New Zealand Legislation: Acts
Acts are laws made by Parliament
(1) No allotment of a security offered to the public for subscription shall be made unless at the time of the subscription for the security there was a registered prospectus relating to the security.
(1A) No allotment of a security that is offered in a simplified disclosure prospectus may be made—
(a) by a person who is subject to a prohibition order while that order is in force; or
(b) in contravention of section 44AD(1).
(1B) No allotment of a security offered to the public for subscription may be made in contravention of section 43D(1), 43I(4), or 43K(5)(b).
(2) No allotment shall be made of an equity security or a participatory security or a unit in a unit trust offered to the public for subscription unless the amount stated in the registered prospectus relating thereto as the minimum amount which, in the opinion of the directors of the issuer, must be raised by the issue of the securities in order to provide for the matters specified in regulations made under this Act, is subscribed, and that amount is paid to, and received by, the issuer within 4 months after the date of the registered prospectus; and, for the purposes of this subsection—
(a) a sum shall be deemed to have been paid to, and received by, the issuer if a cheque for that sum is received in good faith by the issuer and the directors of the issuer have no reason to suspect that the cheque will not be paid:
(b) the amount so stated in the registered prospectus shall be reckoned exclusively of any amount payable otherwise than in cash.
(2A) Subsection (2) does not apply if there is no minimum amount which, in the opinion of the directors of the issuer, must be raised by the issue of the securities in order to provide for the matters specified in regulations made under this Act.
(3) An allotment of a participatory security offered to the public for subscription must not be made unless, at the time of allotment, a written statement from the subscriber authorising the subscription for that particular security has been received by—
(a) the statutory supervisor; or
(b) a person appointed by the statutory supervisor to receive, on the statutory supervisor's behalf, that written statement or written statements of that class.
(4) Any allotment made in contravention of the provisions of this section shall be invalid and of no effect.
(5) Where subscriptions for securities are received by or on behalf of an issuer, but, by virtue of this section, the securities may not be allotted, or for any reason the securities are not allotted, the issuer shall ensure that—
(a) [Repealed]
(b) the subscriptions, together with such interest (if any) as has been earned thereon, are repaid to the subscribers as soon as reasonably practicable.
(6) If any subscriptions to which this section applies are not so repaid within 2 months after the date on which the subscriptions were received by or on behalf of the issuer (or, in any case to which subsection (2) applies, within 5 months after the date of the registered prospectus), the issuer and all the directors thereof shall be jointly and severally liable to repay the subscriptions, together with interest at a rate prescribed from time to time by regulations made under this Act from the date on which the subscriptions were received by or on behalf of the issuer:
provided that a director shall not be so liable if he or she proves that the default in the repayment of the subscriptions was not due to any misconduct or negligence on his or her part.
(7) [Repealed]
Section 37: substituted, on 1 September 1983, by section 15 of the Securities Amendment Act 1982 (1982 No 147).
Section 37(1A): inserted, on 28 July 2009, by section 9 of the Securities (Disclosure) Amendment Act 2009 (2009 No 23).
Section 37(1B): inserted, on 1 May 2011, by section 14 of the Securities Amendment Act 2011 (2011 No 6).
Section 37(2): amended, on 15 April 2004, by section 11(1) of the Securities Amendment Act 2004 (2004 No 31).
Section 37(2): amended, on 1 October 1997, by section 14(1) of the Securities Amendment Act 1996 (1996 No 100).
Section 37(2A): inserted, on 15 April 2004, by section 11(2) of the Securities Amendment Act 2004 (2004 No 31).
Section 37(3): substituted, on 15 April 2004, by section 11(3) of the Securities Amendment Act 2004 (2004 No 31).
Section 37(5)(a): repealed, on 15 April 2004, by section 11(4) of the Securities Amendment Act 2004 (2004 No 31).
Section 37(6): amended, on 1 October 1997, by section 3 of the Securities Amendment Act 1997 (1997 No 16).
Section 37(6) proviso: amended, on 3 May 2001, by section 5(c) of the Securities Amendment Act 2001 (2001 No 25).
Section 37(6) proviso: amended, on 3 May 2001, by section 5(d) of the Securities Amendment Act 2001 (2001 No 25).
Section 37(7): repealed, on 1 January 2011, by section 58 of the Limitation Act 2010 (2010 No 110).
