New Zealand Legislation: Acts

51 Issuers to keep registers of securities

• (1) Every issuer of securities offered to the public shall keep in New Zealand—

  • (a) A register of all equity securities; and

  • (b) Where the issuer is a company, a register of all debentures, debenture stock, bonds, notes, certificates of deposit, and convertible notes; and

  • (c) A register of all participatory securities; and

  • (d) A register of all units in unit trusts; and

  • (e) A register of all interests in superannuation schemes; and

  • (f) A register of all life insurance policies—

  of which it is the issuer.

  (2) Every register kept for the purposes of this section shall contain, in respect of every security entered in it,—

  • (a) The name and address of the holder; and

  • (b) The date on which the security was allotted or transferred to the holder, as the case may be; and

  • (c) The nature of the security; and

  • (d) The amount of the security (if any); and

  • (e) The due date of the security (if any); and

  • (f) Such other particulars as are required to be entered in the register by regulations.

  (3) Nothing in paragraphs (a) and (b) of subsection (2) of this section applies to bearer securities.

  (4) No notice of any trust, expressed, implied, or constructive, shall be entered on a register kept under any of paragraphs (a) to (c), and (f) of subsection (1) of this section.

  (5) Every register kept under this section is prima facie evidence of the matters required by this Act to be entered in it.

  (6) Every issuer of securities offered to the public (other than securities that have been redeemed) shall ensure that every register kept by it under this section is audited at least once a year by a qualified auditor.

  (7) Nothing in subsection (6) of this section applies to a superannuation scheme if, by virtue of section 13(2) of the Superannuation Schemes Act 1989, the annual accounts of the scheme need not be audited.

  (8) If the auditor considers at any time that this section is not being complied with, the auditor shall forthwith advise the issuer and,—

  • (a) In the case of equity securities, the security holders at their next meeting:

  • (b) In the case of debt securities, the trustee:

  • (c) In the case of participatory securities, the statutory supervisor:

  • (d) In the case of units in a unit trust, the unit trustee.

  (9) Every issuer shall send a notice to the Registrar of the place where its registers are kept and of any change in that place.

  (10) Subsection (9) of this section does not apply to an issuer that is a company if the registers of the company are kept at its registered office.

  (11) Nothing in this section derogates from the Life Insurance Act 1908 or the Companies Act 1993.

  The original subsection (7) was amended, as from 1 July 1994, by section 2 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “or the Companies Act 1993”.

  Sections 51 to 53 were substituted, as from 1 October 1997, by section 24 Securities Amendment Act 1996 (1996 No 100). See section 2 of that Act for transitional provisions relating to its application.

  Subsection (11) was amended, as from 15 April 2004, by section 18 Securities Amendment Act 2004 (2004 No 31) by omitting the words “or the Companies Act 1955”.