Securities Transfer Act 1991

1: Short Title
This Act may be cited as the Securities Transfer Act 1991.
2: Interpretation
In this Act, unless the context otherwise requires,— authorised public securities dealer Gazette authorised transaction
a: a person authorised to undertake trading activities on a stock exchange's market; or
b: a solicitor (as defined in section 6
c: a chartered accountant (within the meaning of section 19 New Zealand Institute of Chartered Accountants Act 1996
d: a trustee corporation (as defined in section 2
e: a registered bank (as defined in section 2
f: an authorised public securities dealer— acting in the ordinary course of business as such brokers transfer Schedule 2 company section 2 of the Companies Act 1955 section 2 company limited by guarantee section 13(2)(b) of the Companies Act 1955 debenture stock flat or office owning company section 121A Minister overseas company section 2 registered securities
a: shares, debenture stock, bonds, or notes, issued by a company; or
b: shares, debenture stock, bonds, or notes, that are issued by a body corporate (other than a company) and listed on a stock exchange's market
c: an interest in a unit trust (as defined in section 2(1)
d: a public security (as defined in section 2(1)
e: any debentures, stock, bonds, or other securities issued by—
i: a local authority within the meaning of the Local Government Act 2002
ii: any body that, immediately before the repeal of the Local Authorities Loans Act 1956 Part 6 of that Act section 2 of that Act
f: any other securities that are from time to time declared by the Governor-General, by Order in Council, to be securities for the purposes of this Act— that are transferable and registered securities transfer Schedule 1 share section 2(1) of the Companies Act 1955 stock exchange transaction person authorised to undertake trading activities on a stock exchange's market stock exchange's market registered exchange's securities market section 2(1) unlimited company
a: a company registered under the Companies Act 1955
b: a company registered under the Companies Act 1993 as the case may be. 1977 No 20 s 2 1977 No 65 s 160(1) 1987 No 155 s 2 Section 2 authorised transaction substituted 1 December 2002 section 30 Securities Markets Amendment Act 2002 Section 2 authorised transaction amended 1 August 2008 section 348 Lawyers and Conveyancers Act 2006 Section 2 authorised transaction substituted 1 October 1996 section 23 Institute of Chartered Accountants of New Zealand Act 1996 Section 2 authorised transaction amended 7 July 2010 section 10 New Zealand Institute of Chartered Accountants Amendment Act 2010 Section 2 company substituted 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 2 flat or office owning company substituted 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 2 Minister substituted 1 October 1995 section 10(3) Department of Justice (Restructuring) Act 1995 Section 2 overseas company substituted 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 2 securities amended 1 December 2002 section 30 Securities Markets Amendment Act 2002 Section 2 securities substituted 1 July 2003 section 262 Local Government Act 2002 Section 2 stock exchange repealed 1 December 2002 section 30 Securities Markets Amendment Act 2002 Section 2 stock exchange transaction amended 1 December 2002 section 30 Securities Markets Amendment Act 2002 Section 2 stock exchange's market inserted 1 December 2002 section 30 Securities Markets Amendment Act 2002 Section 2 stock exchange's market amended 24 November 2009 section 23(1) Securities Markets Amendment Act 2009 Section 2 unlimited company substituted 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994
3: Transfer of securities by securities transfer
Securities (as defined in section 2
a: both parts of the transfer are duly completed:
b: the transfer is executed, in New Zealand, by the transferor (whether or not it is also executed by the transferee). 1977 No 20 s 3
4: Transfer of securities by securities transfer and brokers transfer
Securities (as defined in section 2
a: a securities transfer that complies with all the following requirements:
i: Part 1 of the transfer is duly completed:
ii: the transfer is executed, in New Zealand, by the transferor (whether or not it is also executed by the transferee):
iii: the transfer specifies securities that include the securities sold;— together with—
b: a duly completed brokers transfer that specifies the securities sold. 1977 No 20 s 4
5: Attestation of securities transfer unnecessary
1: The execution of a securities transfer need not be attested.
2: Nothing in subsection (1) affects any enactment, rule of law, memorandum or articles of association, deed, or agreement, regulating the execution of documents by companies or other bodies corporate or by any particular company or body corporate. 1977 No 20 s 5
6: Securities and brokers transfers to be instruments of transfer for the purposes of other Acts, etc
1: For the purposes of any enactment, memorandum or articles of association, deed, or agreement, that relates to the transfer of securities or to instruments (or memoranda) of transfer of securities,—
a: a securities transfer to which section 3
b: a securities transfer to which section 4
2: For the purposes of section 89 of the Companies Act 1955 1977 No 20 s 6(1)
7: Transfer of securities by electronic means
1: The Governor-General may from time to time, on the advice of the Minister given in accordance with a recommendation of the Financial Markets Authority section 2
2: A system of transfer may be approved under this section by reference to the name of the system or any name by which it is commonly known.
3: Without limiting subsection (1), a system of transfer may be approved under this section whether or not it also involves the use of a procedure or part of a procedure for the transfer of securities that is authorised under this Act or otherwise.
4: Modifications of a minor technical nature may, from time to time, be made to a system of transfer approved by an Order in Council made under this section and, in any such case, the system incorporating those modifications shall be deemed to have been approved by the order.
5: Securities (as defined in section 2
6: The Financial Markets Authority ( FMA
a: the FMA has done everything reasonably possible to consult with the persons and organisations or their representatives that the FMA considers will be substantially affected by any Order in Council made in accordance with the recommendation, and those persons and organisations or their representatives have had the opportunity to comment to the FMA; and
b: the FMA has considered those comments.
7: A failure to comply with subsection (6) does not affect the validity of any Order in Council made under this section.
8: An Order in Council made under this section is a legislative instrument and a disallowable instrument for the purposes of the Legislation Act 2012 section 41 Section 7(1) amended 1 May 2011 section 84(1) Financial Markets Authority Act 2011 Section 7(6) substituted 1 May 2011 section 82 Financial Markets Authority Act 2011 Section 7(8) replaced 5 August 2013 section 77(3) Legislation Act 2012
8: Registration may not be refused on ground that securities have been transferred under this Act
1: Where securities have been transferred in accordance with section 3 section 4 section 7
2: Nothing in this section shall affect any right a person has to refuse to register a transfer of securities on any other ground. 1977 No 20 s 7
9: Effect of this Act on other Acts, etc
1: Except as provided in this section, sections 3 to 8 constitution
2:
3: Nothing in this Act shall in any way derogate from section 45G(3) of the Reserve Bank of New Zealand Act 1964 section 84
4: Nothing in this Act affects the validity of any means of transferring securities other than pursuant to this Act.
5: The following enactments shall be read subject to the provisions of this Act:
a: sections 35 39(1) 84
b: section 17
c: section 45I of the Reserve Bank of New Zealand Act 1964 section 84
6: Nothing in subsection (5) limits the generality of any other provision of this Act. 1977 No 20 s 8 1977 No 68 s 5(1) Section 9(1) amended 20 September 2007 section 4(1) Securities Transfer Amendment Act 2007 Section 9(2) repealed 20 September 2007 section 4(2) Securities Transfer Amendment Act 2007 Section 9(5) substituted 20 September 2007 section 4(3) Securities Transfer Amendment Act 2007
10: Power to alter forms
1: The Governor-General may from time to time, by Order in Council, alter, add to, or substitute a new form for, either of the forms set out in Schedules 1 2
2: Any reference in this Act to a form of a schedule shall be construed as a reference to that form with any alterations or additions made, or to any form substituted for that form, by any Order in Council for the time being in force under this section.
3: An Order in Council made under this section shall not apply in respect of—
a: any securities transfer that has been executed by the transferor; or
b: any brokers transfer that has been duly completed— before the Order in Council comes into force; and any such securities transfer or brokers transfer shall have effect as if the Order in Council had not been made. 1977 No 20 s 9
11: Repeals
The enactments specified in Schedule 3