General Finance Limited Act 1988

Reprint
as at 1 April 1995

Coat of Arms of New Zealand

General Finance Limited Act 1988

Private Act1988 No 2
Date of assent31 March 1988
Commencement31 March 1988
Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

An Act to provide for the transfer to General Finance Limited of the whole of the undertaking of certain subsidiaries of that company, and the dissolution of those subsidiaries

  • Preamble

    Whereas

    • A General Finance Limited is a company incorporated under the Companies Act 1955, having its registered office at 120–124 Featherston Street, Wellington, and carrying on business as a finance company:

    • B The companies specified in the Schedule (the subsidiary companies) are all wholly owned subsidiaries of General Finance Limited:

    • C It is considered desirable that General Finance Limited assume the undertakings and operations of the subsidiary companies by the transfer to it of all property, rights, and liabilities of the subsidiary companies and that the subsidiary companies be dissolved:

    • D Legislation is the only expedient means by which a transfer to General Finance Limited of the whole of the undertakings of the subsidiary companies can be effected efficiently and economically and without disruption to the conduct and continuity of the business of General Finance Limited, its clients, and the clients of its subsidiary companies:

    • E The objects of this Act cannot be efficiently and economically attained without the authority of Parliament.

1 Short Title

  • This Act may be cited as the General Finance Limited Act 1988.

2 Interpretation

  • In this Act, unless the context otherwise requires,—

    appointed time means the commencement of 1 April 1988

    the Company means General Finance Limited

    debenture trust deed means the debenture trust deed dated 10 September 1981 as modified by a deed of modification dated 26 September 1986, the parties to which are the Company, the Part 1 subsidiary companies, certain other subsidiaries of the Company (being subsidiaries to which this Act does not apply), and The Trustees Executors and Agency Company of New Zealand Limited

    land has the meaning assigned to it in section 2 of the Land Transfer Act 1952

    liabilities means liabilities, debts, charges, duties, and obligations of every description (whether present or future, actual or contingent, and whether payable or to be observed or performed in New Zealand or elsewhere)

    Part 1 subsidiary company means a subsidiary company specified in Part 1 of the Schedule

    property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal and, without limiting the generality of the foregoing, includes—

    • (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

    rights means all rights, powers, privileges, and immunities, whether actual, contingent, or prospective

    security means a mortgage, submortgage, charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, indemnity, defeasance, hypothecation, instrument by way of security, lien, pledge, or other security for the payment of money or for the discharge of any other obligation or liability; and in any case whether upon demand or otherwise, whether present or future, and whether actual or contingent; and includes an acknowledgement of debt (whether or not otherwise secured) and an agreement or undertaking to give or execute whether upon demand or otherwise any of the foregoing

    subsidiary company means any company specified in the Schedule

    undertaking, in relation to any subsidiary company, means the property, rights, and liabilities of the subsidiary company.

3 Act to bind the Crown and other persons

  • This Act shall bind the Crown and every person whose property, rights or liabilities are affected by any provision of this Act.

4 Transfer of undertakings of subsidiary companies

  • At the appointed time the undertaking of each of the subsidiary companies shall, by virtue of this Act, vest in the Company.

5 Consequential provisions on transfer of undertakings

  • Without limiting the generality of section 4, the following provisions shall have effect from the appointed time—

    • (a) a reference (whether express or implied) to any subsidiary company in any regulation, order, or notice made or given under any enactment, or in any instrument, register, record, notice, security, document, or communication made, given, passed, registered, or executed before or after the appointed time shall be read and construed as a reference to the Company:

    • (b) every contract, agreement, conveyance, deed, lease, licence, security, instrument, undertaking, and notice (whether or not in writing) entered into by, made with, given to or by, or addressed to any subsidiary company (whether alone or with any other person) before the appointed time and subsisting immediately before that time shall, to the extent that it was previously binding on and enforceable by, against, or in favour of the subsidiary company, be binding on and enforceable by, against, or in favour of the Company as fully and effectually in every respect as if, instead of the subsidiary company, the Company had been the person by whom it was entered into, with whom it was made, or to or by whom it was given or addressed, as the case may be:

    • (c) an instruction, order, direction, mandate, or authority given to or by any subsidiary company and subsisting immediately before the appointed time shall be deemed to have been given to or by the Company:

    • (d) a security held by any subsidiary company as security for a debt or other liability to the subsidiary company incurred before the appointed time 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 from the appointed time; and, in relation to any security, the Company shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which the subsidiary company would have been entitled or subject if this Act had not been passed:

    • (e) all the rights and liabilities of any subsidiary company 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 appointed time is drawn on, given to, or accepted or indorsed by any subsidiary company or is before or after the appointed time payable at the place of business of any subsidiary company shall, unless the context otherwise requires, have the same effect from that time as if it had been drawn on, given to, or accepted or indorsed by the Company instead of the subsidiary company or was payable at the place of business of the Company instead of the subsidiary company; except that nothing in this paragraph shall operate or be construed as a merger of the parties to any negotiable instrument:

    • (g) any action, arbitration, proceedings, or cause of action which immediately before the appointed time is pending or existing by, against, or in favour of any subsidiary company or to which a subsidiary company 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.

6 Certain matters not affected by transfer of undertakings to Company

  • Nothing effected or authorised by this Act—

    • (a) shall be regarded as placing any subsidiary company, the Company, or any other person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong; or

    • (b) 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

    • (c) shall be regarded as placing any subsidiary company, the Company, or any other person in breach of any enactment or rule of law or contractual provision prohibiting, restricting, or regulating the assignment or transfer of any property or the disclosure of any information; or

    • (d) shall release any surety wholly or in part from any obligation; or

    • (e) shall invalidate or discharge any contract or security.

7 Provisions relating to charges

  • (1) No subsidiary company shall create, or permit to remain registered, any charge over the property of the subsidiary company, other than a charge created by the debenture trust deed.

    (2) In the event that there is any charge registered over the property of any subsidiary company at the appointed time, other than a charge created by the debenture trust deed, the Company shall forthwith ensure that the charge is released (whether by meeting the liabilities of the charge or otherwise) and, until the Company does so, the property subject to the charge shall continue to be subject to the charge notwithstanding that the undertaking of the subsidiary company (including that property) has been vested in the Company and the subsidiary company has been dissolved.

    (3) The charge created by each Part 1 subsidiary company by virtue of the debenture trust deed is hereby deemed to be satisfied in respect of that subsidiary company upon the vesting of the undertaking of that subsidiary company in the Company, and the undertaking as so vested is hereby deemed to be subject to the charge created by the Company by virtue of that deed together with the assets of the Company as also charged under that deed.

8 Documents, etc, to remain evidence

  • (1) Any document, matter, or thing, which if this Act had not been passed would have been admissible in evidence in respect of any matter for or against any subsidiary company shall, from the appointed time, be admissible in evidence in respect of the same matter for or against the Company.

    (2) In this section, the term document has the same meaning as in section 2(1) of the Evidence Amendment Act (No 2) 1980.

9 Registers

  • (1) No Registrar of Deeds or District Land Registrar or any other person charged with the keeping of any books or registers shall be obliged solely by reason of this Act to change the name of any subsidiary company to that of the Company in those books or registers or in any document.

    (2) The presentation to any registrar or other person of any instrument, whether or not comprising an instrument of transfer by the Company,—

    • (a) executed or purporting to be executed by the Company; and

    • (b) relating to any property held by a subsidiary company immediately before the appointed time; and

    • (c) containing a recital that that property has become vested in the Company by virtue of this Act—

    shall, in the absence of proof to the contrary, be sufficient evidence that the property is vested in the Company.

    (3) Except as provided in this section, nothing in this Act shall derogate from the provisions of the Land Transfer Act 1952.

10 Taxes and duties

  • For the purposes of the Acts specified in the Schedule of the Tax Administration Act 1994 and any other enactment that imposes or provides for the collection of a tax, duty, levy, or other charge—

    • (a) each of the subsidiary companies and the Company shall be deemed to be the same person with effect at and from the appointed time; and

    • (b) in respect of the liability for and the assessment, determination, or imposition of taxes, duties, levies, or other charges accruing as from the appointed time under any such enactment, all transactions entered into by, and acts of, each subsidiary company before the appointed time 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 subsidiary company.

    Section 10: amended, on 1 April 1995 (applying with respect to the tax on income derived in 1995–96 and subsequent income years), by section YB 1 of the Income Tax Act 1994 (1994 No 164).

11 Dissolution of subsidiary companies

  • (1) The subsidiary companies are hereby deemed to be dissolved with effect from the appointed time with the same effects in all respects as if the subsidiary companies had been wound up in accordance with the Companies Act 1955 pursuant to a resolution for voluntary winding up; and as if the requirements of the Companies Act 1955 relating to such winding up and dissolution of the subsidiary companies had been complied with.

    (2) Notwithstanding the dissolution of the subsidiary companies by subsection (1), for the purposes of the Securities Regulations 1983 the Part 1 subsidiary companies shall be deemed to remain part of the group (within the meaning of that term in those regulations) of which the Company is the issuer.

12 Private Act

  • This Act is hereby declared to be a private Act.

Schedule

s 2

Part 1

Autokred Corporation Limited

General Finance Acceptance Limited

Industrial Advances Limited

New Zealand Credit Corporation Limited

Tasman Investments Limited

Part 2

DASL Investments Limited

General Bills Limited

General Finance (Wairarapa) Limited

Smartcard Funds Transfer Limited

Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)

Notes
1 General

  • This is a reprint of the General Finance Limited Act 1988. The reprint incorporates all the amendments to the Act as at 1 April 1995, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints

  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared

  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • •omission of unnecessary referential words (such as “of this section” and “of this Act”)

    • •typeface and type size (Times Roman, generally in 11.5 point)

    • •layout of provisions, including:

      • •indentation

      • •position of section headings (eg, the number and heading now appear above the section)

    • •format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)

    • •position of the date of assent (it now appears on the front page of each Act)

    • •punctuation (eg, colons are not used after definitions)

    • •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • •case and appearance of letters and words, including:

      • •format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • •small capital letters in section and subsection references are now capital letters

    • •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • •running heads (the information that appears at the top of each page)

    • •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)

  • Income Tax Act 1994 (1994 No 164): section YB 1