Trustees Executors Limited Act 2002
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Version as at 28 October 2021
Trustees Executors Limited Act 2002
Private Act |
2002 No 2 |
|
Date of assent |
30 April 2002 |
|
Commencement |
see section 2 |
Act name: substituted, on 1 July 2006, by section 5(1) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Note
The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.
Note 4 at the end of this version provides a list of the amendments included in it.
Contents
Preamble
(1)
The Trustees, Executors, and Agency Company of New Zealand (Limited) (the Company) was incorporated under the Joint Stock Companies Act 1860 on 15 September 1882:
(2)
Since its incorporation the Company has carried on trustee company, trust, and agency business, including as a trustee company under the Trustee Companies Act 1967:
(3)
The Trustees, Executors, and Agency Company Act 1882 gave the Company various powers and imposed certain requirements, some of which are no longer appropriate:
(4)
The Company wishes to—
(a)
change its name to TOWER Trust Limited and provide for future changes of name; and
(b)
amend various of the powers and requirements given or imposed by the Trustees, Executors, and Agency Company Act 1882; and
(c)
be expressly authorised by legislation to transact with its present parent companies, and subsidiaries of its present parent companies, business in connection with any estate or trust property that the Company administers:
(5)
The objects of this Act cannot be achieved without the authority of Parliament:
(6)
Legislation is the only expedient means by which the name of the Company can be changed efficiently and economically without interference to the conduct and continuity of the Company, its clients, and other persons doing business with it, and the trusts under its administration.
1 Title
This Act is the Trustees Executors Limited Act 2002.
Section 1: amended, on 1 July 2006, by section 5(2) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Part 1 Preliminary
2 Commencement
This Act comes into force on the day after the date on which it receives the Royal assent.
3 Purpose
The purpose of this Act is to—
(a)
provide for a change of name, and for future changes of name, by the Trustees, Executors, and Agency Company of New Zealand (Limited); and
(b)
expressly authorise the Company to transact with its present parent companies, and subsidiaries of its present parent companies, business in connection with any estate or trust property that the Company administers; and
(c)
consolidate and amend the provisions of the Trustees, Executors, and Agency Company Act 1882 and its amendments.
4 Interpretation
(1)
In this Act, unless the context otherwise requires,—
Company means the company that—
(a)
before the commencement of this Act was called the Trustees, Executors, and Agency Company of New Zealand (Limited); and
(b)
on and after the commencement of this Act until 1 August 2003 was called TOWER Trust Limited; and
(c)
from 1 August 2003 is called Trustees Executors Limited (unless its name is changed under the Companies Act 1993)
court means the High Court, and includes a Judge of that court
document has the same meaning as in section 2(1) of the Companies Act 1993
fiduciary rights, obligations, and liabilities includes all rights, capacities, authorities, discretions, duties, obligations, and liabilities as executor, trustee, administrator, receiver, liquidator, committee, guardian, attorney, or agent, or as a fiduciary in any capacity
holding company has the same meaning as in section 5 of the Companies Act 1993 and, for the avoidance of doubt, includes a body corporate that is incorporated outside New Zealand
liabilities means liabilities, debts, charges, and duties of every description (whether present or future, actual or contingent, and whether payable or to be observed or performed in New Zealand or elsewhere)
property means property of every kind, whether tangible or intangible, real or personal, or corporeal or incorporeal; and, without limitation, includes—
(a)
choses in action and money; and
(b)
goodwill; and
(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
related company has the same meaning as in section 2(3) of the Companies Act 1993; but, for the purposes of this Act, the term company in that section includes a body corporate that is incorporated outside New Zealand
rights means all rights, powers, privileges, and immunities, whether actual, contingent, or prospective
subsidiary has the same meaning as in sections 5 to 8 of the Companies Act 1993 and, for the avoidance of doubt, includes a body corporate that is incorporated outside New Zealand
trust property means all property held as executor, trustee, administrator, receiver, liquidator, committee, guardian, attorney, or agent, or as a fiduciary in any capacity.
(2)
The Governor-General may, by Order in Council made on the recommendation of the Minister of Justice given after consultation with the Minister of Commerce, amend the Schedule to—
(a)
add the name of a body corporate that is a holding company of the Company:
(b)
amend a reference to a body corporate named in the Schedule in order to reflect a change in that body corporate’s name, provided that that body corporate continues to be a holding company of the Company:
(c)
omit the name of a body corporate that ceases to be a holding company of the Company.
(3)
An order under subsection (2) is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).
| Legislation Act 2019 requirements for secondary legislation made under this section | ||||
| Publication | PCO must publish it on the legislation website and notify it in the Gazette | LA19 s 69(1)(c) | ||
| Presentation | The Minister must present it to the House of Representatives | LA19 s 114, Sch 1 cl 32(1)(a) | ||
| Disallowance | It may be disallowed by the House of Representatives | LA19 ss 115, 116 | ||
| This note is not part of the Act. | ||||
Section 4(1) Company: substituted, on 1 July 2006, by section 6(1) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(1) holding company: inserted, on 1 July 2006, by section 6(2) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(1) parent company: repealed, on 1 July 2006, by section 6(3) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(1) related company: amended, on 1 July 2006, by section 6(4) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(1) subsidiary: amended, on 1 July 2006, by section 6(5) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(2): added, on 1 July 2006, by section 6(6) of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Section 4(3): inserted, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).
5 Act binds the Crown and other persons
This Act binds the Crown and every person whose rights, obligations, or liabilities are affected by any provision of this Act.
Part 2 Change of name
6 Change of name
(1)
The name of the Company is changed to TOWER Trust Limited on and from the commencement of this Act (unless its name is changed under the Companies Act 1993).
(2)
As soon as practicable after the commencement of this Act, the Registrar of Companies must—
(a)
enter the new name of the Company on the register kept under section 360(1)(a) of the Companies Act 1993; and
(b)
issue to the Company a certificate of incorporation for the Company recording the change of name.
(3)
Neither this Act nor the Trustee Companies Act 1967 prevents the name of the Company being changed in accordance with the Companies Act 1993.
7 Company continues under this Act
(1)
The company called TOWER Trust Limited is the same company as the company existing immediately before the commencement of this Act called the Trustees, Executors, and Agency Company of New Zealand (Limited).
(2)
Without limiting subsection (1),—
(a)
except as this Act expressly provides otherwise, the rights, obligations, and liabilities (including fiduciary rights, obligations, and liabilities) of the Company are not affected by the commencement of this Act; and
(b)
all property, and all trust property, belonging to or vested in the Company immediately before the commencement of this Act continues to belong to or be vested in the Company on and after the commencement of this Act; and
(c)
all actions, arbitrations, and other proceedings that are pending immediately before the commencement of this Act by or against the Company may be continued in the same manner by the Company on and after the commencement of this Act; and
(d)
every reference in any enactment, will, trust deed, instrument, register, record, notice, security, document, communication, or other place to the Trustees, Executors, and Agency Company of New Zealand (Limited), whether before, on, or after the commencement of this Act, must be read as a reference to the Company by whatever name called.
Part 3 Powers, obligations, and restrictions
8 Company may act as executor and obtain probate
If the Company is appointed as executor (whether alone or jointly) of the will of any person, the Company is entitled—
(a)
to be and act as executor of the will, whether alone or jointly; and
(b)
to apply for and obtain probate of the will; and
(c)
to perform and discharge all the acts and duties of an executor in the same way and to the same extent as an individual appointed as an executor.
9 Company’s liability to be same as individual
In acting as executor, trustee, administrator, receiver, liquidator, committee, guardian, attorney, or agent, or as a fiduciary in any capacity, the Company is, in addition to the liabilities and restrictions imposed by this Act and by the Trustee Companies Act 1967, subject to the same control and liability to removal as an individual appointed to act in the same capacity.
10 Court may order account
(1)
If a trustee, executor, legatee, administrator, beneficiary, next-of-kin, creditor, or other person entitled to or interested in an estate that is in the possession or under the control of the Company is unable, on applying to the Company, to obtain a sufficient account of the property and assets of the estate or of the disposal and expenditure of or out of the estate, that person may apply to the court for an account.
(2)
The Company must be served with a notice of the application.
(3)
If the court is satisfied that the Company has not provided a sufficient account to the applicant, the court may order the Company to provide the applicant with an account in any form that the court thinks fit.
(4)
The court may make any orders as to costs either against the Company or against the applicant, or as to payment of costs out of the estate, that the court thinks fit.
11 Court may order examination of documents
(1)
The court may, on application under section 10 (in addition to or in substitution for an order that an account be provided by the Company), make an order appointing a person named in the order to examine the documents of the Company that relate to the relevant estate.
(2)
If the court makes an order under subsection (1), the Company must—
(a)
deliver to the person named in the order a list of all documents held by the Company that relate to the estate to which the order relates; and
(b)
produce to that person, at all reasonable times when required by that person to do so, those documents; and
(c)
provide that person with all information and facilities necessary to enable that person to make the examination.
(3)
The court may make any orders as to costs either against the Company or against the applicant, or as to payment of costs out of the estate, that the court thinks fit.
12 Company must not be put into liquidation without approval of court
(1)
So long as any estate in respect of which the Company is executor, administrator, or trustee remains in whole or in part unadministered,—
(a)
the Company must not be put into liquidation under section 241(2)(a) or (b) of the Companies Act 1993 without the approval of the court; and
(b)
a parent company must not dispose of any shares it holds in the Company that are not fully paid up without the approval of the court.
(2)
A person interested in any estate of which the Company is executor, administrator, or trustee, or who may have a claim in respect of any such estate, may apply to the court for an order—
(a)
prohibiting the Company from being put into liquidation under section 241(2)(a) or (b) of the Companies Act 1993; or
(b)
restraining a parent company from disposing of any shares in the Company that are not fully paid up.
(3)
On an application under this section, the court may make any order that the court thinks fit.
(4)
In this section, parent company means a holding company of the Company.
Section 12(4): added, on 1 July 2006, by section 7 of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
13 Unclaimed money
(1)
Money held by the Company as executor, trustee, administrator, receiver, liquidator, committee, guardian, attorney, or agent, or in any other capacity under this Act, that remains unclaimed, and of which no lawful owner is known, for a period of 6 years after its receipt by the Company, must, at the end of the Company’s next financial year, be paid by the Company to the Commissioner of Inland Revenue in accordance with the Unclaimed Money Act 1971.
(2)
Payment of money under subsection (1), to the extent of the amount paid, discharges the Company from the trust to which the money is subject.
(3)
Nothing in subsection (1) or subsection (2) limits or affects the provisions of an instrument creating a trust to which the money is subject or that confers on the Company a power, authority, discretion, or duty in relation to the money.
14 Company authorised to transact business with parent company or subsidiaries
(1)
The Company is authorised to transact with a parent company or a subsidiary of a parent company any business (including insurance business) in connection with any estate or trust property that it administers if, after considering all the circumstances (including appropriate business arrangements offered by other companies), the Company is satisfied on reasonable grounds that it is in the best interests of the estate or trust property to do so.
(2)
A parent company or a subsidiary of a parent company is entitled to receive and retain all fees, premiums, commissions, and other payments properly chargeable or payable in respect of any business transacted in accordance with subsection (1) in the same manner as it would have been entitled to do if the Company was not a trustee of the estate or trust property or the Company was not a subsidiary or related company of the company with which the business was transacted.
(3)
Any payment to which subsection (2) applies must be clearly identified in the account provided in respect of the estate or trust property.
(4)
Subsections (1) to (3) have effect despite the fiduciary rights, obligations, and liabilities of the Company (whether arising under this Act or otherwise), and any enactment or rule of law.
(5)
In this section, parent company means a holding company of the Company specified in the Schedule.
Section 14(5): added, on 1 July 2006, by section 8 of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Part 4 Miscellaneous
15 Jurisdiction and powers of High Court not affected
(1)
Nothing in this Act affects the powers or jurisdiction of the court in respect of trustees, and those powers and that jurisdiction may be exercised in relation to the Company in respect of all trusts undertaken by it.
(2)
Nothing in this Act affects the power of the court to remove the Company from any office whether or not it holds that office by virtue of this Act.
(3)
Subsection (2) does not limit subsection (1).
16 Release of securities held for purposes of Trustee Companies Act 1967
(1)
Amendment(s) incorporated in the Act(s).
(2)
On request by the Company, the Public Trustee must release to the Company any securities deposited with the Public Trustee by the Company under section 6(2) of the Trustee Companies Act 1967.
(3)
The receipt of the secretary or a director of the Company is a full and sufficient discharge to the Public Trustee for any securities released, and the Public Trustee is not required to see to the application of the securities released.
17 Registers
(1)
Neither the Registrar-General of Land nor the Registrar of Deeds, or any other person charged with the keeping of books or registers, is obliged solely by reason of this Act to change the name of the Company in those books or registers or in any document (except as required by section 6 and subsection (2)).
(2)
The presentation to any registrar or other person referred to in subsection (1) 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 property held immediately before the commencement of this Act in the name of the Trustees, Executors, and Agency Company of New Zealand (Limited); and
(c)
containing a recital that the name of the Company has been changed by virtue of this Act or under the Companies Act 1993—
is, in the absence of proof to the contrary, sufficient proof that the property is vested in the Company as so named, and the person must register the change of name of the Company in the relevant books and registers.
18 Incorporation and powers of company to remain
Nothing in this Act affects the constitution or incorporation of the Company, and the Company continues under its original incorporation with the powers and privileges conferred, and subject to the duties and liabilities imposed, by this Act.
19 Repeal of Trustees, Executors, and Agency Company Act 1882
The Trustees, Executors, and Agency Company Act 1882 (1882 No 4 (P)) is repealed.
20 Consequential amendments
[Repealed]Section 20: repealed, on 1 July 2006, by section 9 of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Schedule Authorised parent companies of Company
Schedule: added, on 1 July 2006, by section 11 of the Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P)).
Sterling Grace (NZ) Limited
Notes
1 General
This is a consolidation of the Trustees Executors Limited Act 2002 that incorporates the amendments made to the legislation so that it shows the law as at its stated date.
2 Legal status
A consolidation is taken to correctly state, as at its stated date, the law enacted or made by the legislation consolidated and by the amendments. This presumption applies unless the contrary is shown.
Section 78 of the Legislation Act 2019 provides that this consolidation, published as an electronic version, is an official version. A printed version of legislation that is produced directly from this official electronic version is also an official version.
3 Editorial and format changes
The Parliamentary Counsel Office makes editorial and format changes to consolidations using the powers under subpart 2 of Part 3 of the Legislation Act 2019. See also PCO editorial conventions for consolidations.
4 Amendments incorporated in this consolidation
Secondary Legislation Act 2021 (2021 No 7): section 3
Trustees Executors Limited Amendment Act 2006 (2006 No 2 (P))
Versions
Trustees Executors Limited Act 2002
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