There shall from time to time be appointed, pursuant to the Public Service Act 2020, a Registrar of Friendly Societies and Credit Unions.

The Registrar shall have a seal of office of which judicial notice shall be taken.

There may from time to time be appointed, pursuant to the Public Service Act 2020, 1 or more Deputy Registrars of Friendly Societies and Credit Unions.

Subject to the control of the Registrar, a Deputy Registrar shall have and may exercise all the functions, duties, and powers of the Registrar.

On the occurrence from any cause of a vacancy in the office of Registrar (whether by reason of death, resignation, or otherwise), and in the case of absence from duty of the Registrar (from whatever cause arising), and so long as any such vacancy or absence continues, a Deputy Registrar shall have and may exercise all the functions, duties, and powers of the Registrar.

The fact that a Deputy Registrar is exercising any function, duty, or power of the Registrar shall be conclusive evidence of his authority to do so.

The Registrar shall have a Registry Office, and all documents, or information required by or pursuant to this Act to be sent to the Registrar shall be sent to the Registry Office.

All documents or information required by or pursuant to this Act to be sent to the Registrar shall be deposited with the rules of the society, branch, or credit union to which the documents respectively relate and, together with such observations thereon as he thinks fit, shall be registered or recorded by the Registrar.

Any register may—

The Registrar may amend any register if—

The following documents or information contained in any register shall be open to inspection by the public during ordinary office hours on payment of the prescribed fee (if any):

On payment of the prescribed fee (if any), there shall be sent to any person requesting it in writing a copy of any specified document, except the rules or any amendments, which that person would otherwise be able to inspect pursuant to subsection (3).

The Governor-General may from time to time, by Order in Council, extend or restrict the range of accounting records and documents that are open to inspection by the public.

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

There shall from time to time be appointed under the Public Service Act 2020 such officers and employees as may be necessary for the effective and efficient carrying out of the functions and duties of the Registrar.

Subject to the general direction and control of the Minister, the functions of the Registrar shall be to administer this Act and to carry out such duties as may be imposed upon him by this or any other enactment.

The Registrar has such powers as may be necessary to adequately carry out his or her functions and duties, including—

The Registrar or any person authorised by him may, for the purpose of ascertaining whether a registered society, branch (whether registered or not), or credit union, or any officer or trustee of any such registered society, branch, or credit union is complying or has complied with this Act or of ascertaining whether the Registrar should exercise any of his functions, duties, or powers under this Act, or of detecting offences against this Act—

If any registered society, branch (whether registered or not), or credit union refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any accounting record or document that the Registrar or authorised person has under that subsection required it to produce, the registered society, branch, or credit union commits an offence and shall be liable on conviction to a fine not exceeding $1,000.

If any officer or trustee of a registered society, branch (whether registered or not), or credit union, or any other person refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any accounting record or document within the power or control of that officer or trustee or other person that the Registrar or authorised person has under that subsection required him to produce, that officer or trustee or other person commits an offence and shall be liable on conviction to a fine not exceeding $1,000.

Any person who wilfully obstructs or hinders the Registrar, or any person authorised by the Registrar for the purposes of subsection (1), while the Registrar or authorised person is making an inspection or a record or taking possession of or removing any accounting record or document pursuant to that subsection commits an offence and shall be liable on conviction to a fine not exceeding $1,000.

The Registrar may from time to time prepare, cause to be circulated, or publish, for the use of registered societies or branches, or credit unions,—

Subject to this Act, the following societies may be registered under this Part—

No society or branch shall first be registered under this Part unless it consists of at least 7 adults.

No society or branch shall be registered under this Act which contracts with any person for the assurance of a gross sum or of an annuity in excess of the limits specified in section 42.

Subsection (3) does not apply to a licensed insurer.

In the case of specially authorised societies and their registered branches (if any) established pursuant to subsection (1)(d)—

A notice under subsection (1)(d) is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

An application to register a society under this Part shall be signed by 7 adult members and the secretary of the society, and shall be sent to the Registrar.

Together with an application under subsection (1), there shall be sent a copy of the rules of the society signed by those persons who signed that application and a list of the names, addresses, and designations of the committee of management, the secretary, treasurer, and other principal officers, the trustees, and those persons who are authorised to sue and be sued on behalf of the society.

The rules of the society so sent shall either—

If the list so sent is signed by the secretary and every other person named, it shall on the registration of the society be evidence that the persons so named have been duly appointed to their office.

A society shall not be registered under a name identical with that under which any other existing society is registered, or so nearly resembling that name as to be likely, or in any name likely, in the opinion of the Registrar, to deceive the members or the public as to its nature or its identity or in any name which in his opinion is otherwise undesirable.

If—

the society shall, within a period of 4 weeks from the date of its being required by the Registrar to do so, or such longer period as he may allow, change its name to a name that is not in contravention as aforesaid and is not, in the opinion of the Registrar, undesirable.

A society which is neither a benevolent society nor a working men’s club shall not be disentitled to registration by reason of any rule for, or practice of, dividing any part of its funds, if the rules of the society contain distinct provision for meeting all claims upon the society existing at the time of the division before any such division takes place.

Where a society has existing branches, the application for registration of the society shall be accompanied by—

The rules in respect of a branch shall either—

If a branch does not have separate rules, provision in respect of the matters mentioned in Schedule 3 shall be made (with respect to the branch) in the rules of the society or branch of which that branch forms part.

No branch shall be registered unless its objects are identical with or comprised in the objects of the society of which it forms part.

No society shall be registered until every branch of the society in being when the society makes application for registration is capable of being registered at the same time, and when the Registrar issues to the society an acknowledgment of registration under section 17, he shall at the same time issue to each branch of that society a separate acknowledgment of registration.

No society, whether a friendly society or otherwise, or branch of that society shall be registered under this Part until the rates of contributions for any benefits to be provided by the society or branch (being in accordance with the purposes specified in Schedule 1 and as set out in the rules submitted with the application for registration), are certified by an actuary as being appropriate for the business to which they relate.

The Registrar may, in writing, exempt wholly or in part from the requirements of subsection (1) any society or branch transacting business in respect of which he thinks those requirements to be inapplicable, and may from time to time review, vary, or revoke any exemption so given.

On being satisfied that the society or branch has complied with the provisions of this Part as to registration, the Registrar shall—

An acknowledgment of registration under subsection (1) shall be conclusive evidence that the society or branch therein mentioned is duly registered under this Act, unless it is proved that the registration of the society or, in the case of a branch, the society of which it is a branch, has been suspended or cancelled.

If—

the Registrar may, after considering any representations of the society made within 4 weeks from the date of its being requested by the Registrar to do so, amend the designation.

If the Registrar refuses to issue an acknowledgment of registration to a society, the society may, within 3 months after the date of the refusal, appeal from that refusal to the High Court.

If the refusal is overruled on appeal, then, subject to such terms and conditions as the court may impose or otherwise in pursuance of the court order, an acknowledgment of registration shall forthwith be issued to the society by the Registrar.

When a new branch of a registered society is established, the society shall send to the Registrar an application for the registration of that branch signed by the secretary of the branch and by 3 of its adult members, and countersigned by the secretary of the society.

All the provisions of section 14 shall apply, with any necessary modification, with respect to the establishment of a new branch as if it were a branch existing at the time of the registration of the society.

Every application under this section shall be made within 3 months after the establishment of the branch, but no such application shall be invalid because it is made after the expiration of that period.

If any branch continues in existence for more than 3 months without an application being made for its registration, or for more than 3 months after an application for its registration has been refused, every officer of the branch, or of the registered society of which it is a branch, shall be guilty of a continuing offence against this Act so long thereafter as the branch remains in existence and unregistered.

No society shall, in respect of any branch, be entitled to any privilege, benefit, or protection conferred by this Act or enactment relating to registered societies until such branch has been registered.

Every registered branch may, in accordance with the rules of the society of which it forms a part,—

Every branch which has duly seceded or been expelled from the society of which it forms a part shall, 3 months after having so seceded or been expelled and subject to no application having been made for registration under section 21, be deemed to be no longer registered under this Act; but no such secession or expulsion shall affect any liability previously incurred by the branch or its officers.

A body which, having been a branch of a registered society, has wholly seceded or been expelled from that society, shall not use the name of that society or any name implying that it is a branch thereof, or the number or other means of identification allotted by the Registrar by which it was designated as such a branch.

A body which, having been a branch of a registered society, has wholly seceded or been expelled from that society may, within 3 months after having so seceded or been expelled, apply pursuant to section 12 for registration as a society in its own right.

No such body shall be so registered unless there is produced to the Registrar a certificate, under the hand of the secretary or other principal officer of the society of which the body was a branch, that the body has seceded or has been expelled from the society, or the Registrar is otherwise satisfied on those matters.

An acknowledgment of the registration of a society or branch under section 17 shall also constitute an acknowledgment, and be conclusive evidence, of the registration of the rules of the society or branch in force at the date of the registration of the society or branch.

An amendment of the rules of a registered society or branch has no effect until the amendment is registered.

For the purposes of subsection (1), the following, signed by 3 members and the secretary of the registered society or branch, must be sent to the Registrar:

Subsection (1) shall not apply to a change in the situation of the registered office of a society or branch; but—

No amendment of the rules of a society or branch shall be registered unless the rules as amended contain all the provisions that would be required, in accordance with Schedule 2 or Schedule 3 or any model rules produced by the Registrar, as the case may be, on an application for the registration of the society or branch.

No amendment of the rules of a branch shall be registered if the objects of the branch thereby cease to be identical with or comprised in the objects of the society of which the branch forms a part.

If in the opinion of the Registrar any amendment of a rule may adversely affect the financial soundness of the society or branch or alters the rates of contribution certified pursuant to section 15(1), the amendment shall not be registered until an actuary has certified in writing that the amendment does not adversely affect the financial soundness of the society or branch or that the altered rates of contributions are appropriate for the business to which they relate.

On being satisfied that any amendment of the rules of a registered society or branch complies with and is not contrary to the provisions of this Part, the Registrar must register the amendment.

Without limiting the responsibilities of any registered society or branch to comply with the provisions of this Act, the Registrar may, if he thinks the rules of a registered society or branch should be amended to comply with any provision of this Act, by notice in writing, require the society or branch within the period specified in the notice to amend the rules in the manner so specified or otherwise in a manner approved by the Registrar.

A notice under this section may be served on a society or branch by—

In the absence of proof to the contrary, a notice that is emailed to a society or branch must be treated as served on the society or branch on the second working day after the date on which it is emailed, and, in proving that the notice was emailed, it is sufficient to prove that the notice was properly addressed and sent to the email address.

Subject to this Act, if within the period specified in the notice the society or branch fails to amend the rules as required, the Registrar may himself, by notation upon the registered copy of the rules, amend the rules of the society or branch.

The Registrar shall give a society or branch notice in writing of any amendment effected by him under this section and of the date on which the amendment comes into effect.

Every registered society or branch shall deliver to any person on request, on payment of a sum not exceeding $5 or such other sum as may be prescribed from time to time by the Governor-General by Order in Council, a copy of the rules of the society or branch.

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

Every registered society and branch is to have 1 or more trustees, who must be appointed from time to time by a resolution of a majority of the members of the society or branch entitled to vote and voting on the matter.

As soon as practicable after any trustee of a registered society or branch dies, or resigns his office or is removed from office, a new trustee shall be appointed in his place in the manner prescribed by subsection (1).

A registered society or branch may at any time by resolution passed in the same manner remove any trustee and appoint a new trustee in his place.

No act done by any person appointed as a trustee shall be invalidated by any irregularity or defect in the mode of his appointment, or by the fact that there is any vacancy in the full number of the trustees.

Within 14 days after any resolution appointing a trustee, the society or branch, as the case may be, shall send to the Registrar a copy of the resolution signed by the trustee appointed and by the secretary of the society or branch.

In the case of a branch the copy of the resolution shall be sent to the Registrar through the secretary of the society of which the branch forms part.

The same person shall not be secretary or treasurer of a registered society or branch and also a trustee of that society or branch; but, with the consent in writing of the Registrar, the same person may be both the secretary and the treasurer of that society or branch.

All property belonging to a registered society, whether acquired before or after the society is registered, shall vest in the trustees for the time being of the society for the use and benefit of the society and its members, and of all persons claiming through the members according to the rules of the society.

The property of a registered branch of a society, whether acquired before or after the branch is registered, shall, as the rules of the society provide, vest wholly or partly in the trustees for the time being of that branch, or of any other branch of which that branch forms part, or in the trustees of the society, for the use and benefit either of the members of any such branch and persons claiming through those members, or of the members of the society generally and persons claiming through them according to the rules of the society; but, in the absence of any such rules, or so far as the rules of the society do not extend, the property of a registered branch of a society, whether acquired before or after the branch is registered, shall vest in the trustees for the time being of that branch for the use and benefit of the members of that branch and persons claiming through them.

Upon the death, resignation, or removal of a trustee of a registered society or branch the property vested in that trustee shall, without conveyance, transfer, or assignment, vest (subject to the same trusts) in the succeeding trustees of that society or branch, either solely or together with any surviving or continuing trustees, and until the appointment of succeeding trustees pursuant to section 28(2), in the surviving or continuing trustees only, or in the executors or administrators of the last surviving or continuing trustee.

Where any property (other than land dealt with pursuant to section 33) is vested in trustees under this section and, for the purposes of registering the title to or for any other dealing in connection with that property, an instrument is required to be executed by the trustees, that instrument may be executed by the trustees denoted by their official titles and not by their proper names; and no person claiming under any such instrument shall be affected by any notice, actual or constructive, that the property so dealt with was not vested in the persons executing the instrument, or that such execution was in contravention of the rules of the society or branch of which those persons were, or purported to be, trustees.

Where any person, being a trustee of a registered society or branch,—

then, on application in writing by the secretary and 3 adult members of the society or branch and on proof of the facts to his satisfaction, the Registrar may, by direction in writing, direct and authorise the transfer of any property of the society or branch held in the name of the trustee into the names of the existing trustees of the society or branch, or, in the case of a branch which has ceased to exist, into the names of the existing trustees of the society of which the branch formed part; and every such direction in writing shall be sufficient authority to all persons to make such a transfer accordingly in the same manner as if the said property had been assigned to the said existing trustees in due course of law.

The Registrar and all persons acting in pursuance of any such direction in writing are hereby indemnified for all things done by him or them in pursuance of this section, or of such direction against any claim or demand of any person injuriously affected thereby.

Where a trustee of a registered society or branch—

he may, by an instrument in writing sent to and registered by the Registrar, delegate his duties as trustee.

A trustee may not delegate his duties under subsection (1) unless—

A delegation may be made under this section in respect of the whole or any part of the duties of the trustee.

A delegation under this section shall operate until revoked by the trustee who made the delegation or by the committee of management of the registered society or branch by a notice of revocation sent to and registered by the Registrar.

Two or more trustees may concurrently delegate their duties under this section.

A trustee of a registered society or branch shall remain answerable for all acts and omissions of his delegate within the scope of the delegation as if they were the acts or omissions of the trustee, and the delegate shall be subject to the provisions of this Act so far as it relates to the performance of the duties delegated in the same manner as if he were the trustee.

Every registered society or branch shall forward to the Registrar-General of Land, as and when required by him, a notice setting forth the names of the trustees in whom the property of the society or branch is vested, and also a copy of the rules of the society or branch.

Every such notice shall be accompanied by a statutory declaration made by one of the trustees of the society or branch, stating that the declarant is one of the trustees in whom the property of the society or branch is vested, and verifying the statements contained in the notice.

Land under the Land Transfer Act 2017 may be transferred, leased, or mortgaged to the registered society or branch by memorandum of transfer, lease, or mortgage made to the trustees (denoted by their official titles and not by their own proper names) in whom the property of the society or branch, or any part of that property, is for the time being vested; and such trustees for the time being shall be deemed to be the registered owners of the land so transferred, or of such lease or mortgage.

Where any instrument affecting the land included in any such transfer, lease, or mortgage is presented to the Registrar-General of Land for registration, he shall register the same if it purports to be executed by the persons in whom the property thereby affected appears to him to have been vested at the time of the execution of the instrument or by a majority of those persons in any case where the rules of the society or branch authorise the execution of such an instrument by a majority of those persons.

Notwithstanding subsection (2), any discharge of a mortgage vested in a society or branch of land under the Land Transfer Act 2017 or any alteration in the terms of any such mortgage (or any variation of priority in relation to any such mortgage) shall be registered by the Registrar-General of Land if it appears to him to be executed by a majority of the trustees for the time being of the society or branch, as the case may require.

No person claiming under any such instrument so registered shall be affected by notice, actual or constructive, that the property of the society or branch was not vested in the persons executing the same, or that the instrument was executed in contravention of the rules of the society or branch.

Before taking upon himself the execution of his office, every officer of a registered society or branch having the receipt or charge of money shall, notwithstanding any rule of the society or branch to the contrary, give security in accordance with subsection (2) for his rendering a just and true account of all sums of money received and paid by him on account of the society or branch at such times as its rules appoint, or as the society or branch or its trustees or committee require him to do, and for the payment by him of all sums due from him to the society or branch.

Where an officer of a registered society or branch is required to give security in accordance with subsection (1), he shall do so either—

in such sum as the Registrar may from time to time recommend or, in the absence of such a recommendation, as the society or branch directs.

In this section the term guarantee society means—

In the case of any registered friendly society which makes provision by its rules in accordance with clause 8 of Schedule 1 for guaranteeing the performance of their duties by officers of the society or its branches, it shall be a sufficient compliance with this section if any officer of the society or of any branch thereof gives the security of the society in accordance with those rules.

The Registrar may from time to time, either generally or specifically, review any security or bond given pursuant to this section and may require amendments to the sums secured or conditions applying or both.

Every officer of a registered society or branch having the receipt or charge of money shall—

render such account as may be required by the society or branch, or by the trustees or committee of management of the society or branch; and shall, on demand or on notice as in paragraph (c), pay over all money and deliver all property in his hands or custody to such person as the society or branch, or the committee or the trustees, may appoint.

In case of any neglect or refusal to deliver the account or to pay over the money or to deliver the property in accordance with subsection (1), the trustees or authorised officers of the society or branch—

Where any officer (other than a trustee) of a registered society or branch, having in his possession by virtue of his office any money or property belonging to the society or branch, dies or becomes bankrupt or becomes a party to any arrangement for the benefit of his creditors, or where any execution, attachment, or other process is issued against such officer or against his property, in any such case his executors or administrators, or the Official Assignee or other person executing such process, shall, upon demand in writing by the trustees of the society or of the branch, or by any 2 of them, or by any person authorised by the society or branch or by its committee of management to make such demand, pay the money and deliver over the property to the trustees of the society or branch in preference to any other debts or claims against the estate of the officer notwithstanding any other enactment or rule of law to the contrary.

Subject to any provision in the rules of a registered society or branch as to voting by a chairman who has a casting vote, on every matter which is determined by a vote of members of a registered society or branch every member shall be entitled to vote and shall have 1 vote only.

The rules of a registered society or branch may provide that, at any meeting of delegates, the manner of voting and the number of votes to be cast by the delegates shall be as set out in the rules.

Except as provided in this Part, the subscription of a person who is or has been a member of a registered society or branch shall not be recoverable at law.

A person 16 years of age or younger may be a member of a registered society or branch if the rules so provide.

A person over the age of 16 years may be a member of a registered society or branch unless the rules provide to the contrary.

A minor shall not be a trustee nor hold office as treasurer of any registered society or branch.

Every registered society or branch shall set up and maintain an indexed register for each separate category of its members showing—

The register of members shall also show such other particulars as may from time to time be prescribed, by notice, by the Registrar.

The register shall be kept at the registered office of the society or branch, and shall be open to inspection during ordinary office hours by any member of the society or branch.

A notice under subsection (2) is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

No member or person claiming through a member shall receive from any registered society or branch or from any registered society including its branches taken together more than $100,000 by way of gross sum together with any bonuses or additions declared upon assurances not exceeding that sum, or more than $5,000 a year by way of annuity together with any bonus or addition declared upon that annuity.

The Governor-General may, from time to time by Order in Council, amend any amount specified in subsection (1) as being a maximum gross sum of assurances or annuity.

In this section, the term assurance includes all life and endowment assurance, and any assurance payable on the member’s death provided by the society or branch in respect of any shares in or loans by a credit union.

This section does not apply to a licensed insurer.

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

Subject to this section, a member of a registered society (other than a benevolent society or working men’s club) or of a branch thereof who is not under the age of 16 years may, by writing under his hand delivered at or sent to the registered office of the society or branch, or made in a register kept at that office, nominate a person or persons to whom any sum of money payable by the society or branch on the death of that member or any specified amount of money so payable shall be paid at his decease.

The total amount which may be nominated under this section shall not exceed $2,000, but where a nomination under this section does not specify the maximum sum of money which is to be payable by virtue of the nomination, and the sum to which the nomination relates exceeds $2,000 the nomination shall not be invalidated by reason only of the excess.

A person nominated under this section shall not at the date of the nomination be an officer or employee of the society or branch, unless that officer or employee is the spouse, civil union partner, de facto partner, father, mother, child, brother, sister, nephew, or niece of the nominator.

A nomination so made may be revoked or varied by any similar document under the hand of the nominator delivered, sent or made as mentioned in subsection (1).

The marriage or civil union of a member of the society or branch shall operate as a revocation of any nomination previously made by that member under this section.

A nomination, or a variation or revocation of a nomination, by writing under the hand of a member of a registered branch and delivered at or sent to the registered office of that branch, or made in a register kept at that office, shall be effectual notwithstanding that the money to which the nomination relates, or some part thereof, is not payable by that branch but is payable by the society or some other branch.

If the nomination is in favour of 2 or more persons, the sum payable shall be paid in the shares specified, and if no shares are so specified, then in equal shares.

No person shall be capable of making separate and successive nominations in favour of different persons, and if successive nominations are so made by any person the earlier shall be deemed to be revoked by the later.

The Governor-General may, from time to time by Order in Council, amend the amount specified in subsection (2) as being the maximum amount that may be nominated under this section.

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

Subject to subsection (2), on receiving satisfactory proof of the death of a nominator, the registered society or branch shall pay to his nominee or nominees the amount due to the deceased or, as the case may be, the amount specified in the nomination.

The total amount paid by virtue of a nomination (whether in favour of 1 nominee or more) shall not exceed the amount specified in section 43(2) as being the maximum amount payable pursuant to a nomination.

The receipt of a nominee over 16 years of age for any amount paid in accordance with this section shall be valid.

Where a society or branch has paid money to a nominee in ignorance of a marriage or civil union subsequent to the nomination, the receipt of the nominee shall be a valid discharge to the society or branch.

A registered society or branch shall not pay any sum of money upon the death of a member or other person whose death is, or ought to be, entered in any register of deaths, except upon the production—

Subsection (1)(a) shall not apply to deaths at sea or out of New Zealand, nor to a death where the body cannot be found, nor to any death certified by a coroner to be the subject of a pending inquiry, nor to any case where the Registrar, on being satisfied of the fact of death, grants an exemption from this section.

Sections 67B to 67E of the Life Insurance Act 1908 shall, with all necessary modifications, apply in respect of a registered society or branch as if—

Notwithstanding anything to the contrary in this Act, where the rules of a registered society or branch provide that a member who elects to cease contributing for a sum payable at death or on survival to a specified date shall be entitled on such election to receive a cash payment, the society or branch may (if its rules so provide) make a loan to any member so entitled to cease contributing of an amount not exceeding 90% of the cash payment to which the member would be entitled if he elected on the day the loan is granted so to cease contributing.

The amount of the loan, or such part as has not been repaid, together with any interest which may then be owing, shall be a first charge on the sum payable at death or on survival to the specified date or if the member subsequently elects to cease contributing.

No money paid or payable by a registered friendly society or a registered branch of any such society to a member, or on the death of a member, shall be assets in the bankruptcy of that member, or pass to the trustee or assignee in that bankruptcy, or be seized, attached, or otherwise taken in execution under the process of any court, or pass under a general assignment of the member’s property; nor shall any such money, unless otherwise expressly and specifically directed by the will of the member, become available for the payment of his debts or liabilities on his death.

Nothing in this section shall apply to—

This section shall bind the Crown.

The trustees of a registered society or branch may, with the consent given either generally or specifically by the committee or by a resolution of a majority of the members of the society or branch entitled to vote and voting on the matter, from time to time invest the funds of the society or branch or any part of them in accordance with this Act.

Without limiting the matters to which a trustee may have regard under section 59 of the Trusts Act 2019, in the exercise of his powers of investment a trustee of a registered society or branch shall have regard—

but shall not be obliged to make any investment that he considers to be of an undesirable nature or that he would otherwise regard as being imprudent.

Before exercising any power of investment under this Act, a trustee shall obtain and consider proper advice as to whether or not the investment is authorised and is satisfactory after having regard to the matters referred to in subsection (2).

The trustee or trustees of a registered society or branch shall formulate, and from time to time review, a policy relating to the retention of investments and the circumstances under which investments should be realised or changed having regard to the matters referred to in subsection (2), and, in cases of doubt, shall obtain proper advice.

For the purposes of subsections (3) and (4) but subject, in the case of real property, to section 52(2), proper advice is the advice of a person who is reasonably believed by the trustee to be qualified to give it by reason of his profession or occupation and his personal expertise and experience in financial and investment matters, and may be given by a person notwithstanding that he gives it in the course of his employment as an officer or employee of the society or branch, or is a co-trustee.

The rules of a registered society with branches, and of any registered branch of that society, may provide for the investment of funds of the society or of that branch—

The consent required for any such investment shall be the consent given either generally or specifically by the committee or by a resolution of a majority of the members of the society or branch by whose trustees the funds are invested, being members entitled to vote and voting on the matter.

Except as provided in this Act and notwithstanding anything to the contrary in the rules of a society or branch, no registered society or branch shall be entitled to borrow money nor shall any person lend money to any registered society or branch.

Any bank carrying on business in New Zealand may grant, and any registered society or branch may receive, accommodation by way of overdraft in aid of any account established with that bank by that society or branch, and that account may be overdrawn accordingly for a term not exceeding 6 months at any one time unless a longer term or an extension of an existing term is authorised in writing by the Registrar.

This section does not limit what may be done under section 58A.

Subject to this Act, a trustee may invest the funds of a registered society or branch in accordance with the Trusts Act 2019.

A registered society whose object, or 1 of whose objects, is to provide medical or surgical requisites (not being medical or surgical attendance) for its members or for the members of any registered societies or branches contributing to its funds may (if its rules so provide)—

Every branch of such registered society and every registered society or branch contributing to its funds may take up any debentures issued under subsection (1)(a), and may invest any portion of their funds in them.

The debentures issued under subsection (1)(a) shall be of such amount, and for such term, and shall bear such rate of interest as the committee or a majority of the members of the society issuing them approves.

A registered society or branch may subscribe to any hospital, infirmary, or charitable or provident institution, any annual or other sum necessary to secure to members of the society or branch and their families the benefits of that hospital, infirmary, or other institution.

A registered society or branch may (if its rules so provide) out of any surplus which has arisen in its management fund, and within the limits prescribed by the rules, make donations for charitable, benevolent, philanthropic, or cultural purposes.

A registered society or branch may contribute to the funds or take part by delegates or otherwise in the government of any other registered society or branch in any manner provided by the rules of that first-named society or branch, without becoming a branch of that other society or branch.

A registered society or branch shall not withdraw from contributing to the funds of a medical society (being a society established to provide medical or surgical attendance, relief, or requisites) except on not less than 6 months’ notice and on payment of all contributions accrued or accruing due on or before the date of the expiration of the notice.

All money payable by a member of any registered society or branch to meet any contributions payable by that society or branch to a medical society shall be deemed to be a debt due from the member to his society or branch, and shall be recoverable as such.

Subject to this Act, a registered society or branch may (if its rules so provide)—

A registered society or branch may (if its rules so provide) enter into any arrangement by which it may purchase, build, take on lease, or otherwise provide, and equip, furnish, alter, and maintain such building or part of a building as is sufficient for the purpose of conducting its business therein.

No purchaser, assignee, mortgagee, or tenant shall be bound to inquire as to the authority for any sale, exchange, mortgage, or lease by the trustees, and the receipt of the trustees shall be a discharge for all money arising from or in connection with the sale, exchange, mortgage, or lease.

Subject, in the case of an instrument affecting land under the Land Transfer Act 2017, to the provisions of section 33, every document to be executed by a registered society or branch in the exercise of any powers conferred on it by this section may (if its rules so provide) be executed by a majority of the trustees in whom the property of the society or branch is vested.

Notwithstanding section 29, any part of the funds of a registered society or of any branch of such a society, and any stocks, shares, or securities held by or on behalf of such a society or branch, may be transferred to Public Trust or a trustee company if—

Public Trust or the trustee company shall invest, in accordance with the rules, any funds so transferred and shall pay the interest on any stocks, shares, or securities acquired by or transferred pursuant to this section to the trustees of the society or branch, and shall, where the trustees so require, transfer the capital of the stocks, shares, or securities to them, or realise the same and transfer the proceeds to them.

Public Trust or the trustee company shall not be under any liability in relation to any stock, shares, or securities held under this section, and no action shall lie against Public Trust or the trustee company in respect of any such stock, shares, or securities where it acts in accordance with the provisions of this section.

If authorised by, and in accordance with its rules, a registered friendly society that is a licensed insurer may offer friendly society securities to members for subscription.

Friendly society securities—

In the event of a registered friendly society being wound up, claims for friendly society securities must not be paid until all creditors’ claims have been paid.

In the event of a registered friendly society incurring losses that exceed its retained earnings and reserves, the value of friendly society securities issued by it must be written down accordingly.

The following provisions of the Financial Markets Conduct Act 2013 apply for the purposes of that Act in relation to a registered friendly society and any friendly society securities that it issues as they apply in relation to a credit union and any financial products that it issues:

A registered friendly society may, in relation to friendly society securities issued or to be issued by it, appoint a supervisor and sign or amend a trust deed for the purposes of subpart 1 of Part 4 of the Financial Markets Conduct Act 2013.

Subsection (6) applies regardless of anything to the contrary in the rules of the registered friendly society.

In sections 58C to 58E, unless the context otherwise requires, distribution, in relation to a distribution by a registered friendly society to a member, means—

For the purposes of subsection (1),—

A distribution must be authorised in writing by the committee, or committee of management, as the case may be, of the registered friendly society.

The committee, or committee of management, as the case may be, of the registered friendly society must not authorise a distribution unless the committee is satisfied on reasonable grounds that, immediately after the distribution is made, the registered friendly society will be solvent.

A registered friendly society is solvent for the purposes of the payment of a distribution if—

In determining whether the value of the registered friendly society’s assets is greater than its liabilities, the committee, or committee of management, as the case may be, of the registered friendly society—

In determining, for the purposes of this section, the value of a contingent liability, account may be taken of—

The first financial year of a registered society or branch may extend from the date of its registration to such date not later than 18 months from the date of its registration as may be specified in its rules.

Where the rules of a registered society or branch are amended to alter its financial year, the amendment may provide that the financial year current at the date of amendment shall be extended for such period not exceeding 6 months as may be specified in its rules or that the financial year next following the financial year that is so current shall be for such period exceeding 12 months but not exceeding 18 months as may be specified in its rules.

Every registered society or branch must ensure that there are kept at all times accounting records that—

Every registered society or branch must establish and maintain a satisfactory system of control of its accounting records.

The accounting records must be kept—

Section 63 does not apply to a registered society or branch in relation to a financial year if financial statements in relation to the society or branch and that financial year are required to be prepared under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.

In sections 63 to 64A, a registered society or branch is, in respect of a financial year, a specified not-for-profit entity if it is such an entity in respect of that year under section 46 of the Financial Reporting Act 2013.

Every registered society or branch must ensure that, within 3 months after the end of the financial year of the society or branch, financial statements are—

The financial statements must be prepared in accordance with,—

A registered society or branch must not publish any financial statements unless—

Subsection (3) does not apply if the financial statements are not required to be audited.

This section is subject to sections 61 and 64.

This section applies to a registered society or branch that would, but for this section, be required to comply with section 63 unless the rules of the society or branch expressly provide that this section does not apply.

However, this section does not apply to a registered society or branch in respect of a financial year if, in each of the 2 preceding financial years, the total operating expenditure of the society or branch is $30 million or more.

The members of a registered society or branch may, at a meeting of the society or branch held within 6 months from the start of a financial year, opt out of compliance with section 63 in relation to that financial year by way of a resolution of a majority of the members of the registered society or branch.

If the members opt out of compliance with section 63 in relation to a financial year under this section, the section does not apply to the society or branch in relation to that financial year.

A financial reporting standard (or a part of a standard) issued by the External Reporting Board that is expressed as applying for the purposes of this section must be applied in determining whether subsection (2) applies.

Every registered society or branch that is a specified not-for-profit entity in respect of a financial year must appoint a qualified auditor to audit its financial statements for that year (whether the financial statements are prepared under this Act or another Act).

Subsection (1) does not apply if financial statements for that year are not required to be prepared under any Act.

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 registered society or branch).

If a registered society or branch is not a specified not-for-profit entity in respect of a financial year, the society or branch must appoint a qualified auditor to audit its financial statements for that year if the rules of the society or branch require an auditor to be appointed.

The Registrar may appoint an auditor if—

Every registered society or branch commits an offence and is liable on conviction to a fine not exceeding $50,000 if—

An auditor must, in carrying out an audit of the financial statements of a registered society or branch, comply with all applicable auditing and assurance standards.

The auditor of a registered society or branch must make a report to the society or branch on the financial statements audited by the auditor.

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

Subject to this Act, a qualified auditor appointed to audit the financial statements of a registered society or branch for the preceding financial year shall be deemed to be reappointed as auditor of the society for the current financial year unless—

Where notice is given of an intended resolution to appoint at a general meeting some person or persons in place of a retiring auditor or auditors and the resolution cannot be proceeded with at the meeting because of the death or incapacity of that person or persons, or because he or they are ineligible for appointment as auditor or auditors of the society or branch for the current financial year (as the case may be), the retiring auditor shall not be automatically reappointed by virtue of subsection (1).

For the purposes of section 65(1)(a), a resolution at a general meeting of a registered society or branch—

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

Where notice of the intention to move any such resolution has been given under subsection (1) to a society or branch which is required by its rules to give notice to its members of the meeting at which the resolution is to be moved, the society or branch shall, if it is practicable to do so, give them notice of the resolution at the same time and in the same manner as it gives notice of the meeting.

Where notice of the intention to move any such resolution has been given to a registered society or branch under subsection (1), and that society or branch does not give notice of the resolution under subsection (2), it shall give notice of the resolution to its members not less than 14 days before the meeting at which the resolution is to be moved either by advertisement in a newspaper having an appropriate circulation or in any other way allowed by the rules of the society or branch.

Where—

a resolution passed at that meeting reappointing the retiring auditor or appointing an auditor in place of the retiring auditor shall be effective notwithstanding that no notice of that resolution has been given to the society or branch under its rules.

Any provision in this section which requires notice to be given to the members of a society or branch shall be construed, in the case of a meeting of delegates appointed by members, as requiring the notice to be given to those delegates.

On receipt by a registered society or branch of notice of intention to move a resolution under section 66(1), the society or branch shall forthwith send a copy of the notice to the retiring auditor.

On receipt of a copy of such a notice, the retiring auditor may at any time before the date of the general meeting make concise representations in writing to the society or branch with respect to the intended resolution and may also—

Subject to subsection (5), a society or branch which receives such representations or such a notification before the date when notice of the intended resolution is required by subsection (2) or (as the case may be) subsection (3) of section 66 is to be given to its members shall—

Without prejudice either to subsection (3) or to any right to be heard orally, the retiring auditor may also require that any representations made by him before the date of the general meeting shall be read out at the meeting.

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

Any provision in this section which requires notice to be given to the members of a society or branch or confers any right upon a member (as the case may be) shall be construed, in the case of a meeting of delegates appointed by members, as requiring a notice to be given to the delegates so appointed or as conferring the right upon a delegate (as the case may be).

The auditors of a registered society or branch shall be entitled—

Every registered society and branch shall once in every year, within 3 months after the close of the financial year of the society or branch or such extended period as the Registrar may in any particular case allow, send to the Registrar an annual return.

Every annual return shall relate to the affairs of the society or branch for the financial year preceding that in which the return is required to be sent, and, subject to subsection (3), shall be made in such form and contain such particulars as the Registrar may from time to time require.

Every annual return—

In the case of a branch, the annual return, list, and statement shall be sent to the Registrar under the hand of the secretary of the society of which the branch forms part or, alternatively, may be comprised in the annual return of that society.

The annual return sent to the Registrar must be accompanied by the auditor’s report on the financial statements referred to in subsection (3)(b) (if any).

Any registered society or branch which is being terminated by an instrument of dissolution under section 94 or the award of the Registrar under section 95 shall make up its annual return to the date of that instrument of dissolution or that award.

In the case of a society or branch amalgamating or transferring its engagements pursuant to section 83 or converting to a company pursuant to section 84, the Registrar may require an annual return made up to the date of such amalgamation, transfer of engagements, or conversion, or to such other date as he may specify.

A registered society or branch must, on the application of a member or person interested in its funds, supply to the member or person without charge a copy of the last annual return of the society or branch.

A registered society or branch must provide, together with every copy of an annual return supplied under subsection (1), a copy of the auditor’s report on the financial statements contained in the return (if any).

Every registered society or branch must keep available for inspection (without charge), by a member or person interested in its funds, at its office during ordinary office hours a copy of the last financial statements completed and signed in accordance with this Act or any other Act (if any), together with the auditor’s report (if any) and a copy of the last actuarial report.

Every registered society shall—

cause its assets and liabilities (including the assets and liabilities of its branches) to be valued by an actuary and the financial condition of the society and branches reported on to the Registrar within the time specified.

Every report shall be in such form and contain such particulars as the Registrar may require.

The Registrar may, in writing, exempt wholly or in part from the requirements of subsection (1) any society transacting business in respect of which he thinks those requirements to be inapplicable, and may from time to time review, vary, or revoke any exemption so given.

Notwithstanding subsection (1), the Registrar, may at any time, or at such time or times as he may specify, require any registered society to have a report or reports prepared by an actuary in respect of such business of the society and its branches or any of them as he may specify, and to send a copy of that report to him within such time as he may specify.

The requirements of this Act relating to the actuarial valuation shall not apply to benevolent societies or working men’s clubs or licensed insurers.

It shall be the duty of every branch of a registered society to supply the secretary of the society with all such information as he requires to enable him to prepare the returns he is directed by this Act to furnish to the Registrar, and also with all information required to enable a valuation of the assets and liabilities of the society and its branches to be made or any reports to be prepared in accordance with this Act.

A registered society or branch which has been reported to possess a surplus at the last actuarial valuation may, if the rules of the society so provide and with the consent of the Registrar and subject to such conditions as he may prescribe, appropriate and transfer between any of the funds of the society or, as the case may be, branch so much of the surplus as can be safely and equitably used for all or any of the following purposes:

If, in the opinion of the Registrar, the circumstances in any case are exceptional, the registered society or, as the case may be, branch may, if the rules of the society or branch so provide and with the consent of the Registrar and subject to such conditions as he may prescribe, appropriate and transfer so much of any surplus in any fund as can safely and equitably be used for any of the purposes specified in subsection (1), notwithstanding that the society or branch may not possess a surplus when all its funds are taken into account.

A registered society may, in accordance with subsection (1) or subsection (2), transfer so much of any surplus of a fund as can be safely and equitably used to any deficient fund of any registered branch of the society.

A registered branch of any registered society may, in accordance with subsection (1) or subsection (2), transfer so much of any surplus of a branch fund as can be safely and equitably used to any deficient fund of the society of which it is a branch.

This section does not apply to a licensed insurer.

If, after consideration of the actuarial valuation or any report made in respect of any registered society or branch under section 74 or pursuant to section 7(3)(a), it appears to the Registrar to be necessary or desirable that the financial structure of the business or activities or any part of them of that society or branch should be amended or improved, he may advise the society or branch of his opinion and require them to submit to him such proposals (whether by way of increase in the rate of contribution or otherwise) as will effect that financial amendment or improvement.

This section does not apply to a licensed insurer.

In this section, the expression dispute—

Subject to this Act, every dispute between—

shall be decided in the manner directed by the rules of the society or branch (including the appointment of an arbitrator or umpire); and the decision so made shall be binding and conclusive on all parties.

Where the rules of a registered society or branch direct that disputes must be referred to Justices, or to a District Court Judge, or to the District Court, the dispute must be determined by way of action in the District Court, and the decision of that court is final.

Notwithstanding anything to the contrary in the rules of any registered society or branch, any party to a dispute of a kind mentioned in section 78(2) may refer the dispute to the Registrar—

The Registrar, when a dispute is referred to him and after he is satisfied that every effort has been made to have the dispute decided in the manner directed by the rules (if applicable) of a society or branch (including the appointment of an arbitrator or umpire), may either decline the reference or may hear and determine the dispute, in which case he shall have power to order the expenses of the hearing and determination to be paid either out of the funds of the society or branch or by such parties to the dispute as he may think fit, and may administer oaths and require the attendance of all parties concerned and of witnesses, and the production of all accounting records and other documents relating to the matter in question.

The determination of the Registrar under this section shall have the same effect and be enforceable in the same manner as a decision made pursuant to the rules of the society or branch.

Notwithstanding anything in any other Act, the Registrar, or any arbitrator or umpire to whom a dispute of a kind mentioned in section 78(2) is referred, shall not be compelled to state a special case on any question of law arising, but may, if he thinks fit, at the request of any party, state a case for the opinion of the High Court.

The Registrar, or any arbitrator or umpire to whom such a dispute is referred, may grant to any party such discovery as to documents and otherwise, or such inspection of documents, as might be granted by the High Court, and the discovery shall be made on behalf of the society or branch by such of their officers as the Registrar, arbitrator, or umpire may determine.

Where, in relation to a dispute of a kind mentioned in section 78(2), no decision is made on the dispute within 40 days after application to the registered society or branch in question for a reference under its rules or the Registrar has declined a reference under section 79, then, subject to subsection (2), any person, society, or branch such as is mentioned in paragraphs  (a) to (e) of the said section 78(2) who is a party to the dispute may apply to any court of competent jurisdiction, and the court to which the application is made may hear and determine the matter in dispute.

In the case of a society with branches, the period of 40 days referred to in subsection (1) shall not begin to run until application has been made in succession to all the bodies entitled to determine the dispute under the rules of the society or branch; but the rules of the society or branch shall not require a greater delay than 3 months between each successive determination of a dispute by the bodies entitled under the rules to determine the dispute.

For the purposes of this section, the term court includes the Disputes Tribunal established under the Disputes Tribunal Act 1988.

For the purposes of this Act, a special resolution, in relation to a registered society or branch, is a resolution passed—

A copy of every special resolution signed by the chairman of the meeting and countersigned by the secretary, shall be sent to the Registrar and, subject to subsection (4), shall forthwith be registered; but until that copy is so registered the special resolution shall not take effect.

Where, in accordance with subsection (3), there is sent to the Registrar a copy of a special resolution passed at a meeting of a registered friendly society for the purpose of—

the Registrar shall not register the copy before the expiry of a period of 6 weeks commencing with the day on which he receives it, or, where objection has been made under section 85, he shall not register the copy until the period specified in subsection (3) of that section has expired.

Any 2 or more registered societies may, by special resolution of each of them, become amalgamated together as 1 society, with or without any dissolution or division of the funds of those societies or any of them.

A registered society may by special resolution transfer its engagements to any other registered society which may (by special resolution or in such other manner as may be authorised by its rules) undertake to fulfil the engagements of that society.

A registered society may by special resolution determine to transfer its engagements to a company registered under the Companies Act 1993.

A society which has branches shall not amalgamate or transfer its engagements pursuant to this section except with the consent of the central body of the society.

Before a society amalgamates or transfers its engagements pursuant to this section, information relating to the terms of the proposed amalgamation or transfer shall be given to the members of the society—

For the purposes of subsection (5), the information to be given to members shall relate, at the least, to—

Subject to section 97, where a registered society transfers all its engagements to a company registered under the Companies Act 1993, the registration of that society under this Act and the registration of its branches shall thereupon become void and shall be cancelled by the Registrar.

Where a registered society transfers part of its engagements to a company registered under the Companies Act 1993, then, notwithstanding anything to the contrary in section 52, the society may, with the approval of the Registrar, hold shares in that company subject to such conditions as the Registrar thinks fit.

No amalgamation or transfer of engagements shall prejudice any right of a creditor of either or any society which is a party thereto.

A registered society may, by special resolution, determine to apply to be registered as a company under the Companies Act 1993.

A society that has branches shall not pass a resolution of the kind referred to in subsection (1) except with the consent of the central body of the society.

A copy of every special resolution passed for the purposes of subsection (1) shall be sent or delivered to the Registrar of Companies together with the application for registration under section 12 of the Companies Act 1993.

Subject to subsection (5) and to section 97, if a registered society is registered as a company under the Companies Act 1993, the registration of that society under this Act shall thereupon cease and shall be cancelled by the Registrar.

Registration of a registered society as a company shall not affect any right or claim subsisting against the society or any penalty incurred by the society, and—

Where a special resolution has been passed for the amalgamation, or transfer of the engagements, of a registered friendly society—

Every objection under this section shall be made in writing to the Registrar.

No objection under this section shall be made after the expiry of the period of 6 weeks beginning with the date on which the special resolution concerned is received by the Registrar pursuant to section 82(4); but where such an objection is properly made, the special resolution shall not be registered until the expiry of the period of 6 weeks or the objection is finally determined or is withdrawn, whichever is the later.

Where an objection is made under this section, the Registrar shall have the same powers to hear and determine it as he has under section 79(2) in relation to a dispute; and he may either dismiss the objection or, after giving the objector and the registered society concerned an opportunity of being heard, and finding the objection to be justified, he may either—

and he shall furnish a statement, either written or oral, of the reasons for any decision which he gives under this section.

In the course of proceedings on an objection under this section, the Registrar may, if he thinks fit, at the request of the objector or of the registered society concerned, state a case for the opinion of the High Court on any question of law arising in the proceedings; and the decision of the High Court on a case stated under this subsection shall be final.

If, after notice has been given of a general meeting at which it is proposed to put a special resolution amalgamating or transferring the engagements of the society pursuant to section 83 or converting the society into a company pursuant to section 84, the meeting lapses for want of the quorum specified in the rules of the society, the committee or trustees of the society may apply to the Registrar to confirm the amalgamation, transfer, or conversion as if the special resolution had been properly passed.

Notice of every such application shall be published by the society in the Gazette, and in such newspaper or newspapers as the Registrar may require.

Objections in writing may be made to the Registrar, and for this purpose the provisions of section 85, with any necessary modifications, shall apply to the application as if it were a special resolution passed in respect of a friendly society and the date of publication of the application were the date the special resolution was received by the Registrar under subsection (3) of that section.

For the purposes of this Part,—

but no such amalgamation, transfer of engagements, or conversion shall take place unless in accordance with the rules of the society relating to such matters (if any) to which the branches belong and with the consent of the central body of the society.

No registered branch shall transfer its engagements to a company unless the society of which it is a branch and all other branches of that society also transfer their engagements to the same company at the same time.

Subject to subsection (2), a registered society may, by resolution, determine to become a branch of another registered society or of any registered branch of that other society.

A resolution under this section shall be passed in the same manner as if it were a special resolution specified under section 82(1) with the words “a majority” substituted for the words “75%” in both places where they occur in paragraph (b) of that subsection.

If the rules of the society do not comply with all the provisions of this Act in respect of the registration of branches, the meeting at which the resolution is passed may amend the rules so as to bring them into compliance with this Act.

Where a resolution under this section has been passed at a general meeting of a registered society, there shall be sent to the Registrar—

If the Registrar finds that the rules of a society, with or without any such amendment, comply with the provisions of this Part, he shall—

and until such registration the resolution shall not take effect.

Notwithstanding anything to the contrary in this Act, publication of a notice of any cancellation of registration under this section shall not be required.

The rules of a society which becomes a branch under this section shall, so far as they are not contrary to any express provision of this Part and subject to any amendment made under the preceding provisions of this section, continue in force as the rules of the branch until amended.

Subject to subsection (2), upon the application of—

or of his own volition in respect of any particular registered society or branch, the Registrar may—

Where an application is made under paragraph (a) or paragraph (b) of subsection (1) by a society having branches, the Registrar shall confer with the central body of the society before proceeding further with the application.

Where such an application is made by the requisite number of members, the following provisions shall apply:

Where acting under subsection (1) of his own volition, the Registrar may direct that all or any of the expenses of and incidental or preliminary to the investigation or meeting shall be defrayed out of the funds of the society, or by the members or officers, or former members or officers, of the society in such proportions as he may direct.

An inspector appointed under this section may examine or require the production of all or any accounting records or documents of the society or branch (and for that purpose the provisions of section 8 shall apply); and may examine on oath any of its officers, members, agents, and employees, and may administer an oath accordingly.

Notwithstanding anything in the rules of a society or branch, where a special meeting is called under this section—

If, after an investigation carried out or meeting held pursuant to section 89, or otherwise howsoever, it appears to the Registrar that it is in the best interests of members of the society or of the public that the society should be put into liquidation, then, unless the society has already been put into liquidation, the Registrar may apply to the High Court for the society to be put into liquidation in accordance with the Companies Act 1993 if the court thinks it just and equitable that this should be done.

The provisions of this section shall apply in relation to a branch of a registered society as they apply in relation to such a society.

Section 395A and Schedule 13 of the Companies Act 1993 (which establish a COVID-19 business debt hibernation regime) may apply to a society under clause 3 of that schedule.

This section is repealed on the close of 31 May 2022.

Subject to this section, the Registrar may, if he considers it expedient to do so in the interests of the members of a registered society or the public, give a direction forbidding the society to accept any new members or to enter into a new contract with any of its members.

Not less than 1 month before giving a direction under subsection (1) the Registrar shall give the society notice in writing that he proposes to do so, and shall set out in the notice his reasons for doing so.

The Registrar shall consider any representations with respect to a notice under subsection (2) which may be made to him by the society within such period (being not less than 1 month) as he may allow from the date on which the society is given the notice or such further period as he may allow, and, if the society so requests, shall afford it an opportunity of being heard by him within that period or further period.

Where the Registrar gives a direction under subsection (1) he shall give the society notice in writing of the direction setting out his reasons for doing so; but he shall not give such a direction unless all the reasons set out were those, or were among those, which were set out in the notice given to the society under subsection (2).

Notice of the giving of a direction under subsection (1) shall be published by the Registrar in the Gazette and in some newspaper in general circulation in the neighbourhood of the registered office of the society.

A direction given under this section may be revoked by the Registrar, and notice of the revocation shall be published in the same manner as notice of the giving of the direction.

A society may, within 1 month after the date of publication of a direction in the Gazette under subsection (5), appeal to the High Court against the whole or any part of the direction; but, until the appeal is determined, the direction shall have effect according to its tenor.

The provisions of this section shall apply in relation to a branch of a registered society as they apply in relation to such a society.

Subject to this section, the Registrar may suspend for any term not exceeding 3 months and may from time to time renew the suspension for any term not exceeding 3 months each time or may cancel the registration of a society or branch if he is satisfied—

Any cancellation or suspension of registration under this section shall be effected under the seal of the Registrar.

Before cancelling or suspending the registration of a society or branch under this section, the Registrar shall give to the society or, as the case may be, branch not less than 2 months’ notice in writing, specifying briefly the reasons for the proposed cancellation or suspension, except no notice need be given in the case of—

The Registrar shall consider any representations with respect to the proposed cancellation or suspension that may be made to him by the society or branch within the said period of 2 months or such further period as he may allow, and, if the society or branch so requests, shall afford it an opportunity of being heard by him within such period or further period allowed.

A notice of every such cancellation or every such suspension or renewal of suspension shall as soon as practicable be published in the Gazette and in some newspaper in general circulation in the neighbourhood of the registered office of the society or branch.

A society or branch may,—

A society or branch whose registration has been cancelled under this section, and every registered branch of any such society or branch, shall from the time of the cancellation (but subject to the right of appeal given under subsection (6)) be deemed to be no longer registered under this Act.

Such cancellation shall not relieve any society or branch, or any officer, from any liability previously incurred, and any such liability may be enforced as if the cancellation had not taken place.

A society whose registration has been suspended, and every registered branch thereof, shall during the period of suspension (but subject to the right of appeal given under subsection (6)) absolutely cease to enjoy as such the privileges of a registered society or branch, but shall for all other purposes be deemed to continue to be a duly registered society or branch.

Subject to this section, a registered society or branch may terminate or be dissolved in any of the following ways:

A society which has branches shall not be dissolved except with the consent of the central body of the society.

If any member of a registered friendly society or branch in respect of which an instrument of dissolution has been registered in accordance with section 94, or if any person claiming any relief, annuity, or other benefit from the funds of such a society or branch is dissatisfied with the provision made for satisfying his claim, he may within the period of 3 months referred to in subsection (6) of that section, make an application to any court of competent jurisdiction, and the court to which the application is made may hear and determine the matter.

For the purposes of subsection (3), the term court includes the Disputes Tribunal established under the Disputes Tribunal Act 1988.

If, as a result of the dissolution of any registered friendly society or branch, any annuity ceases or would cease to be paid or any contract for the payment of an annuity fails or would fail either in whole or in part, no payment shall be made out of the funds of the society or branch to the annuitant or person entitled to the benefit of the contract; but any sum which would otherwise have been paid to that person shall be applied in purchasing for the benefit of the annuitant an annuity (for a similar term and subject to similar conditions against surrender, commutation, or assignment) from any person lawfully carrying on a business in New Zealand of granting annuities on human life.

When a registered society or branch is terminated by an instrument of dissolution, the instrument shall set forth—

Alterations in the instrument of dissolution may be made with the consent in writing of not less than 75% of the members of the society or branch and also, in the case of a branch of a society or in the case of a society with branches, with the consent of the central body of the society.

A statutory declaration that the provisions of this Act have been complied with shall be made either by one of the trustees or by 3 adult members and the secretary of the society or branch, and shall be sent to the Registrar with the instrument of dissolution.

The instrument of dissolution and all alterations to it shall be registered in the manner, with any necessary modifications, provided by sections 23 to 25 for the registration of amendments of rules, and shall be binding upon all the members of the society or branch.

The instrument of dissolution shall not, in the case of a registered friendly society or branch, direct or contain any provision for a division or appropriation of the funds of the society or branch, or any part thereof, except for the purpose of carrying into effect the objects of the society or branch as declared in their rules, unless the claim of every member or person claiming any relief, annuity, or other benefit from the funds of the society or branch is first duly satisfied or adequate provision is made for satisfying those claims.

The Registrar shall, as soon as practicable, cause a notice of the dissolution to be advertised at the expense of the society or branch in the Gazette and in some newspaper in general circulation in the neighbourhood of the registered office of the society or branch; and unless—

the society or branch shall, subject to section 97, be legally dissolved from the date of the advertisement in the Gazette, and the requisite consents to the instrument of dissolution shall be deemed to have been duly obtained without proof of the signatures thereto.

On receipt of an application under this section relating to a registered society or branch and after giving not less than 1 month’s notice in writing to the society or branch, the Registrar may cause the affairs of the society or branch to be investigated.

An application under this section shall be made in writing under the hands of the like proportion or number of members as are required for the making of an application to appoint inspectors under section 89(1) and (2) and shall—

Subject to subsection (4) and, in the case of a society with branches, to the Registrar first conferring with the central body of the society, if upon an investigation under this section it appears that the funds of the society or branch are insufficient to meet the existing claims on them, or that the rates of contribution fixed in the rules of the society or branch are insufficient to cover the benefits assured to be given by the society or branch, the Registrar may, if he thinks fit, award that the society or branch be dissolved and its affairs wound up, and where such an award is made the Registrar shall direct in what manner the assets of the society or branch shall be divided or appropriated.

Where the Registrar makes an award under subsection (3), he may suspend its operation for such period as he thinks necessary to enable the society or branch to make such alterations and adjustments of contributions and benefits as will, in his judgment, prevent the necessity of the award of dissolution coming into operation; and where within that period the society makes such alterations and adjustments the Registrar may cancel the award.

The Registrar proceeding under this section shall have the same powers, enforceable by the same penalties, as he has in the case of a dispute referred to him under this Act.

Within 21 days after the making of an award of dissolution of a society or branch, the Registrar shall cause notice of the award of dissolution to be advertised in the Gazette and in some newspaper in general circulation in the neighbourhood of the registered office of the society or branch; and unless—

the society or branch shall, subject to section 97, be legally dissolved from the date of the advertisement in the Gazette, and the requisite consents to the application under this section shall be deemed to have been duly obtained without proof of the signatures thereto.

The expenses of every investigation and award under this section and of advertising every notice of dissolution shall be paid out of the funds of the society or branch before any other appropriation is made.

Every award under this section shall be final and conclusive on—

and every such award shall be enforced in the same manner as a decision on a dispute under this Act.

Where any person takes proceedings to set aside the dissolution of a society or branch, he shall give notice of the proceedings to the Registrar not later than the expiry of whichever of the following periods first expires:

Where an order is made setting aside the dissolution of a society or branch, the society or branch shall give notice of the order to the Registrar within 7 days after the order is made.

Where a registered society or branch amalgamates or transfers its engagements pursuant to section 83, converts to a company pursuant to section 84, or is to be dissolved in accordance with section 94 or section 95, the society shall not be dissolved, and the registration of the society shall not be cancelled, until there has been lodged with the Registrar a certificate signed by the liquidator or by the secretary or some other officer of the society approved by the Registrar that all property vested in the society has been duly conveyed or transferred by the society to the persons entitled.

No person, other than a credit union incorporated under this Part in accordance with section 100B, may trade or carry on business as a credit union.

For the purposes of subsection (1), to trade or carry on business as a credit union means—

Nothing in subsection (2)(c) shall apply to—

Section 98 shall not apply to—

Schedule 5 may, from time to time by the Governor-General by Order in Council, be amended by adding, omitting, or amending the name of any person.

No person to which, by virtue of subsection (1), section 98 does not apply shall use, in reference to itself, any name, title, or descriptive expression containing the words “credit union”, “money club”, “savings society”, or “loan society”, or any cognate term or any derivative of those words:

An order under subsection (2) is secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

Any 21 or more persons falling within subsection (2) may apply to the Registrar in accordance with section 100A for the incorporation of a credit union under this Part.

The persons referred to in subsection (1) are as follows:

An application under section 100 for the incorporation of a credit union must—

The credit union’s proposed rules must either—

Subsection (2) applies if an application is made under section 100 for the incorporation of a credit union and the Registrar is satisfied—

The Registrar must—

The credit union is, on and after the date of incorporation set out in the certificate of incorporation, a body corporate that has—

The credit union continues in existence until it is removed from the register under section 140.

The certificate of incorporation is conclusive evidence that—

If the Registrar refuses to act under subsection (2) in relation to an application, the applicants may, within 3 months after the date on which they are notified of the refusal, appeal against the refusal to the High Court.

If the refusal is overruled on appeal, then, subject to such terms and conditions as the court may impose or otherwise in pursuance of the court order, the Registrar must act under subsection (2) as soon as practicable.

A credit union is to operate, on the basis of this Act, for the mutual benefit and assistance of its members.

The objects of a credit union shall be—

For the purposes of this Act, a credit union has a common bond if the qualification for membership is—

For the purposes of subsection (1), a qualification can be objectively determined if it—