section 9C inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987 Section 9C(2)﻿(c) replaced 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 9C(2)﻿(c) amended 1 May 2011 section 82 Financial Markets Authority Act 2011
9D: Registration of documents not to constitute constructive notice
No person is affected by or is deemed to have notice or knowledge of the rules of a society or any other documents or the contents thereof by reason only that the rules or other documents are—
a: pursuant to this Act—
i: registered by the Registrar; or
ii: filed or lodged with the Registrar; or
iii:
b: available for inspection at an office of the society. Section 9D inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987 Section 9D(a)﻿(iii) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
9E: Dealings between society and other persons
1: A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that—
a: the rules of the society have not been complied with:
b: a person named in a notice sent to the Registrar under section 88
i: is not a director or secretary of the society, as the case may be; or
ii: has not been duly appointed; or
iii: does not have authority to exercise a power which a director or secretary of a society carrying on business of the kind carried on by the society customarily has authority to exercise:
c: a person held out by the society as an officer or agent of the society—
i: has not been duly appointed; or
ii: does not have authority to exercise a power which an officer or agent of a society carrying on business of the kind carried on by the society customarily has authority to exercise:
d: a person held out by the society as an officer or agent of the society with authority to exercise a power which an officer or agent of a society carrying on business of the kind carried on by the society does not customarily have authority to exercise, does not have authority to exercise that power:
e: an officer or agent of the society who has authority to issue a document on behalf of the society does not have authority to warrant that the document is genuine:
f: an officer or agent of the society who has authority to issue a certified copy of a document on behalf of the society or otherwise certify on behalf of the society does not have authority to warrant that the copy is a true copy or to so certify— unless that person knows or by reason of that person's position with or relationship to the society ought to know of the matter referred to in paragraphs (a), (b), (c), (d), (e), or (f), as the case may be.
2: A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that a document has not been properly sealed by the society if—
a: the document is sealed with a seal which appears to be the seal of the society; and
b: the affixing of the seal appears to have been witnessed by 2 persons; and
c: at the time the document appears to have been sealed—
i: one of those persons was named in a notice sent to the Registrar under section 88
ii: the other person was named in a notice sent to the Registrar under section 88 unless that person knows or by reason of that person's position with or relationship to the society ought to know that—
d: the seal is not the seal of the society; or
e: the affixing of the seal was not witnessed by 2 persons; or
f: a person referred to in paragraph (c)﻿(i) was not a director of the society; or
g: a person referred to in paragraph (c)﻿(ii) was not a director or secretary of the society, as the case may be. Section 9E inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987
9F: Effect of fraud
Section 9E paragraphs (b) to (f) of subsection (1) paragraph (c) of subsection (2) of that section
a: acts fraudulently; or
b: forges a document that purports to have been sealed on behalf of the society— unless the person dealing with the society or with the person who has acquired any property, rights, or interests from the society has actual knowledge of the fraud or forgery. Section 9F inserted 1 September 1987 section 4(1) Building Societies Amendment Act 1987
10: Permanent and terminating societies
1: A building society established under this Act may be either a permanent society or a terminating society.
2: A permanent society is a society that is not a terminating society.
3: A terminating society is a society—
a: which by its rules is to terminate—
i: at a fixed date; or
ii: when a result specified in its rules is attained; or
b: which has included in its capital any subscriptions paid in respect of groups of shares which are to terminate at the end of given periods or on the attainment of specified results.
4: No society shall, on or after 1 April 1981, issue or re-issue any shares in groups which are to terminate at the end of given periods or on the attainment of specified results.
5: Notwithstanding subsection (1), no terminating society shall be first registered under this Act on or after 1 April 1981. Section 10 replaced 22 December 1980 section 3 Building Societies Amendment Act 1980
11: Power to raise and repay funds
1: A society may from time to time raise funds by the issue of shares of 1 or more denominations, either as shares paid up in full or as shares to be paid by periodical or other subscriptions, and with or without accumulating interest.
2: The society may repay any funds so raised when they are no longer required for the purposes of the society: provided that whenever the society proposes to repay any such funds it shall not do so until provision has been made by it to meet applications that have then been duly made by depositors for the repayment of money deposited by them with the society. 1908 No 18 s 8 Building Societies Act 1962 s 6 (UK)
12: Powers in relation to land
Section 12 repealed 1 September 1987 section 5 Building Societies Amendment Act 1987 Establishment and incorporation of societies
13: Mode of establishing society
Any 20 or more persons may establish a society under this Act by—
a: agreeing upon rules for the government of the society, being rules that conform to the requirements of this Act relating to rules of building societies; and
b: sending to the Registrar for registration a copy of 1908 No 18 ss 7, 13 1955 No 97 s 5(a) Building Societies Act 1962 s 1(3) (UK) Section 13(b) amended 20 September 2007 section 7 Building Societies Amendment Act 2007
14: Registration of rules of society
1: The Registrar may refer the rules sent to the Registrar under section 13
2: If the Solicitor-General considers that the rules do not comply with those requirements, he or she may notify the society of the ways in which they do not comply.
3: If the Registrar is satisfied that the rules comply with those requirements, the Registrar must—
a: register the rules; and
b: send a certificate of incorporation to the building society. Section 14 replaced 20 September 2007 section 7 Building Societies Amendment Act 2007
15: Incorporation of society
1: From the date of incorporation mentioned in such certificate of incorporation as aforesaid, the society shall become a body corporate, by the name contained in the rules so registered, having perpetual succession and a common seal.
2: The common seal of the society shall bear the registered name of the society. 1908 No 18 s 6 Building Societies Act 1962 s 3 (UK)
16: Appeal against refusal to register
If the Registrar refuses to register the rules, the society may submit the rules to a Judge of the High Court 1908 No 18 s 15 Section 16 amended 1 April 1980 section 12 Judicature Amendment Act 1979 Rules of society
17: Contents of rules
1: The rules of every society shall set out—
a: the name of the society and the address of its registered office:
b: the manner in which the funds of the society are to be raised:
c: the classes of shares to be issued, the terms on which they are to be issued, the terms (if any) on which they may be withdrawn or surrendered, and the manner in which payments for shares are to be made and contributions are to be paid to the society by the members:
d: in the case of a terminating society, the date on which, or the result on the attainment of which, the society is to terminate; or, where the terminating society is one in which groups of shares are to terminate at the end of given periods or on the attainment of specified results, that period or result in respect of any group, and the manner in which, on the termination of any group, the residual assets or liabilities are to be dealt with by the society:
e: whether preferential shares are to be issued and, if so, within what limits:
f:
g:
h: the manner in which any ballots, tenders, or auctions for loans or other investments in terminating groups loans or other investments
i: the manner in which losses are to be ascertained and provided for:
j:
k:
ka: any restrictions or prohibitions on the functions of the society:
kb: any restrictions or prohibitions on any powers, rights, or authorities that a society has under this Act:
kc: any restrictions on the power of the society to borrow money:
kd: any restrictions on the power of the society to lend money:
ke: any restrictions on the power of the society to invest money:
l: the manner in which membership is to cease:
m: the manner of remunerating auditors, and the manner of appointing, remunerating, and removing the board of directors and other officers:
n: the powers and duties of the board of directors and of other officers:
o: provision for the custody of the mortgage instruments and other securities belonging to the society:
p: whether disputes between the society and any of its members, or any person claiming by or through a member, or under the rules, are (subject to the provisions of this Act) to be settled by reference to the court
q: the fines and forfeitures to be imposed on members of the society, and the manner of their disposal in the society's accounts:
r: provision for the device, custody, and use of the society's common seal:
s: the manner in which the society (whether permanent or terminating) may be terminated or dissolved:
t: in the case of a society which proposes to issue bonus balloting shares, the manner in which bonus ballots are to be conducted.
2: The rules of every society shall also provide for the calling and holding of meetings, and in particular for—
a: the right of members to requisition meetings:
b: the manner in which notice of any resolutions to be moved at meetings is to be given to members:
c: the procedure to be observed at meetings:
d: the form of notice for the convening of a meeting, and the manner of its service:
e: the voting rights of members, the right to demand a poll, and the manner in which a poll is to be taken.
3: In the case of a society incorporated after the commencement of this Act, the rules shall also include provision authorising the issue of paid up shares in accordance with subsection (1) of section 29
4: The rules of any society may describe in a schedule thereto the forms of mortgage, transfer, agreement, bond, security for deposit or loan, or other instrument necessary for carrying its purposes into execution.
5: No society may in its rules provide, in respect of any shares issued by it on or after 1 April 1981, a right to a loan or other investment
5A: The rules of every society shall be deemed to authorise the society to issue any shares not inconsistent with the provisions of this Act: provided that any society that does issue shares not expressly authorised by its rules shall—
a: before issuing the shares, give to the Registrar a statement in writing setting out the terms on which the shares are to be issued and on which they may be withdrawn:
b: before 31 March 1982, amend its rules pursuant to section 19
5B: Notwithstanding anything to the contrary in a society's rules, no society shall, on or after 1 April 1981, issue shares on terms which give the society any right—
a: to regard any share subscription paid by a member as forfeit:
b: to impose any fine or arrears fee upon any member in respect of those shares.
c:
6:
7:
8: The foregoing provisions of this section shall have effect without prejudice to the provisions of this Act relating to rules that are void as therein mentioned. 1908 No 18 ss 11, 21 Building Societies Act 1962 ss 4, 130, Eighth Schedule (para 3) (UK) Section 17(1)﻿(f) repealed 1 September 1987 section 6(1) Building Societies Amendment Act 1987 Section 17(1)﻿(g) repealed 1 September 1987 section 6(1) Building Societies Amendment Act 1987 Section 17(1)﻿(h) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Section 17(1)﻿(h) amended 22 December 1980 section 4(1) Building Societies Amendment Act 1980 Section 17(1)﻿(j) repealed 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(k) repealed 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(ka) inserted 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(kb) inserted 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(kc) inserted 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(kd) inserted 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(ke) inserted 1 September 1987 section 6(2) Building Societies Amendment Act 1987 Section 17(1)﻿(p) amended 27 November 1970 section 8(2)﻿(a) Building Societies Amendment Act 1970 Section 17(1)﻿(t) inserted 22 December 1980 section 4(2) Building Societies Amendment Act 1980 Section 17(5) replaced 22 December 1980 section 4(3) Building Societies Amendment Act 1980 Section 17(5) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Section 17(5A) inserted 22 December 1980 section 4(3) Building Societies Amendment Act 1980 Section 17(5B) inserted 22 December 1980 section 4(3) Building Societies Amendment Act 1980 Section 17(5B)﻿(c) repealed 1 September 1987 section 6(3) Building Societies Amendment Act 1987 Section 17(6) repealed 22 December 1980 section 4(4) Building Societies Amendment Act 1980 Section 17(7) repealed 22 December 1980 section 4(4) Building Societies Amendment Act 1980
18: Effect of rules
1: The rules of a society shall be binding on every member and officer of the society, and on all persons claiming on account of any member or under the rules; and all such members, officers, and persons shall be deemed to have full notice of the rules.
2: No lender or other person dealing with a society shall be concerned to see or inquire whether any restriction on the power of a society to borrow money imposed by the rules of a society is observed. Section 18 replaced 1 September 1987 section 7 Building Societies Amendment Act 1987
19: Alteration of rules
1: Any society may alter its rules by special resolution.
2: The society must send notice of the alteration, signed by a director and the secretary of the society, to the Registrar for registration within 14 days after the passing of the special resolution.
3: The Registrar may refer the alteration to the Solicitor-General to ensure it complies with this Act.
3A: If the Solicitor-General considers that the alteration does not comply with this Act, he or she may notify the society of the ways in which it does not comply.
4: If the Registrar is satisfied that the alteration complies with this Act, the Registrar must register the alteration.
5: The alteration takes effect on registration.
6: If the Registrar refuses to register the alteration, the society shall have the same right of appeal to a Judge of the High Court section 16
7: Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.
8: If any society fails to comply with subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. 1908 No 18 ss 18, 19, 20 1955 No 97 ss 2(3), 5(c), (d) Building Societies Act 1962 s 17 (UK) Section 19(2) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 19(3) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 19(3A) inserted 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 19(4) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 19(5) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 19(6) amended 1 April 1980 section 12 Judicature Amendment Act 1979
20: Copies of rules to be supplied on request
1: On the request of any person, a society shall supply to that person a complete printed copy of its rules with a copy of the society's certificate of incorporation annexed to it.
2: The society shall be entitled to charge a sum not exceeding 50 cents
3: If any society fails to comply with the requirements of subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence and shall be liable on conviction $100 1908 No 18 s 17 Building Societies Act 1962 s 107 (UK) Section 20(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Name of society
21: Restriction on registration of names
1: No society shall hereafter be registered under this Act in a name that—
a: is identical with that of any other building society, or of a company carrying on business in New Zealand (whether registered in New Zealand or not), or of any other body corporate established or registered in New Zealand under any Act, or so nearly resembles that name as to be calculated to deceive, except where that other society or company or body corporate, as the case may be, signifies its consent in such manner as the Registrar requires, and the Registrar is satisfied that registration of the society in the proposed name will not be contrary to the public interest.
b:
1A:
2: No society shall be registered under this Act in a name that in the opinion of the Registrar is undesirable.
3: Except as provided in subsection (1), nothing in this section shall limit or affect the provisions of any enactment, other than this Act, relating to restrictions on the use of any name.
4: If any society fails to comply with any requirements of this Act in relation to the name of the society or to a change of name of the society, the society and every officer of the society in default commits an offence against this Act. 1908 No 18 s 16 1951 No 37 Building Societies Act 1962 s 2(2) (UK) Section 21(1)﻿(b) repealed 31 December 1981 section 5(1) Building Societies Amendment Act 1980 Section 21(1A) repealed 1 September 1987 section 9 Building Societies Amendment Act 1987 Section 21(4) inserted 31 December 1981 section 5(3) Building Societies Amendment Act 1980
22: Society to use registered name
1: A society shall not use any name or title other than its registered name: provided that the Registrar may from time to time, by writing, authorise any society to use for any specified purpose or purposes any abbreviation of that name approved by him or her in that behalf.
2: If any society contravenes the provisions of subsection (1), the society, and every director of the society who is a party to the contravention, shall be guilty of an offence and shall be liable on conviction $20 $20 Building Societies Act 1962 s 15 (UK) Section 22(2) amended 1 July 2013 section 413 Criminal Procedure Act 2011
23: Change of name
1: Subject to the provisions of this Act, a society may change its name by special resolution.
2: If, through inadvertence or otherwise, a society at its first registration under this Act or on its registration in a new name is registered in a name which is in contravention of section 21
3: The society shall give notice in writing of any such change to the Registrar for registration
4: On receipt of the notice the Registrar shall, unless in his or her opinion the new name is undesirable, register the new name
5:
6: Any such change of name shall not affect the rights and obligations of the society or of any of its members or of any other person concerned.
7: If a society fails to send to the Registrar a notice of any change of name within the time prescribed or allowed by this section the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. 1908 No 18 s 24 Building Societies Act 1962 s 16 (UK) Section 23(3) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 23(4) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 23(5) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007 Membership
24: Members who are not shareholders
1: The rules of a society may allow a person to become a member without holding a share in the society.
2: Such of the rules as relate to the making of loans or other investments a loan or other investment loan or other investment Building Societies Act 1962 s 8 (UK) Section 24(2) amended 1 September 1987 section 38 Building Societies Amendment Act 1987
25: Members under age of
20 Any person under the age of 20 the age of 18 years he or she cannot vote or 1908 No 18 s 42 Building Societies Act 1962 s 9 (UK) Section 25 heading amended 1 January 1971 section 6 Age of Majority Act 1970 Section 25 amended 22 December 1980 section 6 Building Societies Amendment Act 1980 Section 25 amended 1 January 1971 section 6 Age of Majority Act 1970
26: Joint shareholders
1: Two or more persons may jointly hold shares in any society.
2: The provisions of section 127 1908 No 18 s 43 Building Societies Act 1962 s 10 (U K)
27: Liability of members
1: The liability of a member of a society in respect of any share on which no loan or other investment
2: The liability of a member in respect of any share on which a loan or other investment
3: The liability of a member to whom a loan or other investment section 24 loan or other investment 1908 No 18 s 9 Building Societies Act 1962 s 11 (UK) Section 27(1) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Section 27(2) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Section 27(3) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Purchase of shares in terminating societies Heading repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27A: Interpretation
Section 27A repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27B: Agreements to purchase shares
Section 27B repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27C: Right of purchaser to cancel agreement
Section 27C repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27D: Effect of cancellation of agreement
Section 27D repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27E: No contracting out
Section 27E repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980
27F: Schedule 7 may be amended
Section 27F repealed 1 April 1981 section 7(1)﻿(a) Building Societies Amendment Act 1980 Commencement of business
28: Business not to be commenced before incorporation
1: No society, and no persons representing themselves to be a society, shall commence business without first obtaining a certificate of incorporation under this Act.
2: Every society or person who acts in contravention of this section commits an offence and is liable on conviction to a fine not exceeding $10 for every day during which business has been carried on without a certificate of incorporation having been obtained.
3: Proceedings for an offence against this section must be commenced by the FMA. 1908 No 18 s 49 Building Societies Act 1962 s 12(1) (UK) Section 28(2) replaced 1 July 2013 section 413 Criminal Procedure Act 2011 Section 28(3) inserted 1 July 2013 section 413 Criminal Procedure Act 2011
29: Minimum subscription by founding members
1: A society incorporated after the commencement of this Act shall not commence any business or borrow any money unless there has been produced to the Registrar evidence satisfying him or her that all those members who signed a copy of section 13
a: have each been issued with shares in the society to the value of $1,000 or more on terms that conform to the requirements of Schedule 2
b: have together received shares issued under paragraph (a) to a total value of at least $200,000; and
c: have fully paid to the society in cash the value of the shares issued to them— and that the Registrar has issued to the society his or her certificate that the requisite evidence has been so produced.
2: If at the end of the period of 2 months beginning with the date on which the society became a body corporate the requisite evidence has not been produced to the Registrar under subsection (1), the Registrar may if he or she thinks fit cancel the registration of the society, and the society shall cease to enjoy the privileges of a society under this Act.
3: Notice of the cancellation of registration of a society under subsection (2) shall be published by the Registrar in the Gazette the Registrar must register the cancellation
4: The provisions of Schedule 2
5: If any society commences business or borrows any money in contravention of this section, the society shall be guilty of an offence and shall be liable on conviction $1,000 $1,000 Building Societies Act 1962 s 13 (UK) Section 29(1) replaced 22 December 1980 section 8(1) Building Societies Amendment Act 1980 Section 29(1) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 29(3) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 29(5) amended 1 July 2013 section 413 Criminal Procedure Act 2011
30: Commencement of advertising
Section 30 repealed 1 September 1987 section 10 Building Societies Amendment Act 1987
31: Commencement of balloting for appropriations
Section 31 repealed 1 April 1981 section 7(1)﻿(c) Building Societies Amendment Act 1980 Bonus balloting shares and bonus ballots Heading inserted 1 April 1981 section 9(1) Building Societies Amendment Act 1980
31A: Bonus balloting shares and bonus ballots
1: Subject to this section and to any regulations made under section 137
2: All subscriptions on bonus balloting shares, and such other money as may be prescribed, shall form a separate fund in each society that issues them.
3: A proportion of the annual earnings of the bonus balloting shares fund shall, from time to time, be distributed as prizes to holders of the shares pursuant to a bonus ballot.
4: For the purposes of subsection (3), the proportion of annual earnings to be distributed as prizes shall not, in any financial year, exceed—
a: an amount equal to 2% of the total fund held in that financial year; or
b: an amount equal to 20% of the total sum distributed to holders of bonus balloting shares in respect of that financial year by way of prizes under subsection (3) and interest on the shares,— whichever is the less.
5: All prizes under this section shall be paid in cash.
6: Notwithstanding subsection (5), it shall not be unlawful for a society, at the request of a prizewinner and instead of a cash prize, to advance money to that prizewinner, on the security of a mortgage of land, on such terms and conditions as may be agreed and as will yield to the prizewinner benefits approximately equivalent in value to the cash prize.
7: The provisions of this section shall apply notwithstanding anything to the contrary in the Gambling Act 2003
8: Section 31A inserted 1 April 1981 section 9(1) Building Societies Amendment Act 1980 Section 31A(7) amended 1 July 2004 section 374 Gambling Act 2003 Section 31A(8) repealed 29 September 1981 Income Tax Amendment Act 1981 Union or transfer of engagements
32: Union of societies
1: Two or more building societies may unite and become 1 society, with or without a dissolution or division of the funds of any 1 or more of those societies, if the terms of the union are approved by a special resolution of each of the societies.
2: Notice of every union of societies shall be sent to the Registrar for registration
3: If any society fails to send notice to the Registrar under subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Section 32 replaced 1 September 1987 section 11 Building Societies Amendment Act 1987 Section 32(2) amended 20 September 2007 section 7 Building Societies Amendment Act 2007
33: Transfer of engagements
1: Subject to the provisions of this section, a society may, by special resolution, transfer all or part of its engagements to another society which undertakes to fulfil those engagements.
2: A society may, by resolution of a general meeting of the society or of the board of directors of the society, undertake to fulfil all or part of the engagements of another society.
3: It shall be the duty of a society transferring all or part of its engagements under this section to send notice of the transfer to the Registrar for registration
4: A transfer of engagements between societies under this section shall not have effect unless notice of the transfer has been registered.
5: If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Section 33 replaced 1 September 1987 section 11 Building Societies Amendment Act 1987 Section 33(3) amended 20 September 2007 section 7 Building Societies Amendment Act 2007
34: Supplementary provisions as to union and transfer of engagements
1: A society (in this section referred to as the relevant society) desiring to unite with 1 or more other societies, or to transfer all or part of its engagements to another society, shall send to each member referred to in subsection (2) a statement setting out—
a: the financial position of the relevant society and that of the other society or societies concerned:
b: the interest of the directors of the relevant society in the union or transfer:
c: the compensation or other consideration proposed to be paid to the directors or other officers of the relevant society, and of the other society or societies concerned:
d: the payments (if any) to be made to the members of the relevant society, and of the other society or societies concerned, in consideration of the union or transfer of engagements.
2: A statement under subsection (1) shall be sent to every member qualified to vote on the special resolution to approve the union, or to effect the transfer of engagements, as the case may be, together with the notice of meeting required to be sent to each such member.
3: If the Registrar receives a notice of a union or transfer under section 32 33
4: The registration by the Registrar of notice of the union or transfer shall operate, by virtue of this subsection and without further assurance, as an effectual transfer and assignment, as at the date of the registration, to the united society or, as the case may be, to the society to which the engagements are transferred, of the funds, property, and assets of the relevant society, or, as the case may be, of such part of those funds, property, and assets as are provided for by the resolution to approve the union or to effect the transfer, as the case may be.
5: Where by virtue of subsection (4) any land or interest in land becomes vested in the united society or, as the case may require, the society to which the engagements are transferred, the Registrar-General of Land
6: The union or transfer of engagements shall not affect the rights of any creditor of the relevant society.
7: A failure to comply with any of the provisions of subsections (1) and (2) shall not invalidate the union or transfer of engagements; but if the relevant society fails to comply with any of those provisions the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Section 34 replaced 1 September 1987 section 11 Building Societies Amendment Act 1987 Section 34(3) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 34(5) amended 12 November 2018 section 250 Land Transfer Act 2017 Disposal of part of business undertaking Heading inserted 1 September 1987 section 11 Building Societies Amendment Act 1987
34A: Power to dispose of part of business undertaking
1: A society may, with the approval of a resolution of a general meeting of the society or of the board of directors of the society, sell or otherwise dispose of any part of the business undertaking of the society to such person or persons and upon such terms and conditions as the society in general meeting or the board of directors thinks fit.
2: Nothing in subsection (1) Section 34A inserted 1 September 1987 section 11 Building Societies Amendment Act 1987
3: Advances
Part 3 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987 Special advances on mortgage Heading repealed 17 December 1982 Building Societies Amendment Act 1982
35: Advances on security of mortgage of land for residential purposes
Section 35 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
36: Ordinary limitations on special advances
Section 36 repealed 17 December 1982 Building Societies Amendment Act 1982
37: Permission to exceed limit for special advances
Section 37 repealed 17 December 1982 Building Societies Amendment Act 1982
38: Permission to make special advance to purchaser of mortgaged property
Section 38 repealed 17 December 1982 Building Societies Amendment Act 1982 General provisions as to advances on mortgage Heading repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
39: Meaning of
member Section 39 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
40: Valuation of security
Section 40 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
41: Additional security for advances
Section 41 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
42: Record of advances
Section 42 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
43: Security taken from third party
Section 43 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
44: Arrangement for excess advance in connection with sale of property
Section 44 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
45: Implied warranty on advance to purchaser, unless notice given to the contrary
Section 45 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
46: Representation as to sufficiency of security
Section 46 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
47: Restrictions on second
or subsequent mortgages Section 47 repealed 17 December 1982 Building Societies Amendment Act 1982
48: Advance for single premium life policy
Section 48 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
49: Restriction on commissions for introduction of mortgage business
Section 49 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
50: Provisions as to sale of mortgaged property
Section 50 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987 Advances on security of members' shares Heading repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
51: Limitation on advances on security of members' shares
Section 51 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987 Unsecured or other advances Heading repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
51A: Advances on security other than mortgage of land or members' shares, or without security
Section 51A repealed 1 September 1987 section 12 Building Societies Amendment Act 1987 Supplementary provisions Heading repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
52: Power of Registrar to require actuary's certificate as to appropriations by ballot
Section 52 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
53: Memorandum of discharge of mortgage
Section 53 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
4: Investment and banking of surplus funds
Part 4 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
54: Interpretation
Section 54 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
55: Investment and banking of surplus funds
Section 55 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
55A: Societies to hold certain public securities
Section 55A repealed 1 September 1973 Reserve Bank of New Zealand Amendment Act 1973
5A: Investment and borrowing
Part 5A inserted 1 September 1987 section 12 Building Societies Amendment Act 1987
56A: Investment powers
Without limiting the generality of section 9A section 9B
a: for any purpose connected with the functions of the society; or
b: to the extent that any money is not immediately required for the performance of the functions of the society, in any other manner that the society thinks fit. Section 56A inserted 1 September 1987 section 12 Building Societies Amendment Act 1987
56B: Borrowing powers
Without limiting the generality of section 9A section 9B Section 56B inserted 1 September 1987 section 12 Building Societies Amendment Act 1987
56C: Power to give security
A society may secure the payment of money and the performance of any other obligation of the society in such manner as the society thinks fit. Section 56C inserted 1 September 1987 section 12 Building Societies Amendment Act 1987
56D: Home ownership accounts and farm ownership accounts
1: Without limiting section 56B section 56F
2: Home ownership accounts or farm ownership accounts may be operated by an approved society upon such terms and conditions as may be specified in regulations made under this Act.
3: It shall not be lawful for any society, other than an approved society, to accept or hold itself out as willing to accept deposits in home ownership accounts or farm ownership accounts.
4: If any society contravenes any provision of this section that is applicable to it, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.
5: 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 56D inserted 1 September 1987 section 12 Building Societies Amendment Act 1987 Section 56D(5) inserted 28 October 2021 section 3 Secondary Legislation Act 2021
56E: Depositor under age of 20
A receipt or acknowledgment given to a society by a person under the age of 20 years, in respect of the payment to that person of any sum due in respect of the principal of or interest on sums lent by that person to the society, shall not be invalid on the ground that that person is under the age of 20 years. Section 56E inserted 1 September 1987 section 12 Building Societies Amendment Act 1987
56F: Designation of societies for investments by trustees
Section 56F repealed 1 October 1988 section 16(1) Trustee Amendment Act 1988
56G: Memorandum of discharge of mortgage
For the purposes of section 83 section 9 Section 56G inserted 1 September 1987 section 12 Building Societies Amendment Act 1987 Section 56G amended 1 January 2008 section 364(1) Property Law Act 2007
5: Borrowing powers. Investors and depositors
Part 5 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
56: Borrowing powers
Section 56 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
57: Restrictions on savings bank deposits
Section 57 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
57A: Home ownership accounts and farm ownership accounts
Section 57A repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
58: Interest on deposits
Section 58 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
59: Liability for borrowing in excess of powers
Section 59 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
60: Assistance to other building societies
Section 60 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
61: New investors and depositors to receive copies of accounts
Section 61 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
62: Depositor under age of
20 Section 62 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
63: Designation of societies for investments by trustees
Section 63 repealed 1 September 1987 section 12 Building Societies Amendment Act 1987
6: Powers of control of Registrar
Part 6 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
64: Power to order suspension of borrowing and subscriptions for shares
Section 64 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
65: Procedure to be followed in making order
Section 65 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
66: Provisions consequential on Registrar's order
Section 66 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
67: Power to give directions as to advertising
Section 67 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
68: Procedure to be followed in giving direction
Section 68 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
69: Power to require documents and information
Section 69 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
70: Special powers of direction in relation to small societies
Section 70 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
71: Supplementary provisions as to small societies
Section 71 repealed 1 September 1987 section 13 Building Societies Amendment Act 1987
7: Management and administration
Registered office
72: Registered office of society
1: Every society shall, as from the date of its incorporation, have a registered office in New Zealand to which all communications and notices may be addressed.
2: Subject to the provisions of this Act, the registered office of a society shall be that specified in its rules.
3: Where the chief office of any society incorporated before the date of the commencement of this Act and in existence on that date is not the office as specified in its rules, the society shall notify the Registrar, within 1 month after that date, of the situation of its chief office, and that office shall, until notice of any change is given to the Registrar, be the registered office of the society for the purposes of this Act. On receipt of the notification, the Registrar shall forthwith notify the appropriate District Registrar of Companies of the situation of that office.
4: If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.
73: Change of registered office
1: A society must send notice of a change to its registered office to the Registrar for registration within 14 days after the date of the change.
2:
3: It shall not be necessary to alter the rules of a society by reason only that its registered office is changed.
4: If a society fails to give notice to the Registrar in accordance with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Building Societies Act 1962 s 108 (UK) Section 73(1) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 73(2) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007 Register of members
74: Duty to keep register
1: Every society shall keep a register of the names and addresses of its members.
2: Subject to subsection (3), the register shall be kept at the society's registered office.
3: With the consent in writing of the FMA
4: If a society contravenes any of the provisions of this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Building Societies Act 1962 s 62 (UK) Section 74(3) amended 1 May 2011 section 82 Financial Markets Authority Act 2011
75: Inspection of register of members
1: The register of members kept pursuant to section 74
2: The right to inspect the register conferred by subsection (1) shall be deemed to include the right to take or require a copy of the register, or of any part thereof, on payment in advance of 20 cents, or such less sum as the society may prescribe, for every 100 words or fractional part thereof required to be copied. The society shall cause any copy so required by any member to be sent to that member within a period of 10 days commencing on the day next after the day on which the payment is received by the society.
3: If any inspection required under this section is refused, or if any copy required under this section is not sent within the proper period, the court may by order compel an immediate inspection of the register or direct that the copies required shall be sent to the member requiring them. Section 75 replaced 1 September 1987 section 14 Building Societies Amendment Act 1987 Meetings and resolutions
76: Annual general meeting
1: Subject to the provisions of this section, every society shall in the first 4 months of every financial year hold a meeting as its annual general meeting, in addition to any other meetings held in that year.
2: The annual general meeting shall be described as such in the notices calling it.
3: A society need not hold an annual general meeting in the financial year in which it is incorporated.
4: If in any financial year default is made in holding an annual general meeting in accordance with this section, the FMA may—
a: call or direct the calling of an annual general meeting in that financial year; and
b: give any ancillary or consequential directions as the FMA thinks fit (including directions modifying or supplementing the operation of the society's rules in relation to the calling, holding, and conducting of the meeting).
5: If default is made in holding an annual general meeting in accordance with subsections (1) and (2), or in complying with any directions of the FMA Building Societies Act 1962 s 64 (UK) Section 76(4) replaced 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 76(5) amended 1 May 2011 section 82 Financial Markets Authority Act 2011
77: Length of notice of meetings
1: Any provision in a society's rules shall be void so far as it provides for the calling of a meeting of the society, other than an adjourned meeting, by a shorter notice than 14 clear days' notice in writing.
2: Except so far as the rules of a society make other provision in that behalf (not being a provision made void by subsection (1)), a meeting of a society, other than an adjourned meeting, may be called by not less than 14 clear days' notice in writing.
3: Where notice is given in accordance with subsection (2), the notice shall be taken for the purposes of this Act or any other Act to have been duly given according to the society's rules.
4: Notice of a meeting of a society shall not be sent to its members more than 56 days before the date of the meeting. Building Societies Act 1962 s 65 (UK)
78: Persons entitled to notice of meetings
1: Written notice of any meeting of a society which specifies the intention to propose a resolution as a special resolution at the meeting shall be sent to every member qualified to vote on a special resolution at the meeting.
2: Subject to subsection (1), written notice of any meeting of a society shall be sent to every member of the society: provided that, subject as aforesaid and to the society's rules, notice of a meeting is not required by virtue of this subsection to be sent to a member—
a: if at the relevant time the member did not, or, as the case may be, does not, hold shares in the society to a value of $200
b: in the case of a meeting called by a terminating society for the purpose of conducting appropriations or ballots for loans or other investments advertisement; or
c: if, subject to such conditions or requirements as may be prescribed, the notice is published in major daily newspapers circulating generally in those parts of New Zealand where the members reside.
3: For the purposes of paragraph (a) of the proviso to subsection (2), the relevant time—
a: if the society was established in the financial year in which the notices are being sent, is the time at which the notices are sent; and
b: in any other case, is the end of the financial year preceding that in which the notices are sent.
4: An accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice of the meeting shall not invalidate the proceedings at that meeting. Building Societies Act 1962 s 66 (UK) Section 78(2) proviso paragraph (a) amended 1 September 1987 section 15 Building Societies Amendment Act 1987 Section 78(2) proviso paragraph (b) amended 1 September 1987 section 38 Building Societies Amendment Act 1987 Section 78(2) proviso paragraph (b) amended 22 December 1980 section 15(1) Building Societies Amendment Act 1980 Section 78(2) proviso paragraph (c) inserted 22 December 1980 section 15(2) Building Societies Amendment Act 1980
79: Proxies
1: Any member of a society entitled to attend and vote at a meeting of the society shall be entitled to appoint another person, whether a member or not, as his or her proxy to attend and, subject to subsection (2), to vote instead of him.
2: Unless the society's rules otherwise provide, a proxy shall not be entitled to vote except on a poll.
3: In every notice calling a meeting of a society there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, 1 or more proxies, to attend and vote instead of him, and that a proxy need not also be a member.
4: If default is made in complying with subsection (3) in respect of any meeting, every officer of the society who is in default shall be guilty of an offence against this Act.
5: Any provision in a society's rules shall be void so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the society or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.
6: If for the purpose of any meeting of a society invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the society's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be guilty of an offence against this Act: provided that an officer shall not be liable under this subsection by reason only of the issue to a member at his or her request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form is available on request in writing to every member entitled to vote at the meeting by proxy.
7: This section shall apply to meetings of any class of members of a society as it applies to general meetings of the society. Building Societies Act 1962 s 67 (UK)
80: Right to demand a poll
1: Any provision in a society's rules shall be void so far as it would have the effect either—
a: of excluding the right to demand a poll, at a meeting of the society, on any question other than the election of a chairman of the meeting or the adjournment of the meeting; or
b: of making ineffective a demand for a poll on any such question which is made by not less than 10 members having the right to vote at the meeting.
2: The instrument appointing a proxy to vote at a meeting of a society shall be taken also to confer authority to demand or join in demanding a poll; and for the purposes of subsection (1) a demand by a person as proxy of a member shall be the same as a demand by the member. Building Societies Act 1962 s 68 (UK)
81: Special resolutions
1: A resolution of a society shall be a special resolution when it has been passed by not less than three-fourths of the number of the members of the society qualified to vote on a special resolution, and voting, in person or by proxy, on a poll on the resolution, at a meeting of the society of which notice specifying the intention to move the resolution as a special resolution has been duly given.
2: The members qualified to vote on a special resolution at a meeting of the society shall be all the members aged 18 years or more $200
3: For the purposes of this section—
a: notice of a meeting shall be taken to be duly given if the notice is given in the manner provided by this Act and by the society's rules:
b: a meeting of a society shall be taken to be duly held if it is held in the manner provided by the society's rules.
4: Notwithstanding anything in a society's rules, the business that may be dealt with at the annual general meeting, or at any other meeting, shall include any resolution to be passed as a special resolution.
5: In any rules made by a society after the commencement of this Act, the expression special resolution Building Societies Act 1962 s 69 (UK) Section 81(2) amended 1 September 1987 section 16 Building Societies Amendment Act 1987 Section 81(2) amended 22 December 1980 section 16(a) Building Societies Amendment Act 1980
82: Notices of special resolutions
1: If a member of a society gives notice in writing to the society of his or her intention to move a special resolution at a meeting of the society, the society shall include in the notice of the meeting a notice specifying the intention to move that resolution as a special resolution.
2: If the member does not specify the meeting at which he or she intends to move the resolution, or if he or she specifies a meeting that will be held 56 days or less after the date of the receipt by the society of the member's notice, the society shall act on the footing that he or she intends to move the resolution at the first meeting held more than 56 days after that date.
3: If a society fails to comply with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.
4: In this section, the expression special resolution Building Societies Act 1962 s 70 (UK) Directors and other officers
83: Directors
Every society shall have at least 2 directors.
84: Giving of security by officers of society
Section 84 repealed 1 September 1987 section 17 Building Societies Amendment Act 1987
85: Duty of officers to account
Section 85 repealed 1 September 1987 section 18 Building Societies Amendment Act 1987
86: Disclosure of interest by directors
1: Subject to the provisions of this section, every director of a society who is in any way, directly or indirectly, interested in a contract or proposed contract with the society shall declare the nature of his or her interest to the board of directors in accordance with this section.
2: In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the directors at which the question of entering into the contract is taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she becomes interested in the proposed contract.
3: Where the director becomes interested in a contract with the society after it is made, such declaration shall be made at the first meeting of the directors held after he or she becomes interested in the contract.
4: For the purposes of this section, a general notice given by a director, at a meeting of the directors, to the effect that he or she is a member of a specified company or firm, and is to be regarded as interested in any contract that may thereafter be made with that company or firm, shall be a sufficient declaration of interest in relation to any such contract.
5: A declaration or notice under this section need not be made or given by the director in person at the meeting, if the director takes reasonable steps to ensure that it is brought up and read at the meeting.
6: A director who fails to comply with the provisions of this section commits an offence against this Act.
7: Nothing in this section shall prejudice the operation of any rule of law restricting directors of a society from having any interest in contracts with the society. Building Societies Act 1962 s 73 (UK)
87: Officers not to accept commissions
1: No director, manager, secretary, or other officer of a society shall, in addition to that person's remuneration as an officer of the society, accept from any other person any commission for or in connection with—
a: any loan made by the society; or
b: any policy of insurance effected through the society or issued by a person nominated or selected by the society.
2: If any director or other officer contravenes any of the foregoing provisions of this section—
a: that director or other officer commits an offence and shall be liable on conviction
b: if, having been convicted of an offence against subsection (1), that director or other officer fails to pay to the society the amount or value of the commission referred to in that subsection, as and when directed to do so by the convicting court, that director or other officer commits a further offence and shall be liable on conviction
3: If any person pays to any director or other officer any commission to which this section applies, that person commits an offence and shall be liable on conviction
4: In this section, commission Section 87 replaced 1 September 1987 section 19 Building Societies Amendment Act 1987 Section 87(2)﻿(a) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 87(2)﻿(b) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 87(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011
88: Notice of changes in holding of certain offices
1: If a person becomes, or ceases to be, a director or the manager or secretary of a society, the society must give notice of the change to the Registrar for registration within 1 month after the change.
1A: The notice must state the full name and address of the person and details of the office that he or she has taken or relinquished.
2:
3: If a society fails to comply with this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Building Societies Act 1962 s 75 (UK) Section 88(1) replaced 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 88(1A) inserted 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 88(2) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007 Office management
89: Office management
1: Every society shall establish and maintain a system to ensure the safe custody of all mortgage instruments, deeds, and documents of title belonging to or held by the society.
2: A society shall not be taken to have established a proper system under this section unless, under the system, on each occasion on which any such instrument, deed, or document of title is released from such safe custody, the consent is obtained of the board of directors or of a person authorised by the board to give such consent.
3: If a director of a society—
a: fails to take all reasonable steps to ensure compliance by the society with this section; or
b: has by his or her own wilful act been the cause of any default by the society thereunder— he commits an offence and shall be liable on conviction $400
4: It shall be a defence to a charge of an offence against paragraph (a) of subsection (3) Building Societies Act 1962 ss 76(3)–(5), 79(1) (UK) Section 89(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Accounting records and financial reporting Heading replaced 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
90: Accounting records must be kept
Every society must comply with subpart 2 Section 90 replaced 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
91: Financial reporting
1: Every society must comply with subpart 3
2: The directors of every society must ensure that the financial statements of the society are laid before the society at the annual general meeting. Section 91 replaced 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
91A: Summary financial statements
Section 91A repealed 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
92: Half-yearly financial statements must be prepared
1: Every society must ensure that, within 3 months after the end of the first half of the financial year, financial statements that comply with generally accepted accounting practice are—
a: completed in relation to the society and that first half of the financial year; and
b: dated and signed on behalf of the society by 2 directors of the society.
2: The financial statements referred to in subsection (1)
a: published in the manner, or distributed to the persons, that are prescribed; and
b: audited by a qualified auditor if required by regulations made under this Act. Section 92 replaced 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
93: Form and content of financial statements
Section 93 repealed 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
94: Offences under sections 90 to 93
Section 94 repealed 1 April 2014 section 6 Financial Reporting (Amendments to Other Enactments) Act 2013
95: Directors' report
1: The directors must prepare for submission at the annual general meeting a report on the state of the affairs of the society.
2: The directors' report must be attached to the financial statements laid before that meeting.
3: The directors of every society must ensure that every copy of the financial statements of the society referred to in section 91
a: a copy of the directors' report; and
b: a copy of the auditor's report on those statements. Section 95 replaced 1 April 2014 section 7 Financial Reporting (Amendments to Other Enactments) Act 2013
96: Distribution of copies of financial statements and reports
1: The directors of every society must ensure that a copy of the financial statements to be laid before the society at the annual general meeting, a copy of the auditor's report on those statements, and a copy of the directors' report are, not less than 14 days before the date of the meeting,—
a: sent to each member of the society; or
b: published in major daily newspapers circulating generally in those parts of New Zealand where members reside.
2: The directors of every society must ensure that a copy of the directors' report is sent to the Registrar for registration within the time frame referred to in subsection (1)
3: Subsection (1)﻿(b) Section 96 replaced 1 April 2014 section 7 Financial Reporting (Amendments to Other Enactments) Act 2013
97: Depositors and members entitled to be supplied with copy of financial statements
1: Every depositor in or member of a society is entitled, on demand and without charge, to be supplied with copies of the last financial statements and reports of the society that are required to be laid before that society at the annual general meeting.
2: The directors of the society must ensure that the depositor or member is sent copies of the financial statements and reports within 7 days after the demand is made.
3: However, this section does not apply if the depositor in or member of the society—
a: has previously been sent copies of the financial statements and reports; or
b: has already demanded and received copies of the financial statements and reports under this section. Section 97 replaced 1 April 2014 section 7 Financial Reporting (Amendments to Other Enactments) Act 2013
97A: Offences relating to laying financial statements before annual general meeting, half-yearly financial statements, directors' report, and distribution of financial statements
1: If any of sections 91(2) 92 95 96 97
2: It is a defence to a director of a society charged with an offence under this section in respect of a requirement referred to in section 91(2) 92 95 96 97
a: the society took all reasonable and proper steps to ensure that the requirement would be complied with; or
b: the director took all reasonable steps to ensure that the requirement would be complied with; or
c: in the circumstances, the director could not reasonably have been expected to take steps to ensure that the requirement would be complied with. Section 97A replaced 1 April 2014 section 7 Financial Reporting (Amendments to Other Enactments) Act 2013
97B: Election to receive summary financial statements
Section 97B repealed 1 April 2014 section 7 Financial Reporting (Amendments to Other Enactments) Act 2013
98: Appointment of auditors
1: Every society shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.
2:
2A:
3: At any annual general meeting a retiring auditor, however appointed, shall be reappointed without any resolution being passed unless—
a: he is not qualified for reappointment; or
b: a resolution has been passed at that meeting appointing somebody instead of him or her or providing expressly that he or she shall not be reappointed; or
c: he has given to the society notice in writing of his or her unwillingness to be reappointed: provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity, or disqualification of that person or of those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically reappointed by virtue of this subsection.
4: With respect to the first auditors of a society, the following provisions shall apply:
a: they may be appointed by the directors at any time before the first annual general meeting; and, subject to paragraph (b), auditors so appointed shall hold office until the conclusion of that meeting:
b: subject to section 99
c: if the directors fail to exercise their powers under paragraph (a), the society in general meeting may appoint the first auditors, and thereupon the said powers of the directors shall cease.
5: The directors may fill any casual vacancy in the office of auditor; but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act. Building Societies Act 1962 s 84 (UK) Section 98(2) repealed 1 April 2014 section 8 Financial Reporting (Amendments to Other Enactments) Act 2013 Section 98(2A) repealed 1 April 2014 section 8 Financial Reporting (Amendments to Other Enactments) Act 2013
99: Resolutions as to appointment and removal of auditors
1: A resolution at a society's annual general meeting—
a: appointing as auditor a person other than a retiring auditor; or
b: providing expressly that a retiring auditor shall not be reappointed— shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is moved: provided that if, after notice of the intention to move such a resolution has been given to the society, the annual general meeting is called for a date less than 28 days after the notice has been given, the notice, though not given within the time required by this subsection, shall be taken to have been so given.
2: A society shall give to its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting, or, if that is not practicable, shall give them notice of the resolution, not less than 21 days before the meeting, either by advertisement in a newspaper having an appropriate circulation or in any other way allowed by the society's rules.
3: On receipt by a society of notice given under subsection (1) of an intended resolution, the society shall forthwith send a copy of the notice to the retiring auditor (if any).
4: Subject to subsection (5), where such a notice is given, and the retiring auditor makes representations in writing to the society (not exceeding a reasonable length) with respect to the intended resolution, and requests that those representations be notified to members of the society, the society shall, unless the representations are received too late for it to do so,—
a: in any notice of the resolution given to members, state the fact of the representations having been made; and
b: send a copy of the representations to every member to whom notice of the meeting is sent (whether before or after receipt of the representations by the society)— and if a copy of the representations is not so sent either because they were received too late or because of the society's default, the auditor (without prejudice to his or her right to be heard orally) may require that they be read out at the meeting.
5: Copies of any such representations need not be sent out, and they need not be read out at the meeting, if, on the application either of the society or of any other person who claims to be aggrieved, the High Court
6: Subsections (4) and (5) section 98 Building Societies Act 1962 s 85 (UK) Section 99(5) amended 1 April 1980 section 12 Judicature Amendment Act 1979
100: Qualifications of auditors and access to information
1: No person is qualified for appointment as auditor of a society unless he or she is a qualified auditor (within the meaning of section 35 Financial Reporting Act 2013
2: See sections 37 to 39 Financial Reporting Act 2013 Section 100 replaced 1 April 2014 section 9 Financial Reporting (Amendments to Other Enactments) Act 2013
101: Auditors' report
1: The auditors of a society shall make a report to the members
2: An auditor must, in carrying out an audit for the purposes of subsection (1) or section 92
3: The auditor's report must comply with the requirements of all applicable auditing and assurance standards.
4:
4A:
5:
6:
7: The auditors of a society shall be entitled—
a: to attend any general meeting of the society, and to receive notices of and other communications relating to any general meeting which any member of the society is entitled to receive; and
b: to be heard at any meeting which they attend on any part of the business of the meeting which concerns them as auditors. Building Societies Act 1962 s 87 (UK) Section 101 heading amended 1 April 2014 section 10(1) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(1) replaced 1 September 1987 section 21 Building Societies Amendment Act 1987 Section 101(1) amended 1 April 2014 section 10(2) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(2) replaced 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(3) replaced 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(4) repealed 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(4A) repealed 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(5) repealed 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 101(6) repealed 1 April 2014 section 10(3) Financial Reporting (Amendments to Other Enactments) Act 2013
102: Accounts of groups in terminating society
Section 102 repealed 1 April 2014 section 11 Financial Reporting (Amendments to Other Enactments) Act 2013 Annual return
103: Duty to make annual return
1: Every society shall, in the first 3 months of each financial year, send to the Registrar for registration provided that a society need not make a return under this subsection in the financial year in which it is incorporated.
2: The annual return shall contain such information and be in such form as may be prescribed
2A: The annual return must be signed by—
a: the manager or secretary of the society; and
b: a second person who is authorised to sign by the directors of the society and who is any of the following:
i: a director of the society:
ii: a qualified statutory accountant (as defined in section 5(1)
iii: a lawyer (as defined in section 6
3:
4: If a society fails to comply with any of the provisions of this section or of any regulations made for the purposes thereof, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. 1908 No 18 ss 44, 45 Building Societies Act 1962 s 88(1)–(3), (5), (6) (UK) Section 103(1) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 103(2) amended 30 May 2017 section 5(1) Regulatory Systems (Commercial Matters) Amendment Act 2017 Section 103(2A) inserted 30 May 2017 section 5(2) Regulatory Systems (Commercial Matters) Amendment Act 2017 Section 103(3) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
104: Annual return to disclose loans or other investments to certain officers or companies
Section 104 repealed 30 May 2017 section 6 Regulatory Systems (Commercial Matters) Amendment Act 2017
105: Additional annual return of certain transactions
Section 105 repealed 1 September 1987 section 24 Building Societies Amendment Act 1987
106: Auditors' report on annual return
1: The auditors of a society shall make a report on the annual return, and that report shall be annexed to the annual return made to the Registrar.
2: Without limiting the power to make regulations under section 137
3: The auditors' report on the annual return shall, without prejudice to any provision of this Act requiring any other information to be contained therein, contain statements as to the following matters:
a: whether in their opinion the annual return is properly drawn up in accordance with this Act and any regulations made thereunder:
b: whether the annual return gives a true and fair view of the matters to which it is to be addressed, other than those with which the auditors, by virtue of regulations made under this Act, are not required to deal:
c: whether the annual return is in agreement with the accounting and other records 1908 No 18 s 44(2) Building Societies Act 1962 s 91 (UK) Section 106(3)﻿(c) amended 1 April 2014 section 12 Financial Reporting (Amendments to Other Enactments) Act 2013 Liability of officers
107: Officers and auditors not to be exempted from liability
1: This section applies to any provision for—
a: exempting any director or other officer of a society from any liability which, by virtue of any rule of law, would otherwise attach to him or her in respect of any negligence, default, breach of duty, or breach of trust of which he or she may be guilty in relation to the society; or
b: indemnifying any such director or officer against any such liability.
2: Subject to the provisions of this section, any provision to which this section applies, whether the provision is in a society's rules or in any contract with a society or otherwise, shall be void.
3: In respect of anything done at any time before the expiry of a period of 6 months from the commencement of this Act, nothing in subsection (2) shall deprive any person of any exemption or right to be indemnified by virtue of any such provision, if that provision was in force at the commencement of this Act.
4: This section shall not prevent a society from indemnifying a person against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted.
5: Section 468 of the Companies Act 1955 (as if that section were still in force) applied Building Societies Act 1962 ss 92, 130, Eighth Schedule (para 10) (UK) Section 107(5) amended 5 December 2013 section 14 Companies Amendment Act 2013 Determination of disputes
108: General provisions as to disputes
1: This section applies to any dispute between a society and a member thereof, or a representative of a member, in his or her capacity as a member, in respect of any matter except the construction or effect of—
a: a mortgage instrument; or
b: any other contract contained in any document other than the society's rules.
2: Sections 109 to 112
3: Where the provisions of those sections have effect, and in accordance therewith a dispute is to be determined by arbitration
4: Nothing in those sections shall prevent a society or any member thereof, or any person claiming through or under a member, from obtaining in the ordinary course of law any remedy in respect of any mortgage or in respect of any other contract, other than the society's rules, to which he or she or the society would otherwise be entitled by law.
5: Any reference in a society's rules to disputes shall, except so far as the rules otherwise expressly provide, be construed as referring, and as referring only, to disputes to which this section applies. 1908 No 18 s 2(2) Building Societies Act 1962 s 93 (UK) Section 108(3) amended 27 November 1970 section 8(2)﻿(b) Building Societies Amendment Act 1970
109: Determination of disputes by arbitration
1: This section shall have effect where a society's rules direct that disputes shall be referred to arbitration.
2: Every such reference to arbitration shall be—
a: to a sole arbitrator agreed on by the parties to the dispute; or
b: if the parties do not agree on a sole arbitrator, to 2 arbitrators, one to be appointed by each party to the dispute, with power to the 2 arbitrators to appoint an umpire.
3: No such arbitrator or umpire shall be beneficially interested, whether directly or indirectly, in the funds of the society.
4: The Registrar shall not be eligible for appointment under this section as a sole arbitrator, or as one of 2 arbitrators or as an umpire.
5: For the purposes of any such arbitration, this section shall be deemed to be a submission within the meaning of the Arbitration Act 1908 Section 109 replaced 27 November 1970 section 7(1) Building Societies Amendment Act 1970 Section 109(4) replaced 1 September 1987 section 25 Building Societies Amendment Act 1987
110: Determination of disputes by Registrar
Section 110 repealed 27 November 1970 section 8(1) Building Societies Amendment Act 1970
111: Determination of disputes by court
The court may hear and determine a dispute in any case where—
a: the society's rules direct that disputes shall be referred to the court or to Justices; or
b: it appears to the court, on the application of any person concerned, that either party to the dispute has applied to the other party for the purpose of having the dispute settled by arbitration under the society's rules, and that either the last-mentioned application has not been complied with within 40 days or the arbitrators have refused, or have neglected for a period of 21 days, to make an award. 1908 No 18 s 39 Building Societies Act 1962 s 96 (UK)
112: Effect of determination
Subject to section 113 1908 No 18 s 40(1) Building Societies Act 1962 s 97 (UK) Section 112 amended 27 November 1970 section 8(2)﻿(c) Building Societies Amendment Act 1970
113: Statement of case for
High Court
1: At the request of either party to the dispute, the arbitrators, District Court Judge the District Court High Court
2: Clause 4 1908 No 18 s 40(1) Building Societies Act 1962 s 98 (UK) Section 113 heading amended 1 April 1980 section 12 Judicature Amendment Act 1979 Section 113(1) amended 1 March 2017 section 261 District Court Act 2016 Section 113(1) amended 1 April 1980 section 12 Judicature Amendment Act 1979 Section 113(1) amended 27 November 1970 section 8(2)﻿(d) Building Societies Amendment Act 1970 Section 113(2) replaced 1 July 1997 section 17 Arbitration Act 1996
7A: Conversion to company
Part 7A inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113A: Building society may approve scheme for conversion of society into company under
Companies Act 1993
1: A society may, by special resolution, approve a scheme for conversion of the society into a company having limited liability under the Companies Act 1993
2: Every scheme shall—
a: state the name of the proposed company:
b: state the number of shares of the proposed company:
c: have annexed to it the constitution of the proposed company, if it is proposed to have one:
d: specify the persons or classes of persons who will be shareholders of the proposed company:
e: specify, in the case of persons or classes of persons who are members of the society and who will be shareholders of the proposed company, by reference to the interests of those persons or classes of persons in the capital of the society, the entitlements of those persons or classes of persons to shares in the proposed company:
f: specify, in the case of persons or classes of persons who are members of the society and who will not be shareholders of the proposed company, the rights and liabilities of such persons or classes of persons:
g: contain such other matters as the society thinks appropriate.
3: A society that has passed a special resolution approving a scheme for the conversion of the society into a company pursuant to this section shall, within 14 days after the date on which the resolution was passed, file a notice, stating that such a resolution has been passed, and specifying the terms thereof, with the Registrar.
4: Before a special resolution is passed pursuant to subsection (1) a notice complying with the provisions of subsection (5) shall be sent to every member qualified to vote on the special resolution together with the notice of meeting required by section 78
5: Every notice required for the purposes of subsection (4) shall—
a: summarise, in sufficient detail to enable the members of the society to properly determine how to vote on the resolution, the matters required to be referred to in, and the contents of any documents required to be annexed to, the scheme for conversion as specified in subsection (2):
b: specify any proposed change in the principal activities of the society:
c: specify the names of the persons who will be the directors of the proposed company:
d: state whether any financial benefits are to be conferred as a consequence of the scheme on any director of the society or the proposed company:
e: state whether it is intended that the proposed company will, within 6 months of the conversion date, issue any shares in the proposed company other than in accordance with the scheme for conversion:
f: state that a copy of the scheme for conversion is available for inspection by any member at every place of business of the society at any time during normal business hours.
6: No scheme for conversion including a statement purporting to be made by an expert, and no document relating to a scheme for conversion including a statement purporting to be made by an expert, shall be sent to, or made available for inspection by, any person for the purposes of this section, unless—
a: the expert has given and has not, before the date on which the scheme for conversion or other document, as the case may be, is sent to, or made available for inspection by, any person, withdrawn his or her written consent to distribution of the scheme or other document with the statement included in the form and context in which it is included; and
b: a statement that the expert has given and has not withdrawn his or her consent appears in the scheme or other document, as the case may be; and
c: a statement of the expert's qualifications appears in the scheme or other document, as the case may be; and
d: a statement which appears in the scheme or other document, as the case may be, states whether or not the expert is or is intended to be a director, officer, or employee of, or professional adviser to, the society or the proposed company; and
e: the statement was made not earlier than 4 months before the scheme or other document, as the case may be, was sent to, or made available for inspection by, any person for the purposes of this section.
7: For the purposes of subsection (6), expert Section 113A inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113A heading amended 1 July 1994 section 2 Building Societies Amendment Act 1993 Section 113A(1) replaced 1 July 1994 section 2 Building Societies Amendment Act 1993 Section 113A(2) replaced 1 July 1994 section 2 Building Societies Amendment Act 1993
113B: Cancellation of approval of scheme for conversion by High Court
1: An application for the cancellation of the approval, by special resolution passed under section 113A
a: by persons—
i: who together comprise not less than one-tenth of the whole number of members of the society who were qualified to vote on the special resolution of the society to approve the scheme for conversion; and
ii: who all voted, by person or by proxy, against that resolution; or
b: with the leave of the court,—
i: by any member of the society; or
ii: by any creditor of the society.
2: An application under subsection (1) shall be made within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3)
3: An application under subsection (1) may be made on behalf of 1 or more of the persons entitled to make the application by such 1 or more of their number as may be appointed in writing for the purpose.
4: A copy of every application made under subsection (1) shall be filed with the Registrar within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3)
5: On an application under subsection (1), the court may—
a: make an order confirming or cancelling the approval of the scheme for the conversion of the society into a company either wholly or in part, and on such terms and conditions as it thinks fit:
b: adjourn the proceedings in order that an arrangement may be made, to the satisfaction of the court, for the purchase of the interests of dissentient members:
c: give such directions and make such orders as it thinks fit for facilitating or carrying into effect any such arrangement.
6: In exercising its powers under subsection (5), the court—
a: shall have regard to the rights and interests of the members of the society, or any class of them; and
b: may also have regard to any other matter that it thinks fit.
7: Except by special leave of the court by whom the judgment or order appealed from was made, or by special leave of the Court of Appeal, no appeal from any judgment or order made under subsection (5) Section 113B inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113C: Special resolution approving scheme for conversion to be registered by Registrar of Building Societies
1: A copy of a special resolution passed by a society pursuant to section 113A
a: 21 days after the date on which the notice that a special resolution has been passed has been filed with the Registrar pursuant to section 113A(3)
b: if an application to the court has been made under section 113B
c: if there is an appeal against that determination, the date the appeal is finally determined.
2: A copy of the special resolution together with a copy of the scheme for conversion shall, if an application under section 113B
3: If an application has been made to the court under section 113B
a: 30 days after the date the application is determined by the court; or
b: if there is an appeal against that determination, 30 days after the date that appeal is finally determined.
4: The Registrar, on being satisfied that the requirements of section 113A
5: If a society makes default in delivering to the Registrar any document required by this section to be delivered to the Registrar, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Section 113C inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113C(4) amended 20 September 2007 section 7 Building Societies Amendment Act 2007
113D: Registrar of Companies to register society as company on receipt of certain documents
1: As soon as reasonably practicable after the registration, pursuant to section 113C(4)
a: a copy of the special resolution certified under the hand of the Registrar of Building Societies as having been registered under section 113C(4)
b: the constitution of the proposed company, if it is proposed to have one, annexed to the scheme approved by the society:
c: confirmation from the Registrar of Companies that the name of the proposed company has been reserved pursuant to section 22
d: the address of the registered office and the address for service of the proposed company:
e: the written consents to act as directors as required by section 152
f: the certificate of incorporation of the society issued under this Act:
g: such fee as is payable for the registration of the company.
2: The Registrar of Companies, on being satisfied that the documents delivered under subsection (1) are in accordance with that subsection, shall retain and register them and issue a certificate of incorporation for the company.
3: The certificate of incorporation shall be conclusive evidence that the requirements of this section have been complied with and that the society was, on the date shown in the certificate, duly registered as a company under the Companies Act 1993
4: From the commencement of the date shown in the certificate of incorporation, the society shall cease to be incorporated under this Act and shall be a company incorporated under Part 2
5: The Registrar shall forthwith publish notice of the registration of the society as a company pursuant to this section in the Gazette
6: Upon the registration of a society as a company,—
a: all persons who are to be shareholders of the company in accordance with the terms of the scheme for conversion shall be shareholders in the company; and
b: the shares in the company to which all such persons are entitled in accordance with the scheme for conversion shall be deemed to be issued to such persons; and
c: an entry shall be made in the share register of the company in respect of each such person showing—
i: the name of that person:
ii: the address of that person to which notices and other documents are to be sent:
iii: the class of share and the number of the shares in the company to be held by that person calculated in accordance with the terms of the scheme for conversion.
7: Where any shares are, pursuant to subsection (6), deemed to have been issued to shareholders of the company, the company shall, as soon as practicable, deliver to the Registrar of Companies—
a: a list, verified by the statutory declaration of a director, showing—
i: the number of shares issued:
ii: the names, addresses, and descriptions of the shareholders:
iii: the amount credited as paid up on each share issued:
iv: the consideration for which the shares were issued:
b: a statutory declaration by a director of the company to the effect that the consideration provided is not less than the amount by which the shares have been paid up otherwise than in cash and describing the consideration for the issue of the shares (or, where the effect of the issue of the shares is to satisfy the whole or part of a liability of the company, for the liability) in sufficient detail to identify it and stating an estimate of its value and how that value was assessed.
8: Notwithstanding anything contained in subsection (7)﻿(a) of this section or section 87
a: to show on the list required to be delivered to the Registrar of Companies by subsection (7)﻿(a); or
b: to enter in its share register— the description of any person who immediately before the conversion date was a member of the society if the register of members of the society did not contain a description of that person. Section 113D replaced 1 July 1994 section 3 Building Societies Amendment Act 1993
113E: Consequential provisions on conversion of society
1: Where any society becomes converted into a company pursuant to this Part, the undertaking of the society shall, on the conversion date, vest in the company by virtue of this Act.
2: For the purposes of subsection (1), undertaking
3: Without limiting the generality of subsection (1), the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date:
a: a reference (express or implied) to the society in any instrument made, given, passed, or executed before the conversion date shall be read and construed as a reference to the company:
b: except as provided in section 113F
c: an instruction, order, direction, mandate, or authority given to the society and subsisting immediately before the conversion date shall be deemed to have been given to the company:
d: a security held by the society as security for a debt or other liability to the society incurred before the conversion date shall be available to the company as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts or liabilities to the company incurred on or after the conversion date; and, in relation to a security, the company shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which the society would have been entitled or subject if the society had not become converted into a company:
e: all the rights and liabilities of the society as bailor or bailee of documents or chattels shall be vested in and assumed by the company:
f: a negotiable instrument or order for payment of money which before the conversion date is drawn on or given to or accepted or endorsed by the society or payable at a place of business of the society shall, unless the context otherwise requires, have the same effect on and after the conversion date as if it had been drawn on or given to or accepted or endorsed by the company instead of the society or was payable at the place of business of the company:
g: nothing effected or authorised by this Part—
i: shall be regarded as placing the society, 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
ii: shall 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
iii: shall be regarded as placing the society, 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
iv: shall release any surety wholly or in part from any obligation; or
v: shall invalidate or discharge any contract or security:
h: any action, arbitration or proceedings, or cause of action which immediately before the conversion date is pending or existing by, against, or in favour of the society or to which the society 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. Section 113E inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113F: Enforceability of rights and liabilities altered by or arising under scheme for conversion
1: Where a scheme for conversion approved under section 113A section 113E
2: Where a scheme for conversion approved under section 113A Section 113F inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113G: Liability of members of company
No shares in the capital of a company into which a society has become converted pursuant to this Part that are issued in respect of shares held by a person as a member of the society shall require a contribution from that person to the assets of the company in the event of the company being put into liquidation Section 113G inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113G amended 1 July 1994 section 4 Building Societies Amendment Act 1993
113H: Prohibition on issue of terminating or bonus balloting shares in company to which society converts
1: No shares shall be issued in the capital of a company into which a society has become converted pursuant to this Part that—
a: are to terminate at the end of given periods or on the attainment of specified results; or
b: entitle the holder to participate in a ballot for the purpose of ascertaining which of the holders of such shares are entitled to receive any prizes arising in respect of those shares.
2: Nothing in subsection (1) prevents a company into which a society has become converted from issuing any shares that a company incorporated under the Companies Act 1993 Section 113H inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113H(2) replaced 5 December 2013 section 14 Companies Amendment Act 2013
113I: Preservation of rights of terminating shareholders
1: Subject to subsection (3), and notwithstanding anything to the contrary contained in any scheme for conversion in relation to a society, every person who, immediately before the conversion date, was a holder of 1 or more shares in a society which becomes converted into a company pursuant to this Part, being a share or shares that was or were to terminate at the end of a given period or on the attainment of a specified result, shall be issued with debt securities
2: No debt securities
a: any right to vote at any
b: any right to receive notice of any
c: any right to appoint any director of the company:
d: any other rights ordinarily only conferred on shareholders of a company.
3: Subsection (1) shall not apply to any person—
a: who has received a notice that complies with subsection (4); and
b: who has consented in writing to the conversion of that person's shares into any interest other than those specified in subsection (1).
4: Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—
a: of that person's entitlement under subsection (1):
b: of the nature of the interest into which that person's shares may be converted if that person so consents. Section 113I inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113I(1) amended 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 113I(2) amended 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 113I(2)﻿(a) amended 1 July 1994 section 6 Building Societies Amendment Act 1993 Section 113I(2)﻿(b) amended 1 July 1994 section 6 Building Societies Amendment Act 1993
113J: Terms and conditions of bonus balloting securities not to be substantially different from terms and conditions of bonus balloting shares
1: Subject to subsection (2), where a scheme for conversion of any society that is to become converted into a company pursuant to this Part provides for the conversion into debt securities debt securities
2: Nothing in subsection (1) shall require the issue of any debt securities
a: any right to vote at any
b: any right to receive notice of any
c: any right to appoint any director of the company:
d: any other rights ordinarily only conferred on shareholders of a company.
3: Subsection (1) shall not apply to any person—
a: who has received a notice that complies with subsection (4); and
b: who has consented in writing to the conversion of that person's shares into any debt securities
4: Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—
a: of that person's entitlement under subsection (1):
b: of the nature of the interest into which that person's shares may be converted if that person so consents. Section 113J inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113J(1) amended 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 113J(2) amended 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013 Section 113J(2)﻿(a) amended 1 July 1994 section 7 Building Societies Amendment Act 1993 Section 113J(2)﻿(b) amended 1 July 1994 section 7 Building Societies Amendment Act 1993 Section 113J(3)﻿(b) amended 1 December 2014 section 150 Financial Markets (Repeals and Amendments) Act 2013
113K: Employees
Notwithstanding any other provision of this Act, the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date—
a: on the conversion date each employee of the society shall become an employee of the company but, for the purposes of every enactment, law, award, determination, contract, and agreement relating to the employment of each such employee, the contract of employment of that employee shall be deemed to have been unbroken and the period of service with the society shall be deemed to have been a period of service with the company:
b: the terms and conditions of employment of each such employee shall, until varied, be identical with the terms and conditions of that employee's employment with the society immediately before the conversion date and be capable of variation in the same manner:
c: no such employee shall be entitled to receive any payment or other benefit by reason only of that employee ceasing to be an employee of the society by virtue of the society becoming converted into a company under this Part. Section 113K inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113L: Application of
Gambling Act 2003
1: The Gambling Act 2003
2: The Gambling Act 2003 Section 113L inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113L heading amended 1 July 2004 section 374 Gambling Act 2003 Section 113L(1) amended 1 July 2004 section 374 Gambling Act 2003 Section 113L(2) amended 1 July 2004 section 374 Gambling Act 2003
113M: Prohibition on opening of new bonus balloting accounts after conversion date
No company into which a society has become converted pursuant to this Part shall permit any person to open an account with the company to which a number is given that is drawn in any ballot conducted for the purpose of determining entitlements for prizes. Section 113M inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113N: Retention of trustee investment status for 5 years from conversion
Section 113N repealed 1 October 1988 section 16(1) Trustee Amendment Act 1988
113O: Retention of approved status for accepting deposits in home ownership or farm ownership accounts
Where a society becomes converted into a company pursuant to this Part and that society was, immediately before the conversion date, a society approved by Order in Council made under section 56D Section 113O inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113P: Prohibition of bonus ballots after expiry of 3 years from conversion date
1: No company into which a society has become converted in accordance with this Part, and no person acting on behalf of any such company, shall, at any time after the expiry of 3 years from the conversion date, conduct any ballot for the purpose of ascertaining the entitlement of any person to receive prizes.
2: Every company that, at any time after its conversion from a society pursuant to this Part, is under a liability to any person to hold ballots for the purpose of ascertaining the entitlement of any person to receive prizes shall, before the expiry of 3 years from the conversion date, except to the extent that such liabilities may have been otherwise discharged, discharge those liabilities in accordance with regulations made under section 113Q
3: Every company, and every person acting on behalf of a company, commits an offence and is liable on conviction
a: conducts any ballot in contravention of subsection (1); or
b: fails to comply with the provisions of subsection (2). Section 113P inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113P(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011
113Q: Regulations for purposes of this Part
The Governor-General may from time to time, by Order in Council, make regulations under section 137
a: prescribing the procedure to be followed by a society for the purpose of becoming converted into a company pursuant to this Part:
b: regulating ballots conducted by any company into which a society has become converted pursuant to this Part:
c: providing for the maintenance of any fund or funds by any such company for the purpose of discharging the liabilities (whether existing, future, vested, or contingent) of any such company to any person interested in any ballots conducted by the company for the purpose of determining entitlements to prizes or loans:
d: prescribing the procedure to be followed for the purpose of—
i: discharging any liabilities to persons interested in ballots conducted by the company:
ii: disposing of any funds required to be maintained by the company in accordance with regulations made under paragraph (c):
e: prescribing offences in respect of the contravention of or non-compliance with any regulations made under this section and prescribing fines, not exceeding $1,000 in any case, in respect of any such offences:
f: providing for such other matters as are contemplated by or necessary for giving full effect to the provisions of this Part. Section 113Q inserted 1 September 1987 section 26 Building Societies Amendment Act 1987
113R: Taxes and duties
For the purposes of the Acts of Parliament specified in the Schedule
a: any society that has become converted into a company and the company into which the society has become converted shall be deemed to be the same person; and
b: all transactions entered into by, and acts of, the society before the conversion date 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 society. Section 113R inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113R amended 1 April 1995 Income Tax Act 1994
113S: Registers
1: The Registrar-General of Land, the Registrar of Deeds, or any other person charged with the keeping of any books or registers is not
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 conversion date by the society; and
c: containing a recital that that property has become vested in the company, by virtue of the provisions of this Part— shall, in the absence of evidence to the contrary, be sufficient proof that the property is vested in the company.
3: No fee shall be payable to the Registrar-General of Land under the Land Transfer Act 2017
a: solely by reason of the change of name of a society to that of a company pursuant to this Part; and
b: other than at the request of the society or the company into which the society has become converted. Section 113S inserted 1 September 1987 section 26 Building Societies Amendment Act 1987 Section 113S(1) amended 12 November 2018 section 250 Land Transfer Act 2017 Section 113S(3) amended 12 November 2018 section 250 Land Transfer Act 2017
8: Dissolution and winding up
114: Dissolution in accordance with rules
A society may be dissolved in the manner prescribed by its rules. 1908 No 18 s 33(1)﻿(b) Building Societies Act 1962 s 99 (UK)
115: Dissolution by consent
1: A society may be dissolved by an instrument of dissolution, with the consent of three-fourths of the members, holding not less than two-thirds of the number of shares in the society, testified by their signatures to the instrument of dissolution.
2: The instrument of dissolution shall set out—
a: the liabilities and assets of the society, in detail:
b: the number of members, and the amount standing to their credit in the society's books:
c: the claims of depositors and other creditors, and the provision to be made for their payment:
d: the intended appropriation or division of the funds and property of the society:
e: the names of 1 or more persons to be appointed as trustees for the purposes of the dissolution, and their remuneration.
3: Alterations in the instrument of dissolution may be made with the like consent, testified in the same manner.
4: The instrument of dissolution, and all alterations therein, shall be registered in the manner provided by this Act for the registration of rules, and shall be binding on all the members of the society. 1908 No 18 s 33(1)﻿(c) Building Societies Act 1962 s 100 (UK)
116: Provisions as to dissolution under last 2 preceding sections
1: The provisions of this section shall have effect in relation to the dissolution of a society under section 114 section 115
2: The provisions of this Act shall continue to apply in relation to the society as if the liquidators or other persons conducting its dissolution, or, as the case may be, the trustees appointed under the instrument of dissolution, were the board of directors of the society.
3: Such liquidators, trustees, or other persons as aforesaid shall, within 28 days from the termination of the dissolution, send to the Registrar for registration statement of financial position on conviction $10
4:
5: Except with the consent of the Registrar—
a: no resolution, instrument of dissolution, or other proceeding for the dissolution of a society; and
b: no alteration of an instrument of dissolution— shall be of any effect if the purpose of the proposed dissolution is to effect or facilitate the transfer of the society's engagements to any other society.
6: Any provision in a resolution or document that members of a society proposed to be dissolved shall accept investments in another society, whether in shares, deposits, or any other form, in or towards satisfaction of their rights in the dissolution shall be conclusive evidence of such a purpose as is mentioned in subsection (5) Building Societies Act 1962 s 102 (UK) Section 116(3) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 116(3) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 116(3) amended 1 October 1997 section 6(1) Financial Reporting Amendment Act 1997 Section 116(4) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
117: Dissolution on award of Registrar
Section 117 repealed 1 September 1987 section 27 Building Societies Amendment Act 1987
118: Dissolution by appointment of liquidator
1: Nothing in the foregoing provisions of this Part limits or affects this section or any other enactment that provides for the dissolution or liquidation of societies.
2: A society may be put into liquidation by the appointment by the court as liquidator of a named person or an Official Assignee for a named district.
3: An application for the appointment of a liquidator under subsection (2) may be made by—
a: a member authorised by special resolution to make the application:
b: a judgment creditor for a sum exceeding $100:
c: the FMA
4: Subject to the provisions of this Act and of any regulations made under this Act, a society shall be deemed for the purposes of any liquidation under this section to be a company, and the provisions of Parts 16 17
5: Where in the exercise of any power conferred by this Act the FMA
6: The conditions that the court may impose under subsection (5)
a: that the society be dissolved under section 114 section 115
b: that the society unite under section 32 section 33 and may also include conditions for ensuring that the relevant default be made good, and that the costs of the proceedings on the application be met by the person or persons responsible for that default.
7: In this section, the expression the relevant default Section 118 replaced 1 July 1994 section 8 Building Societies Amendment Act 1993 Section 118(3)﻿(c) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 118(5) amended 1 May 2011 section 82 Financial Markets Authority Act 2011
119: Liability of members on dissolution or liquidation
Where a society is being dissolved or is in liquidation, a member to whom a loan or other investment Section 119 replaced 1 July 1994 section 8 Building Societies Amendment Act 1993
120: Notice of dissolution or liquidation
1: Notice of the commencement and of the termination of the dissolution or liquidation of a society shall be sent to the Registrar for registration
2:
3: If a society fails to send any such notice, the society, and every officer of the society who is in default, commits an offence against this Act. Section 120 replaced 1 July 1994 section 8 Building Societies Amendment Act 1993 Section 120(1) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 120(2) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
121: Provision as to terminating societies
In relation to a terminating society, the provisions of this Part shall have effect without prejudice to the termination of the society on the happening of any event on which the society is to terminate. 1908 No 18 s 33(1)﻿(a) Building Societies Act 1962 s 106 (UK)
8A: Register of building societies
Part 8A inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121A: Register of building societies
1: The Registrar must ensure that a register of building societies is kept in New Zealand.
2: The register may be—
a: an electronic register; or
b: kept in any other manner that the Registrar thinks fit.
3: The Registrar must take all reasonable steps to ensure that the information contained in the register is available to members of the public at all reasonable times. Section 121A inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121B: Registration of documents
1: On receipt of a document for registration under this Act, the Registrar must (unless section 121C
a: register the document in the register; and
b: give written advice of the registration to the person from whom the document was received (except in the case of an annual return or the financial statements and reports referred to in section 96(1)
2: Neither registration nor refusal of registration of a document by the Registrar affects, or creates a presumption as to, the validity or invalidity of the document or the correctness or otherwise of the information contained in it.
3: In this section, a registration condition Section 121B inserted 20 September 2007 section 6 Building Societies Amendment Act 2007 Section 121B(1)﻿(b) amended 1 April 2014 section 13 Financial Reporting (Amendments to Other Enactments) Act 2013
121C: Registrar may require document to be registrable or otherwise comply before registration
1: The Registrar may refuse to register a document received by the Registrar for registration under this Act if that document—
a: is not in the prescribed form, if any; or
b: does not comply with this Act or regulations made under this Act; or
c: is not printed or typewritten; or
d: if the register is an electronic register, is not in a form that enables particulars to be entered directly by electronic or other means in the register; or
e: has not been properly completed; or
f: contains material that is not clearly legible.
2: If the Registrar refuses to register a document in reliance on this section, the Registrar must request either—
a: that the document be appropriately amended or completed and submitted for registration again; or
b: that a fresh document be submitted in its place. Section 121C inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121D: When documents are registered
A document is registered
a: the document itself is constituted as part of the register; or
b: particulars of the document are entered in an electronic register. Section 121D inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121E: Alterations to register
The Registrar may make an amendment to the register if satisfied that it is necessary—
a: to reflect any changes in the information that is contained in the register; or
b: to correct an obvious error in or omission from the register. Section 121E inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121F: Inspection of register
A person may, on payment of the prescribed fee (if any), inspect—
a: any registered document; or
b: particulars of a registered document entered into an electronic register. Section 121F inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121G: Obtaining certified copy or extract from register
1: A person may, on payment of the prescribed fee (if any), require the Registrar to give or certify—
a: a certificate of incorporation of a building society; or
b: a copy of or extract from a registered document; or
c: any particulars of a registered document entered into an electronic register.
2: A process to compel the production of—
a: a registered document; or
b: evidence of the entry of particulars of a registered document in an electronic register— must not issue from the court without the leave of the court and, if it does, it must have a statement attached to it that it is issued with the leave of the court. Section 121G inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
121H: Certified copy or extract is evidence
1: A copy of or extract from a registered document that purports to be certified by the Registrar as a true copy or extract is admissible in evidence in legal proceedings to the same extent as the original document.
2: A certificate purporting to be signed by the Registrar as to the particulars of a registered document in an electronic register or any other matters in the register is conclusive evidence, in the absence of proof to the contrary, of the entry of those particulars or those other matters. Section 121H inserted 20 September 2007 section 6 Building Societies Amendment Act 2007
9: Miscellaneous provisions
122: General control of advertisements
Section 122 repealed 1 September 1987 section 28 Building Societies Amendment Act 1987
122A: Powers of inspection of Registrar
1: The Registrar or any person authorised by the Registrar may, for the purpose of ascertaining whether a society or any officer of a society is complying or has complied with this Act, or of ascertaining whether the Registrar should exercise any of the Registrar's rights or powers under this Act, or of detecting offences against this Act,—
a: require a society or any officer of a society to produce for inspection any registers, records, accounts, books, or papers that are kept by the society; and
b: in any case where the Registrar or the person authorised by the Registrar considers that the aforesaid purpose cannot be achieved by inspecting only the documents specified in paragraph (a), or where such documents are not produced for inspection, require any person (including any officer employed in or in connection with any government department) to produce for inspection any registers, records, accounts, books, or papers that contain information relating to any money or other property that is or has been managed, supervised, controlled, or held in trust by or for the society; and
c: inspect and make records of any such registers, records, accounts, books, or papers; and
d: for the purpose of making records thereof, take possession of and remove from the premises where they are kept, for such period of time as is reasonable in the circumstances, any such registers, records, accounts, books, or papers.
2: Nothing in subsection (1) limits or affects the Tax Administration Act 1994 Data and Statistics Act 2022
3: Subsection (1) shall apply also in relation to any registers, records, accounts, books, or papers of a person carrying on the business of banking so far as they relate to the society's affairs.
4: A person who has made an inspection under subsection (1) shall give, divulge, or communicate any records or information that that person has acquired in the course of the inspection to such of the following persons as may require such records or information, namely:
a: the Registrar:
b: a
5: A person who has made an inspection under subsection (1) shall, upon being directed to do so by a person for the time being holding the office of Registrar or Deputy Registrar, give, divulge, or communicate any records or information that that person has acquired in the course of the inspection to such of the following persons as that Registrar or Deputy Registrar specifies, namely:
a: the Minister:
b: the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act:
c: any person authorised by that Registrar or Deputy Registrar to receive such records or information.
6: The Minister or the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act may, by written notice to that person, require a person for the time being holding the office of Registrar or Deputy Registrar to give a direction under subsection (5); and that person shall comply with any such requirement.
7: If any society refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any document that the Registrar or authorised person has under that subsection required it to produce, the society commits an offence and shall be liable on conviction
8: If any officer of a society or other person refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any document within the power or control of that officer or person that the Registrar or authorised person has under that subsection required that officer or person to produce, that officer or person commits an offence and shall be liable on conviction
9: Any person who wilfully obstructs or hinders the Registrar, or any person authorised by the Registrar for the purposes of subsection (1), while the Registrar or authorised person is making an inspection, or a record, or taking possession of, or removing any documents pursuant to that subsection, commits an offence and shall be liable on conviction
10: Nothing in this section limits or affects legal professional privilege. Section 122A inserted 1 September 1987 section 29 Building Societies Amendment Act 1987 Section 122A(2) amended 1 September 2022 section 107(1) Data and Statistics Act 2022 Section 122A(2) amended 1 April 1995 Income Tax Act 1994 Section 122A(4)﻿(b) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 122A(5)﻿(b) replaced 1 October 1995 section 10(3) Department of Justice (Restructuring) Act 1995 Section 122A(6) replaced 1 October 1995 section 10(3) Department of Justice (Restructuring) Act 1995 Section 122A(7) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 122A(8) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 122A(9) amended 1 July 2013 section 413 Criminal Procedure Act 2011
122B: Registrar may refuse to disclose information relating to inspection
1: Notwithstanding anything in the Official Information Act 1982 subsections (4) and (5) of section 122A
2: Notwithstanding anything in the Official Information Act 1982 subsection (4)﻿(a) or (b) or subsection (5)﻿(a) or (b) of section 122A Section 122B inserted 1 September 1987 section 29 Building Societies Amendment Act 1987
122C: Appeals from decisions under section 122B
1: Any person who is aggrieved by the refusal of any person to disclose any information under section 122B
2: On hearing the appeal, the court may confirm the refusal, or give such directions or make such determination in the matter as the court thinks fit. Section 122C inserted 1 September 1987 section 29 Building Societies Amendment Act 1987
122D: Power of
FMA
1: The FMA FMA
2: The FMA FMA
3: If the society or the company, as the case may be, fails to supply the certificate within 1 month after the date of the notice, or within such further time as the FMA FMA's FMA
4: If a society or the company, as the case may be, fails to comply with a further notice under subsection (3) FMA
a: in the case of a society, apply to have the society put into liquidation under the Companies Act 1993
b: in the case of a company, apply to have the company put into liquidation under the Companies Act 1993 Section 122D inserted 1 September 1987 section 29 Building Societies Amendment Act 1987 Section 122D heading amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 122D(1) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 122D(2) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 122D(3) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 122D(4) replaced 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 122D(4) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 122D(4)﻿(b) replaced 5 December 2013 section 14 Companies Amendment Act 2013
123: Inspections and special meetings
1: On the application of the requisite number of members of a society, or, where no such application has been made but the FMA FMA
a: appoint an inspector to inquire into and report on the society's affairs; or
b: call a special meeting of the society; or
c: either on the same or on different occasions, both appoint such an inspector and call such a meeting.
2: For the purposes of subsection (1), the requisite number of members is—
a: 100 in the case of a society that has more than 1 000 members; and
b: one-tenth of the whole number of members in the case of any other society.
3: Where such an application is made by the requisite number of members, the following provisions shall apply:
a: the application shall be supported by such evidence as the FMA
b: such notice of the application shall be given to the society by the applicants or 1 or more of them as the FMA
c: the FMA
d: all expenses of and incidental to the inspection or meeting shall be defrayed by the applicants, or out of the funds of the society, or by the members or officers or former members or officers of the society, in such proportions as the FMA
4: Before exercising its powers under subsection (1) in a case where no application is made, the FMA must—
a: give to the society not less than 14 days' notice in writing of the action the FMA proposes to take, specifying briefly the grounds on which the FMA proposes to take it; and
b: consider any representations with respect to the proposed action that may be made to the FMA by the society within the period of the notice or any further period that the FMA may allow, and, if the society so requests, give it an opportunity of being heard by the FMA within that period or further period.
5: An inspector appointed under this section may require the production of all or any of the books, accounts, securities, and documents of the society, and may examine on oath any of its officers, members, agents, and servants, and may administer an oath accordingly.
6: Despite anything in the rules of a society, if a special meeting is called under this section,—
a: the FMA may direct at what time and place the meeting is to be held, and what matters are to be discussed and determined at the meeting, and may give any other directions as it thinks fit with respect to the calling, holding, and conduct of the meeting:
b: the FMA may appoint a person to be chairperson at the meeting; and if the FMA does not do so the meeting may appoint its own chairperson:
c: the meeting has all the powers of a meeting called according to the society's rules.
6A: Nothing in this section limits any power that the FMA has under the Financial Markets Authority Act 2011
7: If a society fails to allow an inspector appointed under this section to do anything that he or she is authorised to do thereunder, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Building Societies Act 1962 s 110 (UK) Section 123(1) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(3)﻿(a) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(3)﻿(b) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(3)﻿(c) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(3)﻿(d) amended 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(4) replaced 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(6) replaced 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 123(6A) inserted 1 May 2011 section 82 Financial Markets Authority Act 2011
124: Compulsory cancellation or suspension of registration
1: Subject to the provisions of this section, the Registrar
a: that a certificate of incorporation has been obtained for the society by fraud or mistake; or
b: that the society exists for an illegal purpose; or
c: that the society has,
d: that the society has ceased to exist.
2: Any cancellation or suspension of registration under this section shall be effected in writing signed by the Registrar.
3: Where the registration of a society is suspended under this section, the period of suspension shall in the first instance be a period not exceeding 3 months, but may
4: Before cancelling or suspending the registration of a society under this section, the Registrar shall give to the society not less than 2 months' notice in writing, specifying briefly the grounds of the proposed cancellation or suspension.
5: The Registrar shall consider any representations with respect to the proposed cancellation or suspension that may be made to him or her by the society within the said period of 2 months or such further period as he or she may allow, and, if the society so requests, shall afford to it an opportunity of being heard by him or her within such period or further period as aforesaid.
6: The Registrar shall give public notice of any cancellation or suspension, or any extension of a suspension, under this section and must register the cancellation, suspension, or extension of a suspension
7: Where under this section the registration of a society is cancelled, or is suspended for a period exceeding 6 months, the society may appeal to the High Court Building Societies Act 1962 s 113 (UK) Section 124(1) amended 13 January 2020 section 4(1) Regulatory Systems (Economic Development) Amendment Act 2019 Section 124(1)﻿(c) amended 13 January 2020 section 4(2) Regulatory Systems (Economic Development) Amendment Act 2019 Section 124(3) amended 13 January 2020 section 4(3) Regulatory Systems (Economic Development) Amendment Act 2019 Section 124(6) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 124(7) amended 1 April 1980 section 12 Judicature Amendment Act 1979
125: Cancellation of registration at request of society
Without prejudice to section 124 Building Societies Act 1962 s 114 (UK)
126: Effect of cancellation or suspension of registration
1: Subject to the provisions of this section and to the right of appeal under section 124 section 125
2: This section shall have effect in relation to a society without prejudice to any liability actually incurred by it; and any such liability may be enforced against it as if the cancellation or suspension had not taken place. Building Societies Act 1962 s 115 (UK)
127: Provisions as to shares held jointly
1: This section shall have effect where shares in a society are held by 2 or more persons jointly; and in this section seniority of joint holders shall be determined by the order in which the names stand in the register of members and the expression first named joint holder
2: The joint holders of any shares shall be entitled to choose the order in which they are named in the society's books.
3: Subject to subsection (4), except where the society's rules otherwise provide, any notice or other document may be given or sent by the society to the joint holders by being given or sent to the first named joint holder.
4: Nothing in subsection (3) shall prevent any of the joint holders from exercising the right under this Act of a member of a society to obtain from it on demand a copy of the statement of financial position
5: Except where the society's rules otherwise provide, the vote of the senior who tenders a vote at a meeting of the society whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.
6: For the purposes of section 115
7: The first named joint holder, but none of the other joint holders, shall have the right to join in making an application under section 123
8: In the register to be maintained under section 74 Section 127 replaced 1 September 1987 section 30 Building Societies Amendment Act 1987 Section 127(4) amended 1 October 1997 section 6(1) Financial Reporting Amendment Act 1997
128: Land acquired by exercise of powers as mortgagee to be sold
Section 128 repealed 1 September 1987 section 31 Building Societies Amendment Act 1987
129: Evidence of
rules
1:
2:
3: Any printed document purporting to be a copy of the rules of a society, and certified by the secretary or other officer of the society to be a true copy of its rules as registered, shall be received in evidence and shall, in the absence of any evidence to the contrary, be deemed to be a true copy of the rules. 1908 No 18 s 22 Building Societies Act 1962 s 121 (UK) Section 129 heading amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 129(1) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 129(2) repealed 20 September 2007 section 7 Building Societies Amendment Act 2007
130: Form in which records may be kept
1: Any register, record, or accounting record
2: Where any such register, record, or accounting record
3: Where default is made in complying with subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act. Building Societies Act 1962 s 122 (UK) Section 130(1) amended 1 April 2014 section 14 Financial Reporting (Amendments to Other Enactments) Act 2013 Section 130(2) amended 1 April 2014 section 14 Financial Reporting (Amendments to Other Enactments) Act 2013
131: Exemptions from stamp duties
Section 131 repealed 1 October 1968 Stamp Duties Amendment Act 1968
132: Offences in relation to property of societies
1: Every person commits an offence who—
a: by false representation or imposition obtains possession of any money, securities, books, papers, or other effects of a society; or
b: having any of the same in his or her possession, withholds or misapplies them, or wilfully applies any part of them to purposes other than those authorised by the society's rules or by this Act.
2: Every person who commits an offence against this section shall be liable on conviction $1,000
3: The court by which any person is convicted of an offence against this section may order him or her to deliver up or repay to the society any money, securities, books, papers, or other effects in respect of which he or she is so convicted.
4: Proceedings in respect of an offence against this section may not be commenced 1908 No 18 s 32 Building Societies Act 1962 s 111 (UK) Section 132(2) amended 1 July 2013 section 413 Criminal Procedure Act 2011 Section 132(4) amended 1 July 2013 section 413 Criminal Procedure Act 2011
133: False statements in documents
1: If any person wilfully makes, or orders or allows to be made, any false statement in any document to which this section applies, or by erasure, omission, or otherwise wilfully falsifies any such document, he or she commits an offence and shall be liable on conviction $1,000
2: This section applies—
a: to any document sent to the Registrar under or pursuant to this Act; and
b: to any document consisting of a statement issued by a society pursuant to subsection (1) of section 34 1908 No 18 s 49(1)﻿(c) Building Societies Act 1962 s 112 (UK) Section 133(1) amended 1 July 2013 section 413 Criminal Procedure Act 2011
134: Summary jurisdiction in respect of indictable offences
Section 134 repealed 1 July 2013 section 413 Criminal Procedure Act 2011
135: Time for filing charging document
1: Despite anything to the contrary in section 25
a: a charging document may be filed at any time in respect of an offence against section 29(5) 132(2) 133(1)
b: the limitation period in respect of any other offence against this Act ends on the date that is 2 years after the date on which evidence, sufficient in the opinion of the Registrar to justify a prosecution for the offence, comes to the Registrar's knowledge.
2: Nothing in subsection (1)﻿(b) authorises the filing of a charging document in respect of an offence at a time more than 3 years after the date on which the offence was committed.
3: Subsection (1) is subject to subsection (2). Section 135 replaced 1 July 2013 section 413 Criminal Procedure Act 2011
136: General penalty for offences
Every society or person who commits an offence against this Act, or against any regulations made under this Act, for which no penalty is provided elsewhere than in this section is liable on conviction $1,000 Section 136 amended 1 July 2013 section 413 Criminal Procedure Act 2011
136A: Jurisdiction of District Court
The District Court has jurisdiction in relation to—
a: the settlement of disputes between any building society and its members where the amount involved does not exceed $350,000:
b: the recovery of money and enforcement of claims by or against any building society not exceeding in amount or value the sum of $350,000:
c: all other matters arising under this Act not exceeding in amount or value the sum of $350,000. 1947 No 16 s 33 Section 136A inserted 1 March 2017 section 4 Building Societies Amendment Act 2016
137: Regulations
1: The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following purposes:
a: prescribing the forms of, and the particulars to be included in, applications, notices, certificates, returns, reports, or other documents made or issued under or for the purposes of this Act (and those regulations may require the inclusion in, or attachment to, forms of specified information or documents and forms to be signed by specified persons), and prescribing requirements, not inconsistent with this Act, with which those documents must comply
aa:
ab: prescribing the manner in which any financial statements required under section 92
ac: requiring financial statements required under section 92
b: prescribing the procedure to be followed in respect of applications to and proceedings before the Registrar:
c: prescribing fees to be paid to the Registrar in respect of the registration of rules, alterations in rules, and other documents and matters under this Act, the issue of certificates and other documents, search or inspection of the register,
ca: regulating bonus ballots and bonus balloting shares:
d: prescribing the procedure for the institution, hearing, and determination of appeals under this Act:
e: providing for the keeping of records by the Registrar for the purposes of this Act:
f: providing the procedure for the giving or service of notices and documents under this Act:
g: providing for such matters as are contemplated by or necessary for giving full effect to the provisions of this Act and for the due administration thereof.
2: The Registrar may refuse to perform a function or exercise a power until the prescribed fee is paid.
3: Any fee payable to the Registrar is recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.
4: Regulations under this section are secondary legislation ( see Part 3 1908 No 18 s 51 Building Societies Act 1962 s 123 (UK) 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 137(1)﻿(a) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 137(1)﻿(aa) repealed 1 April 2014 section 15(1) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 137(1)﻿(ab) inserted 1 September 1987 section 32 Building Societies Amendment Act 1987 Section 137(1)﻿(ac) replaced 1 April 2014 section 15(2) Financial Reporting (Amendments to Other Enactments) Act 2013 Section 137(1)﻿(c) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 137(1)﻿(ca) inserted 22 December 1980 section 19 Building Societies Amendment Act 1980 Section 137(2) inserted 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 137(3) inserted 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 137(4) inserted 28 October 2021 section 3 Secondary Legislation Act 2021
137A: Validation of fees used to recover costs of other Companies Office registers, etc
1: This section applies to a fee—
a: that—
i: is or was payable or purportedly payable on or before 30 June 2022 under any of the Acts listed in subsection (4) or any regulations made under any of those Acts; and
ii: was (or is or will be) used in whole or in part to recover the costs or a share of the costs of the Registrar in operating 1 or more registers under this Act or in exercising or performing any other powers, functions, and duties of the Registrar under this Act or any regulations made under this Act; or
b: that—
i: is or was payable or purportedly payable on or before 30 June 2022 under this Act or any regulations made under this Act; and
ii: was (or is or will be) used in whole or in part to recover the costs or a share of the costs of 1 or more registers operated under any of the Acts listed in subsection (5) or in exercising or performing the powers, functions, and duties of a Registrar under any of those Acts or any regulations made under any of those Acts.
2: The fee is and always has been validly imposed.
3: Money received by the Registrar of any register maintained by the Companies Office in payment of the fee—
a: is and always has been lawfully collected and applied; and
b: may continue to be applied on and after 1 July 2022 to recover costs referred to in subsection (1)﻿(a)﻿(ii) and (b)﻿(ii).
4: The Acts are—
a: the Auditor Regulation Act 2011
b: the Companies Act 1993
c: the Financial Markets Conduct Act 2013
d: the Financial Reporting Act 1993
e: the Financial Service Providers (Registration and Dispute Resolution) Act 2008
f: the Friendly Societies and Credit Unions Act 1982
g: the Incorporated Societies Act 1908
h: the Insolvency Practitioners Regulation Act 2019
i: the Limited Partnerships Act 2008
j: the Personal Property Securities Act 1999
k: the Retirement Villages Act 2003
l: the Securities Act 1978
5: The Acts are—
a: the Auditor Regulation Act 2011
b: the Charitable Trusts Act 1957
c: the Companies Act 1993
d: the Financial Markets Conduct Act 2013
e: the Financial Reporting Act 1993
f: the Financial Reporting Act 2013
g: the Financial Service Providers (Registration and Dispute Resolution) Act 2008
h: the Friendly Societies and Credit Unions Act 1982
i: the Incorporated Societies Act 1908
j: the Incorporated Societies Act 2022
k: the Industrial and Provident Societies Act 1908
l: the Insolvency Practitioners Regulation Act 2019
m: the Limited Partnerships Act 2008
n: the New Zealand Business Number Act 2016
o: the Personal Property Securities Act 1999
p: the Retirement Villages Act 2003
q: the Securities Act 1978
6: In this section,— Companies Office
a: the former Department of Justice:
b: the former Ministry of Commerce:
c: the former Ministry of Economic Development:
d: the Ministry of Business, Innovation, and Employment fee
a: includes any penalty or overdue fee imposed, or interest charged, in respect of an unpaid or overdue fee; and
b: in relation to the Insolvency Practitioners Regulation Act 2019 section 81 Section 137A inserted 25 May 2022 section 7 Companies Office Registers Funding Validation Act 2022
138: Filing of rules of existing societies with District Registrars of Companies
1: It shall be the duty of the Registrar, as soon as practicable after the date of the commencement of this Act, to send a copy of the rules of every society existing at that date to the District Registrar of Companies whose office is nearest to the registered office of the society, or to such other District Registrar of Companies as may be approved for the purpose after consultation with the society.
2: For the purposes of this section the Registrar may require any such society to send to him or her not more than 2 copies of its rules.
3: If any such society fails to comply with any such requirement the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.
139: Repeals, consequential amendments, and savings
1: The enactments specified in Schedule 6
2: Amendment(s) incorporated in the Act(s)
3: Amendment(s) incorporated in the Act(s)
4: Amendment(s) incorporated in the Act(s)
5: Every reference in any enactment or document to the Registrar of Building Societies under the Building Societies Act 1908
6: Every reference in any enactment or document to the Deputy Registrar of Building Societies under the Building Societies Act 1908 a Deputy Registrar of Building Societies under this Act
7: For the purposes and without limiting the operation of the Acts Interpretation Act 1924 Building Societies Act 1908
8:
9: Building Societies Act 1962 s 132(2) (UK) Section 139(6) amended 20 September 2007 section 7 Building Societies Amendment Act 2007 Section 139(8) repealed 1 September 1987 section 33 Building Societies Amendment Act 1987 Section 139(9) repealed 1 September 1987 section 33 Building Societies Amendment Act 1987