In this Act, unless the context otherwise requires,—

For the purposes of Part 7A, conversion date means the date shown on the certificate of incorporation of a society as a company under the Companies Act 1993 issued pursuant to section 113D.

For the purposes of any enactment in this Act which provides that an officer of a society who is in default shall be liable on conviction to imprisonment or to a fine, the expression officer who is in default means any officer of the society who knowingly and wilfully authorises or permits the default, refusal, or contravention mentioned in the enactment.

Any reference in this Act to contravention of any provision of this Act, or of any regulations or directions thereunder, shall include a reference to failure to comply with that provision.

The transitional, savings, and related provisions set out in Schedule 1AA have effect according to their terms.

For the purposes of this Act, there shall from time to time be appointed under the Public Service Act 2020 a Registrar of Building Societies.

There may also be 1 or more Deputy Registrars of Building Societies appointed under the Public Service Act 2020.

A Deputy Registrar has and may exercise the powers, duties, and functions of the Registrar under this Act (subject to the control of the Registrar).

The fact that a Deputy Registrar exercises those powers, duties, or functions is conclusive evidence of the authority to do so.

Subject to any restrictions or prohibitions contained in the rules of a society, the functions of every building society registered under this Act shall be—

No society registered under this Act shall be required to carry on all of the functions referred to in subsection (1) if the society carries on 1 or more of those functions.

Subject to any restrictions or prohibitions contained in the rules of a society, a society shall have all such powers, rights, and authorities as are conferred on it by this Act and all such other powers not inconsistent with this Act as may be reasonably necessary to enable it to carry on its functions.

Any power, right, or authority that a society has pursuant to this Act may be exercised—

Nothing done by a society and no conveyance or transfer of any property to or by a society shall be invalid, void, or unenforceable by reason only of the fact that the society was without capacity or power to do it, or to execute, or give, or take such conveyance or transfer.

Nothing in subsection (1) shall apply:

In any proceedings to which subsection (2)(a)(i) applies to prevent the doing of any act, or the conveyance or transfer of any property by or to the society pursuant to any contract to which the society is a party, the court may, on the application of any party to the contract (including the society), in addition to making any order restraining or preventing the society from performing the contract, make an order granting such relief as the court thinks just in respect of any loss or damage which may be sustained as a result of the society being prevented from performing the contract.

Nothing in subsection (3) shall authorise the granting of relief in respect of the loss of anticipated or future profits.

Every proceeding to which subsection (2)(a) or subsection (2)(b) applies shall, notwithstanding anything to the contrary in the rules of the society or in sections 108 to 113, be heard and determined by the court and not by arbitration.

No person is affected by or is deemed to have notice or knowledge of the rules of a society or any other documents or the contents thereof by reason only that the rules or other documents are—

A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that—

unless that person knows or by reason of that person’s position with or relationship to the society ought to know of the matter referred to in paragraphs (a), (b), (c), (d), (e), or (f), as the case may be.

A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that a document has not been properly sealed by the society if—

unless that person knows or by reason of that person’s position with or relationship to the society ought to know that—

Section 9E applies notwithstanding the fact that a person referred to in any of the provisions of paragraphs (b) to (f) of subsection (1) or paragraph (c) of subsection (2) of that section—

unless the person dealing with the society or with the person who has acquired any property, rights, or interests from the society has actual knowledge of the fraud or forgery.

A building society established under this Act may be either a permanent society or a terminating society.

A permanent society is a society that is not a terminating society.

A terminating society is a society—

No society shall, on or after 1 April 1981, issue or re-issue any shares in groups which are to terminate at the end of given periods or on the attainment of specified results.

Notwithstanding subsection (1), no terminating society shall be first registered under this Act on or after 1 April 1981.

A society may from time to time raise funds by the issue of shares of 1 or more denominations, either as shares paid up in full or as shares to be paid by periodical or other subscriptions, and with or without accumulating interest.

The society may repay any funds so raised when they are no longer required for the purposes of the society:

Any 20 or more persons may establish a society under this Act by—

The Registrar may refer the rules sent to the Registrar under section 13 to the Solicitor-General to ensure they comply with the requirements of this Act relating to rules of building societies.

If the Solicitor-General considers that the rules do not comply with those requirements, he or she may notify the society of the ways in which they do not comply.

If the Registrar is satisfied that the rules comply with those requirements, the Registrar must—

From the date of incorporation mentioned in such certificate of incorporation as aforesaid, the society shall become a body corporate, by the name contained in the rules so registered, having perpetual succession and a common seal.

The common seal of the society shall bear the registered name of the society.

If the Registrar refuses to register the rules, the society may submit the rules to a Judge of the High Court, together with a statement in writing of the reasons assigned by the Registrar for his or her refusal, whereupon the Judge may, if he or she thinks fit, direct the Registrar to register the rules.

The rules of every society shall set out—

The rules of every society shall also provide for the calling and holding of meetings, and in particular for—

In the case of a society incorporated after the commencement of this Act, the rules shall also include provision authorising the issue of paid up shares in accordance with subsection (1) of section 29.

The rules of any society may describe in a schedule thereto the forms of mortgage, transfer, agreement, bond, security for deposit or loan, or other instrument necessary for carrying its purposes into execution.

No society may in its rules provide, in respect of any shares issued by it on or after 1 April 1981, a right to a loan or other investment by tender, auction, or ballot except by way of a bonus ballot.

The rules of every society shall be deemed to authorise the society to issue any shares not inconsistent with the provisions of this Act:

Notwithstanding anything to the contrary in a society’s rules, no society shall, on or after 1 April 1981, issue shares on terms which give the society any right—

The foregoing provisions of this section shall have effect without prejudice to the provisions of this Act relating to rules that are void as therein mentioned.

The rules of a society shall be binding on every member and officer of the society, and on all persons claiming on account of any member or under the rules; and all such members, officers, and persons shall be deemed to have full notice of the rules.

No lender or other person dealing with a society shall be concerned to see or inquire whether any restriction on the power of a society to borrow money imposed by the rules of a society is observed.

Any society may alter its rules by special resolution.

The society must send notice of the alteration, signed by a director and the secretary of the society, to the Registrar for registration within 14 days after the passing of the special resolution.

The Registrar may refer the alteration to the Solicitor-General to ensure it complies with this Act.

If the Solicitor-General considers that the alteration does not comply with this Act, he or she may notify the society of the ways in which it does not comply.

If the Registrar is satisfied that the alteration complies with this Act, the Registrar must register the alteration.

The alteration takes effect on registration.

If the Registrar refuses to register the alteration, the society shall have the same right of appeal to a Judge of the High Court as it would have against a refusal to register rules, and the provisions of section 16 shall apply accordingly.

Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.

If any society fails to comply with subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

On the request of any person, a society shall supply to that person a complete printed copy of its rules with a copy of the society’s certificate of incorporation annexed to it.

The society shall be entitled to charge a sum not exceeding 50 cents for every such copy of its rules.

If any society fails to comply with the requirements of subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100.

No society shall hereafter be registered under this Act in a name that—

No society shall be registered under this Act in a name that in the opinion of the Registrar is undesirable.

Except as provided in subsection (1), nothing in this section shall limit or affect the provisions of any enactment, other than this Act, relating to restrictions on the use of any name.

If any society fails to comply with any requirements of this Act in relation to the name of the society or to a change of name of the society, the society and every officer of the society in default commits an offence against this Act.

A society shall not use any name or title other than its registered name:

If any society contravenes the provisions of subsection (1), the society, and every director of the society who is a party to the contravention, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20 and, if the offence is a continuing one, to a further fine not exceeding $20 for every day during which the offence has continued.

Subject to the provisions of this Act, a society may change its name by special resolution.

If, through inadvertence or otherwise, a society at its first registration under this Act or on its registration in a new name is registered in a name which is in contravention of section 21, or of any enactment, other than this Act, relating to restrictions on the use of any name, the society shall, within a period of 6 weeks from the date of its being required by the Registrar to do so, or within such further period as he or she may allow, change its name by resolution to a name that is not in contravention as aforesaid.

The society shall give notice in writing of any such change to the Registrar for registration within 14 days after the passing of the special resolution or resolution, as the case may be.

On receipt of the notice the Registrar shall, unless in his or her opinion the new name is undesirable, register the new name.

Any such change of name shall not affect the rights and obligations of the society or of any of its members or of any other person concerned.

If a society fails to send to the Registrar a notice of any change of name within the time prescribed or allowed by this section the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

The rules of a society may allow a person to become a member without holding a share in the society.

Such of the rules as relate to the making of loans or other investments to members need not be expressed in terms that treat a member to whom a loan or other investment is made as being, by reason of the making of the loan or other investment, the holder of a share in the society.

Any person under the age of 20 years may, if the rules do not otherwise provide, be admitted as a member of a building society, and can give all necessary receipts; but while he or she is under the age of 18 years he or she cannot vote or hold any office in the society.

Two or more persons may jointly hold shares in any society.

The provisions of section 127 apply to any shares so held.

The liability of a member of a society in respect of any share on which no loan or other investment has been made shall be limited to the amount actually paid or in arrear on the share.

The liability of a member in respect of any share on which a loan or other investment has been made shall be limited to the amount payable thereon under any mortgage or other security or under the rules of the society.

The liability of a member to whom a loan or other investment is made under rules made in accordance with section 24 shall not be greater than it would be if the rules treated him or her as being, by reason of the making of the loan or other investment, the holder of a share in the society.

No society, and no persons representing themselves to be a society, shall commence business without first obtaining a certificate of incorporation under this Act.

Every society or person who acts in contravention of this section commits an offence and is liable on conviction to a fine not exceeding $10 for every day during which business has been carried on without a certificate of incorporation having been obtained.

Proceedings for an offence against this section must be commenced by the FMA.

A society incorporated after the commencement of this Act shall not commence any business or borrow any money unless there has been produced to the Registrar evidence satisfying him or her that all those members who signed a copy of the rules for sending to the Registrar under section 13—

and that the Registrar has issued to the society his or her certificate that the requisite evidence has been so produced.

If at the end of the period of 2 months beginning with the date on which the society became a body corporate the requisite evidence has not been produced to the Registrar under subsection (1), the Registrar may if he or she thinks fit cancel the registration of the society, and the society shall cease to enjoy the privileges of a society under this Act.

Notice of the cancellation of registration of a society under subsection (2) shall be published by the Registrar in the Gazette, and in such other ways as appear to him or her to be expedient for informing the public, and the Registrar must register the cancellation.

The provisions of Schedule 2 shall have effect in respect of shares issued in conformity with subsection (1), for the purpose of ensuring that the conditions attaching to the shares are observed until the end of the period of 5 years beginning with the date on which the Registrar issued his or her certificate to the society under that subsection.

If any society commences business or borrows any money in contravention of this section, the society shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000; and every officer of the society who is in default shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding 2 years or to a fine not exceeding $1,000, or to both.

Subject to this section and to any regulations made under section 137, a society may, from time to time, issue shares (to be called bonus balloting shares) to any persons who may subscribe for them.

All subscriptions on bonus balloting shares, and such other money as may be prescribed, shall form a separate fund in each society that issues them.

A proportion of the annual earnings of the bonus balloting shares fund shall, from time to time, be distributed as prizes to holders of the shares pursuant to a bonus ballot.

For the purposes of subsection (3), the proportion of annual earnings to be distributed as prizes shall not, in any financial year, exceed—

whichever is the less.

All prizes under this section shall be paid in cash.

Notwithstanding subsection (5), it shall not be unlawful for a society, at the request of a prizewinner and instead of a cash prize, to advance money to that prizewinner, on the security of a mortgage of land, on such terms and conditions as may be agreed and as will yield to the prizewinner benefits approximately equivalent in value to the cash prize.

The provisions of this section shall apply notwithstanding anything to the contrary in the Gambling Act 2003.

Two or more building societies may unite and become 1 society, with or without a dissolution or division of the funds of any 1 or more of those societies, if the terms of the union are approved by a special resolution of each of the societies.

Notice of every union of societies shall be sent to the Registrar for registration.

If any society fails to send notice to the Registrar under subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

Subject to the provisions of this section, a society may, by special resolution, transfer all or part of its engagements to another society which undertakes to fulfil those engagements.

A society may, by resolution of a general meeting of the society or of the board of directors of the society, undertake to fulfil all or part of the engagements of another society.

It shall be the duty of a society transferring all or part of its engagements under this section to send notice of the transfer to the Registrar for registration.

A transfer of engagements between societies under this section shall not have effect unless notice of the transfer has been registered.

If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

A society (in this section referred to as the relevant society) desiring to unite with 1 or more other societies, or to transfer all or part of its engagements to another society, shall send to each member referred to in subsection (2) a statement setting out—

A statement under subsection (1) shall be sent to every member qualified to vote on the special resolution to approve the union, or to effect the transfer of engagements, as the case may be, together with the notice of meeting required to be sent to each such member.

If the Registrar receives a notice of a union or transfer under section 32 or 33 and is satisfied that those sections and this section have been complied with, the Registrar must register the notice.

The registration by the Registrar of notice of the union or transfer shall operate, by virtue of this subsection and without further assurance, as an effectual transfer and assignment, as at the date of the registration, to the united society or, as the case may be, to the society to which the engagements are transferred, of the funds, property, and assets of the relevant society, or, as the case may be, of such part of those funds, property, and assets as are provided for by the resolution to approve the union or to effect the transfer, as the case may be.

Where by virtue of subsection (4) any land or interest in land becomes vested in the united society or, as the case may require, the society to which the engagements are transferred, the Registrar-General of Land, on the request of the said society and on payment of the appropriate fee, and on being satisfied, by statutory declaration or otherwise, of the title of the said society, shall make such entries in the register and generally do such things as may be necessary to give effect to that subsection.

The union or transfer of engagements shall not affect the rights of any creditor of the relevant society.

A failure to comply with any of the provisions of subsections (1) and (2) shall not invalidate the union or transfer of engagements; but if the relevant society fails to comply with any of those provisions the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

A society may, with the approval of a resolution of a general meeting of the society or of the board of directors of the society, sell or otherwise dispose of any part of the business undertaking of the society to such person or persons and upon such terms and conditions as the society in general meeting or the board of directors thinks fit.

Nothing in subsection (1) authorises a society to sell or dispose of any part of the business undertaking of the society if that sale or disposition would result in the society uniting with any other society or transferring any of the society’s engagements.

Without limiting the generality of section 9A or section 9B, but subject to any restriction contained in the rules of the society, a society may invest any money belonging to it or acquired in the course of its business—

Without limiting the generality of section 9A or section 9B, but subject to any restriction contained in the rules of the society, a society may borrow money on such terms and conditions as the society thinks fit.

A society may secure the payment of money and the performance of any other obligation of the society in such manner as the society thinks fit.

Without limiting section 56B, any society which is for the time being designated under section 56F, or deemed to be so designated, as a society with which trustees may invest trust funds by way of deposit, may, with the approval of the Governor-General by Order in Council, accept deposits from its members in home ownership accounts or farm ownership accounts (any such society being referred to in this section as an approved society).

Home ownership accounts or farm ownership accounts may be operated by an approved society upon such terms and conditions as may be specified in regulations made under this Act.

It shall not be lawful for any society, other than an approved society, to accept or hold itself out as willing to accept deposits in home ownership accounts or farm ownership accounts.

If any society contravenes any provision of this section that is applicable to it, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

An order under this section is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

A receipt or acknowledgment given to a society by a person under the age of 20 years, in respect of the payment to that person of any sum due in respect of the principal of or interest on sums lent by that person to the society, shall not be invalid on the ground that that person is under the age of 20 years.

For the purposes of section 83 of the Property Law Act 2007, and without affecting section 9 of that Act, a memorandum of discharge of a mortgage to a society shall be deemed to be duly executed if it is under the society’s seal and countersigned by the manager or secretary of the society.

Every society shall, as from the date of its incorporation, have a registered office in New Zealand to which all communications and notices may be addressed.

Subject to the provisions of this Act, the registered office of a society shall be that specified in its rules.

Where the chief office of any society incorporated before the date of the commencement of this Act and in existence on that date is not the office as specified in its rules, the society shall notify the Registrar, within 1 month after that date, of the situation of its chief office, and that office shall, until notice of any change is given to the Registrar, be the registered office of the society for the purposes of this Act. On receipt of the notification, the Registrar shall forthwith notify the appropriate District Registrar of Companies of the situation of that office.

If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

A society must send notice of a change to its registered office to the Registrar for registration within 14 days after the date of the change.

It shall not be necessary to alter the rules of a society by reason only that its registered office is changed.

If a society fails to give notice to the Registrar in accordance with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

Every society shall keep a register of the names and addresses of its members.

Subject to subsection (3), the register shall be kept at the society’s registered office.

With the consent in writing of the FMA, the register, or parts of it, may be kept at 1 or more of the offices of the society other than its registered office.

If a society contravenes any of the provisions of this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

The register of members kept pursuant to section 74 shall during business hours (subject to such reasonable restrictions as the society may impose, so that not less than 2 hours in each day shall be allowed for inspection) be open without charge to the inspection of any member or any person nominated by the member on the member’s behalf.

The right to inspect the register conferred by subsection (1) shall be deemed to include the right to take or require a copy of the register, or of any part thereof, on payment in advance of 20 cents, or such less sum as the society may prescribe, for every 100 words or fractional part thereof required to be copied. The society shall cause any copy so required by any member to be sent to that member within a period of 10 days commencing on the day next after the day on which the payment is received by the society.

If any inspection required under this section is refused, or if any copy required under this section is not sent within the proper period, the court may by order compel an immediate inspection of the register or direct that the copies required shall be sent to the member requiring them.

Subject to the provisions of this section, every society shall in the first 4 months of every financial year hold a meeting as its annual general meeting, in addition to any other meetings held in that year.

The annual general meeting shall be described as such in the notices calling it.

A society need not hold an annual general meeting in the financial year in which it is incorporated.

If in any financial year default is made in holding an annual general meeting in accordance with this section, the FMA may—

If default is made in holding an annual general meeting in accordance with subsections (1) and (2), or in complying with any directions of the FMA under subsection (4), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

Any provision in a society’s rules shall be void so far as it provides for the calling of a meeting of the society, other than an adjourned meeting, by a shorter notice than 14 clear days’ notice in writing.

Except so far as the rules of a society make other provision in that behalf (not being a provision made void by subsection (1)), a meeting of a society, other than an adjourned meeting, may be called by not less than 14 clear days’ notice in writing.

Where notice is given in accordance with subsection (2), the notice shall be taken for the purposes of this Act or any other Act to have been duly given according to the society’s rules.

Notice of a meeting of a society shall not be sent to its members more than 56 days before the date of the meeting.

Written notice of any meeting of a society which specifies the intention to propose a resolution as a special resolution at the meeting shall be sent to every member qualified to vote on a special resolution at the meeting.

Subject to subsection (1), written notice of any meeting of a society shall be sent to every member of the society:

For the purposes of paragraph (a) of the proviso to subsection (2), the relevant time—

An accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice of the meeting shall not invalidate the proceedings at that meeting.

Any member of a society entitled to attend and vote at a meeting of the society shall be entitled to appoint another person, whether a member or not, as his or her proxy to attend and, subject to subsection (2), to vote instead of him.

Unless the society’s rules otherwise provide, a proxy shall not be entitled to vote except on a poll.

In every notice calling a meeting of a society there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, 1 or more proxies, to attend and vote instead of him, and that a proxy need not also be a member.

If default is made in complying with subsection (3) in respect of any meeting, every officer of the society who is in default shall be guilty of an offence against this Act.

Any provision in a society’s rules shall be void so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the society or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.

If for the purpose of any meeting of a society invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the society’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be guilty of an offence against this Act:

This section shall apply to meetings of any class of members of a society as it applies to general meetings of the society.

Any provision in a society’s rules shall be void so far as it would have the effect either—

The instrument appointing a proxy to vote at a meeting of a society shall be taken also to confer authority to demand or join in demanding a poll; and for the purposes of subsection (1) a demand by a person as proxy of a member shall be the same as a demand by the member.

A resolution of a society shall be a special resolution when it has been passed by not less than three-fourths of the number of the members of the society qualified to vote on a special resolution, and voting, in person or by proxy, on a poll on the resolution, at a meeting of the society of which notice specifying the intention to move the resolution as a special resolution has been duly given.

The members qualified to vote on a special resolution at a meeting of the society shall be all the members aged 18 years or more who were also members at the end of the last financial year before the date of the meeting, except that, if the society’s rules so provide, members who at the end of that financial year did not, or at the date of the meeting do not, hold shares in the society to a value of $200 or more shall not be qualified to vote.

For the purposes of this section—

Notwithstanding anything in a society’s rules, the business that may be dealt with at the annual general meeting, or at any other meeting, shall include any resolution to be passed as a special resolution.

In any rules made by a society after the commencement of this Act, the expression special resolution, unless the context otherwise requires, means a special resolution as defined in this section.

If a member of a society gives notice in writing to the society of his or her intention to move a special resolution at a meeting of the society, the society shall include in the notice of the meeting a notice specifying the intention to move that resolution as a special resolution.

If the member does not specify the meeting at which he or she intends to move the resolution, or if he or she specifies a meeting that will be held 56 days or less after the date of the receipt by the society of the member’s notice, the society shall act on the footing that he or she intends to move the resolution at the first meeting held more than 56 days after that date.

If a society fails to comply with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

In this section, the expression special resolution means a resolution that will not be effective unless it is passed as a special resolution.

Every society shall have at least 2 directors.

Subject to the provisions of this section, every director of a society who is in any way, directly or indirectly, interested in a contract or proposed contract with the society shall declare the nature of his or her interest to the board of directors in accordance with this section.

In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the directors at which the question of entering into the contract is taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she becomes interested in the proposed contract.

Where the director becomes interested in a contract with the society after it is made, such declaration shall be made at the first meeting of the directors held after he or she becomes interested in the contract.

For the purposes of this section, a general notice given by a director, at a meeting of the directors, to the effect that he or she is a member of a specified company or firm, and is to be regarded as interested in any contract that may thereafter be made with that company or firm, shall be a sufficient declaration of interest in relation to any such contract.

A declaration or notice under this section need not be made or given by the director in person at the meeting, if the director takes reasonable steps to ensure that it is brought up and read at the meeting.

A director who fails to comply with the provisions of this section commits an offence against this Act.

Nothing in this section shall prejudice the operation of any rule of law restricting directors of a society from having any interest in contracts with the society.

No director, manager, secretary, or other officer of a society shall, in addition to that person’s remuneration as an officer of the society, accept from any other person any commission for or in connection with—

If any director or other officer contravenes any of the foregoing provisions of this section—

If any person pays to any director or other officer any commission to which this section applies, that person commits an offence and shall be liable on conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $100, or to both.

In this section, commission includes any gift, bonus, or benefit.

If a person becomes, or ceases to be, a director or the manager or secretary of a society, the society must give notice of the change to the Registrar for registration within 1 month after the change.

The notice must state the full name and address of the person and details of the office that he or she has taken or relinquished.

If a society fails to comply with this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

Every society shall establish and maintain a system to ensure the safe custody of all mortgage instruments, deeds, and documents of title belonging to or held by the society.

A society shall not be taken to have established a proper system under this section unless, under the system, on each occasion on which any such instrument, deed, or document of title is released from such safe custody, the consent is obtained of the board of directors or of a person authorised by the board to give such consent.

If a director of a society—

he commits an offence and shall be liable on conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $400, or to both.

It shall be a defence to a charge of an offence against paragraph (a) of subsection (3) to prove that the person charged had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the requirements of this section were complied with and was in a position to discharge that duty.

Every society must comply with subpart 2 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to accounting records).

Every society must comply with subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to the preparation, audit, and lodgement of financial statements).

The directors of every society must ensure that the financial statements of the society are laid before the society at the annual general meeting.

Every society must ensure that, within 3 months after the end of the first half of the financial year, financial statements that comply with generally accepted accounting practice are—

The financial statements referred to in subsection (1) must be—

The directors must prepare for submission at the annual general meeting a report on the state of the affairs of the society.

The directors’ report must be attached to the financial statements laid before that meeting.

The directors of every society must ensure that every copy of the financial statements of the society referred to in section 91 that is issued, circulated, or published has attached to it, or is accompanied by,—

The directors of every society must ensure that a copy of the financial statements to be laid before the society at the annual general meeting, a copy of the auditor’s report on those statements, and a copy of the directors’ report are, not less than 14 days before the date of the meeting,—

The directors of every society must ensure that a copy of the directors’ report is sent to the Registrar for registration within the time frame referred to in subsection (1).

Subsection (1)(b) is subject to the society’s rules and to any conditions or requirements that may be prescribed.

Every depositor in or member of a society is entitled, on demand and without charge, to be supplied with copies of the last financial statements and reports of the society that are required to be laid before that society at the annual general meeting.

The directors of the society must ensure that the depositor or member is sent copies of the financial statements and reports within 7 days after the demand is made.

However, this section does not apply if the depositor in or member of the society—

If any of sections 91(2), 92, 95, 96, and 97 are not complied with, every director of the society commits an offence and is liable on conviction to a fine not exceeding $10,000.

It is a defence to a director of a society charged with an offence under this section in respect of a requirement referred to in section 91(2), 92, 95, 96, or 97 if the director proves that—

Every society shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.

At any annual general meeting a retiring auditor, however appointed, shall be reappointed without any resolution being passed unless—

With respect to the first auditors of a society, the following provisions shall apply:

The directors may fill any casual vacancy in the office of auditor; but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

A resolution at a society’s annual general meeting—

shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is moved:

A society shall give to its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting, or, if that is not practicable, shall give them notice of the resolution, not less than 21 days before the meeting, either by advertisement in a newspaper having an appropriate circulation or in any other way allowed by the society’s rules.

On receipt by a society of notice given under subsection (1) of an intended resolution, the society shall forthwith send a copy of the notice to the retiring auditor (if any).

Subject to subsection (5), where such a notice is given, and the retiring auditor makes representations in writing to the society (not exceeding a reasonable length) with respect to the intended resolution, and requests that those representations be notified to members of the society, the society shall, unless the representations are received too late for it to do so,—

and if a copy of the representations is not so sent either because they were received too late or because of the society’s default, the auditor (without prejudice to his or her right to be heard orally) may require that they be read out at the meeting.

Copies of any such representations need not be sent out, and they need not be read out at the meeting, if, on the application either of the society or of any other person who claims to be aggrieved, the High Court or a Judge thereof is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court or Judge may order the society’s costs on any such application to be paid in whole or in part by the auditor, notwithstanding that he or she is not a party to the application.

Subsections (4) and (5) shall apply in relation to a resolution to remove the first auditors of a society, by virtue of subsection (4) of section 98, as they apply in relation to a resolution that a retiring auditor shall not be reappointed.

No person is qualified for appointment as auditor of a society unless he or she is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).

See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a society).

The auditors of a society shall make a report to the members on the financial statements laid before the society at the annual general meeting during their tenure of office.

An auditor must, in carrying out an audit for the purposes of subsection (1) or section 92, comply with all applicable auditing and assurance standards.

The auditor’s report must comply with the requirements of all applicable auditing and assurance standards.

The auditors of a society shall be entitled—

Every society shall, in the first 3 months of each financial year, send to the Registrar for registration a return relating to its affairs for the previous financial year:

The annual return shall contain such information and be in such form as may be prescribed.

The annual return must be signed by—

If a society fails to comply with any of the provisions of this section or of any regulations made for the purposes thereof, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

The auditors of a society shall make a report on the annual return, and that report shall be annexed to the annual return made to the Registrar.

Without limiting the power to make regulations under section 137, any such regulations may provide that the auditors of a society shall not be required, in their report on the annual return, to deal with such of the matters to be contained in the annual return as may be prescribed.

The auditors’ report on the annual return shall, without prejudice to any provision of this Act requiring any other information to be contained therein, contain statements as to the following matters:

This section applies to any provision for—

Subject to the provisions of this section, any provision to which this section applies, whether the provision is in a society’s rules or in any contract with a society or otherwise, shall be void.

In respect of anything done at any time before the expiry of a period of 6 months from the commencement of this Act, nothing in subsection (2) shall deprive any person of any exemption or right to be indemnified by virtue of any such provision, if that provision was in force at the commencement of this Act.

This section shall not prevent a society from indemnifying a person against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted.

Section 468 of the Companies Act 1955 (which empowers the court to grant relief in certain cases of negligence, default, breach of duty, or breach of trust) shall apply (as if that section were still in force) in relation to directors and other officers of a society as it applied in relation to officers of a company.

This section applies to any dispute between a society and a member thereof, or a representative of a member, in his or her capacity as a member, in respect of any matter except the construction or effect of—

Sections 109 to 112 shall have effect in respect of disputes to which this section applies, but, except so far as a society’s rules otherwise expressly provide, shall not have effect in respect of any other dispute.

Where the provisions of those sections have effect, and in accordance therewith a dispute is to be determined by arbitration, no court shall have jurisdiction to determine it except so far as those provisions confer jurisdiction in that behalf.

Nothing in those sections shall prevent a society or any member thereof, or any person claiming through or under a member, from obtaining in the ordinary course of law any remedy in respect of any mortgage or in respect of any other contract, other than the society’s rules, to which he or she or the society would otherwise be entitled by law.

Any reference in a society’s rules to disputes shall, except so far as the rules otherwise expressly provide, be construed as referring, and as referring only, to disputes to which this section applies.

This section shall have effect where a society’s rules direct that disputes shall be referred to arbitration.

Every such reference to arbitration shall be—

No such arbitrator or umpire shall be beneficially interested, whether directly or indirectly, in the funds of the society.

The Registrar shall not be eligible for appointment under this section as a sole arbitrator, or as one of 2 arbitrators or as an umpire.

For the purposes of any such arbitration, this section shall be deemed to be a submission within the meaning of the Arbitration Act 1908, and the provisions of that Act, so far as they are applicable, shall apply accordingly.

The court may hear and determine a dispute in any case where—

Subject to section 113, every determination of a dispute by arbitrators, or by the court, shall be final and conclusive and binding on all parties, and shall not be subject to appeal; and no proceedings on or determination of a dispute, whether referred to arbitrators, or the court, shall be removed into or restrained by injunction granted by any court.

At the request of either party to the dispute, the arbitrators, or the District Court Judge where the District Court is hearing the dispute, may state a case for the opinion of the High Court on any question of law.

Clause 4 of Schedule 2 of the Arbitration Act 1996 shall not apply to any dispute that is so referred.

A society may, by special resolution, approve a scheme for conversion of the society into a company having limited liability under the Companies Act 1993.

Every scheme shall—

A society that has passed a special resolution approving a scheme for the conversion of the society into a company pursuant to this section shall, within 14 days after the date on which the resolution was passed, file a notice, stating that such a resolution has been passed, and specifying the terms thereof, with the Registrar.

Before a special resolution is passed pursuant to subsection (1) a notice complying with the provisions of subsection (5) shall be sent to every member qualified to vote on the special resolution together with the notice of meeting required by section 78 to be sent to each such member.

Every notice required for the purposes of subsection (4) shall—

No scheme for conversion including a statement purporting to be made by an expert, and no document relating to a scheme for conversion including a statement purporting to be made by an expert, shall be sent to, or made available for inspection by, any person for the purposes of this section, unless—

For the purposes of subsection (6), expert means any person who holds himself or herself out to be of a profession or calling that gives authority to a statement made by him or her; and includes an accountant or valuer; but does not include a person acting in his or her capacity as an auditor or as a director or officer of a society.

An application for the cancellation of the approval, by special resolution passed under section 113A, of a scheme for conversion of a society into a company may be made to the High Court—

An application under subsection (1) shall be made within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

An application under subsection (1) may be made on behalf of 1 or more of the persons entitled to make the application by such 1 or more of their number as may be appointed in writing for the purpose.

A copy of every application made under subsection (1) shall be filed with the Registrar within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

On an application under subsection (1), the court may—

In exercising its powers under subsection (5), the court—

Except by special leave of the court by whom the judgment or order appealed from was made, or by special leave of the Court of Appeal, no appeal from any judgment or order made under subsection (5) shall be brought after the expiration of 30 days from the time the decision of the court is given.

A copy of a special resolution passed by a society pursuant to section 113A to approve a scheme for the conversion of the society into a company shall not be delivered to the Registrar for registration pursuant to this section before the expiration of the latest of the following:

A copy of the special resolution together with a copy of the scheme for conversion shall, if an application under section 113B has not been made to the court, be delivered to the Registrar by the society within 14 days after the expiration of the period of 21 days referred to in subsection (1)(a).

If an application has been made to the court under section 113B, a copy of the special resolution, together with a sealed copy of the order of the court confirming the approval of the scheme for conversion, and a copy of the scheme for conversion, shall be delivered to the Registrar by the later of the following:

The Registrar, on being satisfied that the requirements of section 113A have been complied with, shall retain and register the documents delivered in accordance with subsection (2) or subsection (3), as the case may be, and shall certify the registration, which shall be conclusive evidence that the requirements of this section and section 113A have been complied with.

If a society makes default in delivering to the Registrar any document required by this section to be delivered to the Registrar, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

As soon as reasonably practicable after the registration, pursuant to section 113C(4), of a copy of the special resolution approving the scheme for the conversion of the society into a company, the society shall deliver to the Registrar of Companies the following documents and fee:

The Registrar of Companies, on being satisfied that the documents delivered under subsection (1) are in accordance with that subsection, shall retain and register them and issue a certificate of incorporation for the company.

The certificate of incorporation shall be conclusive evidence that the requirements of this section have been complied with and that the society was, on the date shown in the certificate, duly registered as a company under the Companies Act 1993.

From the commencement of the date shown in the certificate of incorporation, the society shall cease to be incorporated under this Act and shall be a company incorporated under Part 2 of the Companies Act 1993 and that Act shall apply to it accordingly.

The Registrar shall forthwith publish notice of the registration of the society as a company pursuant to this section in the Gazette.

Upon the registration of a society as a company,—

Where any shares are, pursuant to subsection (6), deemed to have been issued to shareholders of the company, the company shall, as soon as practicable, deliver to the Registrar of Companies—

Notwithstanding anything contained in subsection (7)(a) of this section or section 87 of the Companies Act 1993, no company into which a society has become converted pursuant to this Part shall be required—

the description of any person who immediately before the conversion date was a member of the society if the register of members of the society did not contain a description of that person.

Where any society becomes converted into a company pursuant to this Part, the undertaking of the society shall, on the conversion date, vest in the company by virtue of this Act.

For the purposes of subsection (1), undertaking, in relation to any society, means the property, rights, and liabilities of that society.

Without limiting the generality of subsection (1), the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date:

Where a scheme for conversion approved under section 113A provides for the conversion or alteration of the rights or liabilities of any person that were subsisting immediately before the conversion date those rights and liabilities shall, notwithstanding section 113E, cease to be enforceable by, against, or in favour of the company on or after the conversion date except in accordance with that scheme.

Where a scheme for conversion approved under section 113A provides for any rights or liabilities to arise immediately after the conversion date those rights and liabilities shall be enforceable by, against, or in favour of the company on and after the conversion date.

No shares in the capital of a company into which a society has become converted pursuant to this Part that are issued in respect of shares held by a person as a member of the society shall require a contribution from that person to the assets of the company in the event of the company being put into liquidation that exceeds the amount undertaken to be contributed by that person in respect of that person’s shares in the capital of the society to the assets of the society in the event of the society being dissolved.

No shares shall be issued in the capital of a company into which a society has become converted pursuant to this Part that—

Nothing in subsection (1) prevents a company into which a society has become converted from issuing any shares that a company incorporated under the Companies Act 1993 is authorised or permitted to issue.

Subject to subsection (3), and notwithstanding anything to the contrary contained in any scheme for conversion in relation to a society, every person who, immediately before the conversion date, was a holder of 1 or more shares in a society which becomes converted into a company pursuant to this Part, being a share or shares that was or were to terminate at the end of a given period or on the attainment of a specified result, shall be issued with debt securities of the company into which the society becomes converted corresponding in value to, and, subject to subsection (2), carrying the same rights and liabilities as, the shares of that class held by that person in the capital of the society.

No debt securities issued pursuant to subsection (1) shall confer on the holder of those securities—

Subsection (1) shall not apply to any person—

Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—

Subject to subsection (2), where a scheme for conversion of any society that is to become converted into a company pursuant to this Part provides for the conversion into debt securities of any bonus balloting shares issued by the society, the terms and conditions of those debt securities shall not be substantially different from the terms and conditions of those bonus balloting shares.

Nothing in subsection (1) shall require the issue of any debt securities which confer on the holder of those securities—

Subsection (1) shall not apply to any person—

Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—

Notwithstanding any other provision of this Act, the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date—

The Gambling Act 2003 shall not apply to any ballot which is conducted at any time before the expiry of 3 years from the conversion date by a company into which a society has become converted pursuant to this Part for the purpose of determining the entitlement for prizes of any person who, immediately before the conversion date, was a holder of any bonus balloting share in the capital of the society and which is conducted in accordance with any regulations relating to bonus ballots made under this Act.

The Gambling Act 2003 shall not apply to any ballot which is conducted by a company into which a society has become converted pursuant to this Part for the purpose of determining the entitlement for loans of any person who, immediately before the conversion date, was a holder of any share in the society of a group that was to terminate at the end of a given period or on the attainment of specified results.

No company into which a society has become converted pursuant to this Part shall permit any person to open an account with the company to which a number is given that is drawn in any ballot conducted for the purpose of determining entitlements for prizes.

Where a society becomes converted into a company pursuant to this Part and that society was, immediately before the conversion date, a society approved by Order in Council made under section 56D, or deemed to be so approved, as a society that may accept deposits from its members in home ownership accounts or farm ownership accounts, the company into which the society has become converted shall be deemed to be an approved society that may accept deposits from its members or from any other person in home ownership accounts or farm ownership accounts, and the provisions of this Act and any regulations made under this Act relating to the approval of societies as societies that may accept deposits in home ownership or farm ownership accounts, and the operation of such accounts, shall apply to that company in all respects as if it were a society.