Securities Act 1978

  • repealed
  • Securities Act 1978: repealed, on 1 December 2014, by section 4(1)(a) of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Reprint as at 1 December 2014

Securities Act 1978

Public Act1978 No 103
Date of assent20 October 1978
Commencementsee section 1(2)
  • Securities Act 1978: repealed, on 1 December 2014, by section 4(1)(a) of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).


Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This Act is administered by the Ministry of Business, Innovation, and Employment.


Contents

Title

1 Short Title and commencement

2 Interpretation

2A Meaning of advertisement

2B Meaning of due enquiry

2C Meaning of qualified auditor

2D Meaning of security

3 Construction of references to offering securities to the public

3A Status of examples

4 Application of this Act

5 Exemptions from this Act

5A Exemption for employer superannuation schemes

5B Conditions of exemption for employer superannuation schemes

5C Definitions for the purposes of sections 5A to 5C

6 Previously allotted securities

6A Term implied in certain offers of previously allotted securities

7 Territorial scope of Part 2

7A Temporary exemption for superannuation schemes [Expired]

7B Terms and conditions of authorisation [Repealed]

8 Act to bind Crown

Part 1
Securities Commission

[Repealed]

9 Securities Commission [Repealed]

10 Functions of Commission [Repealed]

11 Membership of Commission [Repealed]

12 Appointment of member to exercise powers of chairperson [Repealed]

13 Term of office of members [Repealed]

14 Remuneration of members [Repealed]

14A Travelling allowances and expenses [Repealed]

14B Commission may act by divisions [Repealed]

14C Membership, chairperson, meetings, and resolutions of division [Repealed]

14D Powers of division [Repealed]

15 Meetings of Commission [Repealed]

15A Completion of proceedings where member unable to attend meeting [Repealed]

16 Assent to resolution without a meeting [Repealed]

17 General powers of Commission [Repealed]

17A Sharing of information with Takeovers Panel [Repealed]

17B Sharing of information with Commerce Commission [Repealed]

18 Powers of Commission to take evidence [Repealed]

18A Commission may take evidence for overseas commission or body [Repealed]

19 Provisions relating to certain proceedings before Commission [Repealed]

20 Employees of Commission [Repealed]

21 Employment of experts [Repealed]

22 Superannuation or retiring allowances [Repealed]

23 Application of certain Acts to members and staff of Commission [Repealed]

24 Members of Commission and staff deemed to be officials [Repealed]

25 Commission may state case for opinion of High Court [Repealed]

26 Appeals to High Court on questions of law only [Repealed]

27 Restrictions on delegation [Repealed]

28 Protection from liability for Commission and members, officers, and employees [Repealed]

28A Commission may publish reports [Repealed]

29 Evidence of resolution of Commission [Repealed]

30 Annual reports [Repealed]

31 Money to be appropriated by Parliament for purposes of this Act [Repealed]

31A Funds of Commission [Repealed]

31B Bank accounts [Repealed]

31C Auditor-General to be auditor of Commission [Repealed]

31CA Crown entity [Repealed]

31D Investment of money [Repealed]

31E Exemption from income tax [Repealed]

32 Offences [Repealed]

Part 2
Restrictions on offer and allotment of securities to the public

33 Restrictions on offer of securities to the public

34 Restrictions on distribution of prospectuses

35 Restrictions on door-to-door sales

36 Restrictions on advertising of otherwise exempt securities [Repealed]

36A Subscriptions must be held in trust

37 Void irregular allotments

Relief orders in respect of section 37

37AA Applications for relief orders in respect of section 37

37AB Effect of relief order in respect of section 37

Mandatory relief orders

37AC Court must make relief order in certain circumstances

37AD Consent for purposes of section 37AC(1)(c) or (d)

37AE Notice to subscriber for purposes of section 37AC(1)(e)

37AF How notice must be given

37AG Court may make order for compensation

Discretionary relief orders

37AH When court may make relief order in respect of section 37

Transitional provision for relief orders

37AI Transitional provision for relief orders in respect of section 37

Other orders in relation to section 37AH and section 37AI relief orders

37AJ Other orders that court may make in relation to relief orders under section 37AH or section 37AI

Service, rights to appear, and other proceedings

37AK Service and rights to appear and adduce evidence in respect of section 37

37AL Other proceedings for relief in respect of section 37

37A Voidable irregular allotments

Relief orders in respect of section 37A

37B Relief orders in respect of section 37A

Discretionary relief orders

37C When court may make relief order in respect of section 37A

Transitional provision for relief orders

37D Transitional provision for relief orders in respect of section 37A

Other orders

37E Other orders that court may make in relation to relief orders under section 37C or section 37D

Service, rights to appear, and other proceedings

37F Service and rights to appear and adduce evidence in respect of section 37C or section 37D

37G Other proceedings for relief in respect of section 37A

Advertisements

38 Meaning of authorised advertisement

38AA Meaning of authorised advertisement in relation to offers of debt securities by registered banks [Repealed]

38A Statement in advertisement by expert

38B Prohibition of advertisements

Investment statements

38C Meaning of investment statement

38D Purpose of investment statement

38E Form and content of investment statement

38F Suspension and prohibition of investment statement [Repealed]

Prospectuses

39 Form and content of prospectus

40 Statement in prospectus by expert

41 Requirements relating to prospectuses delivered to Registrar for registration

42 Registration of prospectus

43 Amendment of registered prospectus

43A Registrar not required to consider certain matters

43B Publication of registration

FMA's consideration of prospectuses, amendments, trust deeds, and deeds of participation

43C FMA's consideration of prospectuses, amendments, trust deeds, and deeds of participation

43D No allotments may be made and no applications or subscription money may be accepted during consideration period

43E FMA may remove restrictions if its consideration is complete or consideration or further consideration is unnecessary

43EA FMA may prescribe classes of continuous issue prospectuses to which section 43D(1) applies

FMA's powers to prohibit distribution of investment statements, prohibit allotments, or cancel registration of prospectuses

43F Prohibition of distribution of investment statement

43G FMA may prohibit allotment or cancel registration

43H Repayment of subscriptions

43I Order may be made on terms and conditions and may be varied or revoked

43J Notices and submissions concerning exercise of power under section 43F, 43G, or 43I(2) or (3)

43K FMA may make interim orders pending exercise of powers

43L FMA may revoke interim order

43M Nothing done or omitted to be done by Registrar or FMA guarantees or represents that prospectus complies with Act and regulations

Register of securities offers

[Repealed]

43N Register of securities offers [Repealed]

43O Purpose of register [Repealed]

43P Contents of register [Repealed]

43Q Duty to notify relevant matters and provide certain documents and information to Registrar [Repealed]

43R Amendments to register [Repealed]

43S Search of register [Repealed]

44 Suspension and cancellation of registration of registered prospectus [Repealed]

Delayed allotment orders and prohibition orders concerning simplified disclosure prospectuses

44A FMA may make delayed allotment orders

44AB Notices and submissions concerning delayed allotment orders

44AC Limited notice and submissions for urgent delayed allotment orders

44AD Effect of delayed allotment orders

44AE FMA may make prohibition orders

44AF Notices and submissions concerning prohibition orders

44AG Effect of prohibition orders

Contributory mortgages

44B FMA's powers in respect of contributory mortgages

44C Powers and duties of persons appointed to act as broker

44D Powers and duties of person appointed to act as director or secretary of nominee company

Trust deeds and deeds of participation

45 Contents of deeds

46 Registration of trust deeds and deeds of participation

47 Amendment of registered deed

47A Registrar not required to consider certain matters

Trustees and statutory supervisors

48 Removal of trustees and statutory supervisors

49 Trustees and statutory supervisors may apply to court for orders relating to securities

Duties of auditors

50 Duty of auditor to report to trustee or statutory supervisor

50A Duty of auditor to report to unit trustee

50B Duty of auditor to report to KiwiSaver trustee

50C Protection for auditors

Obligations of issuers

51 Issuers to keep registers of securities

52 Rights of inspection of registers of securities and to copies of registers and deeds

53 Issuers to keep proper accounting records

53A Place where accounting records to be kept

53B Accounting records to be in English

53C Period for which accounting records to be kept

53D Inspection of accounting records

53E Financial statements to be audited

53F Application of other Acts not affected

54 Issuers to issue certificates evidencing securities

54A Information to be sent periodically to security holders

54B Information to be disclosed by issuers on request

54C Documents, information, and other matters to be made publicly available

54D FMA may specify frameworks or methodologies

54E Consultation

54F FMA may vary or revoke notice

Liability of issuers, etc, and offences

55 Interpretation of provisions relating to advertisements, prospectuses, and registered prospectuses

Civil liability

55A Overview of civil liability

55B What are civil liability events

55C When court may make pecuniary penalty orders and declarations of civil liability

55D Purpose and effect of declarations of civil liability

55E What declarations of civil liability must state

55F Amount of pecuniary penalty

55G Compensation orders

56 Which persons are liable for misstatements

57 Which experts are liable for misstatements

57A Which persons are liable for breaches of contributory mortgage regulations

General provisions on civil liability remedies

57B Pecuniary penalty order and compensation order may be made for same conduct

57C Only 1 pecuniary penalty order may be made for same conduct

57D Standard of proof for civil remedies

57E Time limit for applying for civil remedies

Criminal liability

58 Criminal liability for misstatement in advertisement or registered prospectus

59 Criminal liability for offering, distributing, or allotting in contravention of this Act

59A Criminal liability for delivering prospectus or amendment for registration that does not comply with various requirements

60 Other offences

Management bans

60A When court may make management banning orders

60B Terms of management banning orders

60C Offence of contravening management banning order

60D Only 1 management banning order may be made for same conduct

60E Persons automatically banned from management

60F General provisions for bans and banning orders

Orders to preserve assets to satisfy claims

60G When court may prohibit payment or transfer of money, securities, or other property

60H What orders may be made

60I Interim orders

60J Relationship with other law

60K Offence

61 General prohibition on indemnities or insurance for directors, employees, and auditors of issuer

61A Permitted indemnities for certain costs of directors, employees, and auditors of issuers

61B Permitted insurance for certain liability of directors and employees of issuer

61C Interpretation for sections 61 to 61B

62 Liability of trustees and statutory supervisors

63 Power of court to grant relief in certain cases

63A No liability under Fair Trading Act 1986 if not liable under this Act

64 Time for filing charging document for certain offences

65 Saving of liability under general law

Other general provisions

65A Jurisdiction of courts in New Zealand

65B Court may order payment of FMA's costs

65C Orders to secure compliance

65D Giving notice of application for court orders

65E General provisions as to court's orders

65F No pecuniary penalty and fine for same conduct

65G Appeals against decisions of FMA on questions of law only

65H Power of Registrar to delegate

66 Registers to be kept by Registrar for purposes of this Act

Part 3
General investigation and enforcement powers

[Repealed]

Powers of inspection

[Repealed]

67 Power to inspect documents [Repealed]

67A Power to request or approve Registrar or authorised persons to inspect documents [Repealed]

68 Limits on exercise of power to inspect documents [Repealed]

68A Requirements for persons authorised to inspect documents [Repealed]

68B Disclosure of information from inspection [Repealed]

68C Powers not limited [Repealed]

68D Non-disclosure of information from inspection [Repealed]

68E No privilege against self-incrimination [Repealed]

68F Protection from liability for persons exercising powers of inspection [Repealed]

68G Rights of appeal [Repealed]

68H Time for appeal [Repealed]

68I Situation while appeal pending [Repealed]

68J Determination of appeal [Repealed]

68K Requirements where appeal allowed [Repealed]

69 Appeals against other decisions of Registrar [Repealed]

69A Appeals from decisions under section 67A [Repealed]

Commission's powers for receiving evidence

[Repealed]

69B Who may receive evidence [Repealed]

69BA Admissibility of evidence [Repealed]

69C How evidence may be given [Repealed]

69D Power to summon witnesses [Repealed]

69E Witnesses' expenses [Repealed]

Exercise of inspection and evidence powers for overseas regulators

[Repealed]

69F Power of Commission to act on requests of overseas regulators [Repealed]

69G Commission's consideration of requests [Repealed]

69H Conditions that may be imposed on providing information to overseas regulators [Repealed]

69I Undertakings to be obtained before providing certain information to overseas regulators [Repealed]

Commission's power to accept undertakings

[Repealed]

69J Commission may accept undertakings [Repealed]

69K Enforcement of undertakings [Repealed]

Proceedings before Commission

[Repealed]

69L Right to be heard and represented at proceedings before Commission [Repealed]

69M Power to hear proceedings in private [Repealed]

69N Power to make other confidentiality orders [Repealed]

69O Commission may state case for opinion of High Court [Repealed]

Appeals of Commission decisions

[Repealed]

69P Appeals to High Court on questions of law only [Repealed]

69Q Requirements for lodging appeal [Repealed]

69R Determination of appeal [Repealed]

Miscellaneous provisions

[Repealed]

69S Witnesses and counsel to have privileges of witnesses and counsel in court [Repealed]

69T No privilege against self-incrimination [Repealed]

69U Restrictions on use of self-incriminating statements obtained by summons [Repealed]

69V Limitation on disclosure of information obtained in Commission's operations [Repealed]

Part 4
Regulations and exemptions

70 Regulations and Orders in Council

70AAA Regulations relating to exemptions under section 5(1)

70AA Regulations may require compliance with generally accepted accounting practice and incorporate financial reporting standards by reference

70AAB Effect of amendments to, or replacement of, material incorporated by reference in regulations

70AAC Access to material incorporated by reference

70AAD Application of Legislation Act 2012 to material incorporated by reference

70AAE Application of Regulations (Disallowance) Act 1989 to material incorporated by reference [Repealed]

70AAF Application of Standards Act 1988 not affected

70A Fees and charges

70B FMA may grant exemptions

70C Status and publication of exemptions

70D Variation or revocation of exemptions

Part 5
Recognition and application regimes

Subpart 1Preliminary

71 Purpose of this Part

72 Definition of country in this Part

Subpart 2Exemption from Part 2 and regulations for New Zealand offers under recognition regime

73 Exemption from Part 2 and regulations for New Zealand offers under recognition regime

74 Power to exempt from Part 2 and regulations under recognition regime

75 Matters that must be stated in regulations implementing recognition regime

76 Offence for breach of regulations implementing recognition regime

Subpart 3Extension of Part 2 and regulations to overseas offers under application regime

77 Extension of Part 2 and regulations to overseas offers under application regime

78 Power to extend Part 2 and regulations under application regime

79 Matters that must be stated in regulations implementing application regime

Subpart 4Enforcement of overseas pecuniary penalties under application regime

80 Enforcement of overseas pecuniary penalties under application regime

81 Power to enforce overseas pecuniary penalties under application regime

82 Interpretation

83 Registration of judgment

84 Effect of registration

85 Enforceability of registered judgment

86 Stay may be granted

87 Costs

88 Interest

89 Rules of private international law not to apply

90 Other regulations for registration of judgments under application regime

Schedule 1
Acts to which section 67 applies

[Repealed]

Schedule 2
Qualifications

Reprint notes


An Act to consolidate and amend the law relating to the offering of securities to the public, and to extend the application thereof

  • Title: amended, on 1 May 2011, by section 4 of the Securities Amendment Act 2011 (2011 No 6).