Port Companies Act 1988

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Version as at 30 November 2022

Port Companies Act 1988

Public Act		1988 No 91
Date of assent		29 April 1988
Commencement		see section 1(2)

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.

This Act is administered by the Ministry of Transport.

	Title
1	Short Title and commencement
2	Interpretation
2A	Special provisions where more than 1 regional council or territorial authority succeeds Harbour Board
3	Act to bind Crown
3A	Act is maritime Act
	Part 1 Port companies
4	Amendment of documents constituting port companies
4A	Harbour Board may hold securities in port company
5	Principal objective to be successful business
6	Directors of port companies
7	Shareholding of port companies
7A	Restrictions on holding equity securities
8	Statement of corporate intent
9	Contents of statement of corporate intent
10	Completion of statement of corporate intent
11	Modifications of statement of corporate intent
12	Obligation to make statement of corporate intent available
13	Circumstances in which statement of corporate intent not required
14	Power of Minister to direct certain provisions not to apply
15	Saving of certain transactions
16	Reports and financial statements
17	Protection from disclosure of sensitive information
18	Non-commercial activities
19	Auditor-General to be auditor of port companies and subsidiaries
20	Application of Act to related and associated companies
	Part 2 Establishment procedures
21	Establishment Units
22	Determination of port company plan and port related commercial undertakings to be transferred
23	Port related commercial undertakings to be transferred to port company
24	Abrogation of restrictions on transfer
25	Transfer of reserves
26	Modification of provisions of Public Works Act 1981
27	Effect of registration under Land Transfer Act 1952
28	Exclusion of Public Bodies Leases Act 1969
29	Liabilities in respect of port related commercial undertakings
30	Certain matters not affected by transfer of undertakings to port company
31	Consequential provisions on transfer of port related commercial undertakings to port company
32	Employment deemed to be continuous
33	Duty to act in furtherance of objects of Act
34	Supply of information
	Part 3 Miscellaneous provisions
35	Public availability of documents
36	Power of other persons to operate ports
37	Stamp duty exemption
38	Application of Income Tax Act 1976 and Goods and Services Tax Act 1985
39	Designations under district schemes [Repealed]
40	Special provision in relation to Gisborne, Greymouth, and Wanganui Harbour Boards
41	Repeal of New Zealand Ports Authority Act 1968
42	Transitional provision in respect of applications before Ports Authority
43	Amendment to Ministry of Transport Act 1968 [Repealed]
44	Repeals
45	Repeals taking effect on 1 October 1988
	Schedule 1 Specified Harbour Boards
	Schedule 2 Enactments repealed
	Schedule 3 Enactments repealed
	Schedule 4 Enactments repealed on 1 October 1988
	Notes

An Act to promote and improve efficiency, economy, and performance in the management and operation of the commercial aspects of ports and, to this end,—

(a)

to provide for the formation of port companies to carry out port related commercial activities and control the ownership thereof; and

(b)

to establish requirements concerning the accountability and ownership of such companies and the responsibilities of Harbour Boards; and

(c)

to repeal the New Zealand Ports Authority Act 1968 and certain other enactments relating to ports and harbours

1 Short Title and commencement

(1)

This Act may be cited as the Port Companies Act 1988.

(2)

Except as provided in section 45(2), this Act shall come into force on 1 May 1988.

2 Interpretation

(1)

In this Act, unless the context otherwise requires,—

council-controlled organisation means a council-controlled organisation within the meaning of the Local Government Act 2002

debt security has the same meaning as in section 8 of the Financial Markets Conduct Act 2013

directorate, in relation to any port company, means the board of directors of the port company

equity security has the same meaning as in section 8 of the Financial Markets Conduct Act 2013

financial statements, in relation to a port company, means—

(a)

group financial statements within the meaning of section 7 of the Financial Reporting Act 2013 for the group comprising the port company and its subsidiaries; or

(b)

if the port company does not have any subsidiaries, financial statements within the meaning of section 6 of the Financial Reporting Act 2013 for the port company

generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

Harbour Board means a Harbour Board specified in Schedule 1; and, in relation to any port company, means the Harbour Board in respect of whose port related commercial undertakings the port company is established

instrument—

(a)

includes—

(i)

any instrument of any form or kind that creates, evidences, modifies, or extinguishes rights, interests, or liabilities, or would do so if it or a copy of it were lodged, filed, or registered under any Act; and

(ii)

any judgment, order, or process of a court; but

(b)

does not include any Act of Parliament

liabilities means liabilities, debts, charges, duties, and obligations of every description (whether present or future, actual or contingent, and whether payable or to be observed or performed in New Zealand or elsewhere)

Minister means the Minister of Transport

port company means a company formed and registered under the Companies Act 1955 as a port company in accordance with section 4 (as in force before the commencement of the Company Law Reform (Transitional Provisions) Act 1994)

port company plan means a plan approved or determined by the Minister under section 22

port related commercial undertaking, in relation to any Harbour Board,—

(a)

means the property and rights of the Harbour Board that—

(i)

relate to the activities of commercial ships and other commercial vessels, and commercial hovercraft and commercial aircraft, or to the operation of facilities on a commercial basis for ships, vessels, hovercraft, and aircraft of any kind; or

(ii)

facilitate the shipping or unshipping of goods or passengers; and

(b)

without limiting the generality of paragraph (a), includes—

(i)

the provision by a Harbour Board of any building or facility wherever situated for use in connection with the handling, packing, or unpacking of goods for shipping or unshipping through any port; and

(ii)

items such as breakwaters and dredges and other items that, although they may not themselves be revenue producing and may have a number of purposes or uses, are nevertheless related to the operation of the port on a commercial basis; but

(c)

does not include any undertaking that is a statutory function or duty of the Harbour Board relating to safety or good navigation

property—

(a)

means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal; and

(b)

without limiting the generality of paragraph (a), includes—

(i)

choses in action and money; and

(ii)

goodwill; and

(iii)

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; and

(iv)

to the extent specified in the port company plan approved by the Minister under section 22, any right conferred by a designation under an operative district scheme applying to land transferred from the Harbour Board to the port company

regional council means a regional council within the meaning of the Local Government Act 2002

rights means all rights, powers, privileges, and immunities, whether actual, contingent, or prospective

subsidiary has the same meaning as in section 5 of the Companies Act 1993

territorial authority means a territorial authority within the meaning of the Local Government Act 2002.

(2)

Every reference in this Act to the expression Harbour Board shall be construed as including a reference to a regional council or a territorial authority to which any property, rights, liabilities, functions, duties, or powers of a Harbour Board have been transferred pursuant to any Order in Council made under section 36 of the Local Government Act 1974.

Section 2(1) council-controlled organisation: inserted, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 2(1) debt security: replaced, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) equity security: replaced, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) financial statements: inserted, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) generally accepted accounting practice: inserted, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) local authority trading enterprise: repealed, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 2(1) port company: substituted, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

Section 2(1) regional council: substituted, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 2(1) subsidiary: replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Section 2(1) territorial authority: substituted, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 2(2): added, on 31 August 1990, by section 2(4) of the Port Companies Amendment Act 1990 (1990 No 120).

2A Special provisions where more than 1 regional council or territorial authority succeeds Harbour Board

(1)

Where any functions and powers of a Harbour Board have been transferred to more than 1 regional council or territorial authority pursuant to an Order in Council made under section 36 of the Local Government Act 1974, the regional councils and territorial authorities shall determine by agreement between them which of them is to have the functions and powers of the Harbour Board under this Act.

(2)

Where any duties of a Harbour Board have been transferred to more than 1 regional council or territorial authority pursuant to an Order in Council made under section 36 of the Local Government Act 1974, then, except as provided in subsection (3), every duty of a Harbour Board under this Act shall be the duty of each of the regional councils and territorial authorities; but the regional councils and territorial authorities may determine by agreement between them which of them is to perform the duty.

(3)

Where any property, rights, or liabilities of a Harbour Board are vested in a regional council or territorial authority (or any combination of them) pursuant to any Order in Council made under section 36 of the Local Government Act 1974, every duty of the Harbour Board under this Act in respect of that property, right, or liability shall be the duty of the regional council or territorial authority (or combination of them) concerned.

(4)

Where regional councils and territorial authorities are unable to reach any agreement pursuant to subsection (1) or subsection (2), any of them may refer the matter to the Local Government Commission for determination.

Section 2A: inserted, on 31 August 1990, by section 3 of the Port Companies Amendment Act 1990 (1990 No 120).

3 Act to bind Crown

This Act shall bind the Crown.

3A Act is maritime Act

(1)

This Act is a maritime Act under section 2(1) of the Maritime Transport Act 1994.

(2)

This has the effect that transport instruments may be made for the purposes of this Act under section 452B of that Act.

(3)

This section is intended as a guide only and is not an exhaustive statement as to the effects of this Act being a maritime Act under that Act.

Section 3A: inserted, on 1 April 2021, by section 58(2) of the Regulatory Systems (Transport) Amendment Act 2021 (2021 No 9).

Part 1 Port companies

4 Amendment of documents constituting port companies

No amendment shall be made to the constitution of a port company at any time without the prior written approval of the Minister.

Section 4: substituted, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

Section 4: amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

4A Harbour Board may hold securities in port company

In addition to the equity securities issued to the Harbour Board on the incorporation of a port company, a Harbour Board may subscribe for or have issued to it other equity securities or debt securities issued by the port company.

Section 4A: inserted, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

5 Principal objective to be successful business

The principal objective of every port company shall be to operate as a successful business.

6 Directors of port companies

(1)

The constitution of every port company shall provide—

(a)

that there shall be no fewer than 6 directors of the port company; and

(b)

that not more than 2 members or employees of the Harbour Board or any other Harbour Board, territorial authority, regional council or united council that holds any equity securities in the company of any class that confer rights to vote at any meeting of the company may be directors of the port company.

(2)

Subject to subsection (1), the directors of each port company shall be persons who, in the opinion of those appointing them, will assist the port company to achieve its principal objective.

(3)

All decisions relating to the operation of the port company shall be made by or pursuant to the authority of the directorate of the company in accordance with the statement of corporate intent (if any).

(4)

For the avoidance of doubt it is hereby declared that no director of a port company is, by virtue of holding that office, a statutory officer within the meaning of the Local Government Official Information and Meetings Act 1987.

Compare: 1986 No 124 s 5

Section 6(1): amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Section 6(1): amended, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

Section 6(1)(b): amended, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

7 Shareholding of port companies

(1)

Harbour Boards, regional councils, and territorial authorities are hereby authorised to subscribe for, otherwise acquire, hold, or dispose of, equity securities in port companies.

(2)

Nothing in subsection (1) limits or prevents any other person from subscribing for, otherwise acquiring, holding, or disposing of, equity securities in port companies.

Section 7: substituted, on 31 August 1990, by section 4 of the Port Companies Amendment Act 1990 (1990 No 120).

7A Restrictions on holding equity securities

(1)

No port company shall have in its constitution any provision providing for the class of shares referred to in section 7(1) (as repealed by section 4 of the Port Companies Amendment Act 1990), or any provisions permitted by subsection (2) of that section (as so repealed).

(2)

Where a port company does not comply with subsection (1), the Minister may, in accordance with this section, make such alterations to the memorandum of association and articles of association or the constitution of the port company as the Minister considers appropriate in order to achieve the purpose of subsection (1).

(3)

The Minister shall give notice of all alterations to the port company and to every holder of equity securities in the company at the address of that person as shown in the share register of the company or otherwise known to the Minister.

(4)

The Minister shall specify a date, which shall be not earlier than 14 days after the sending of the last of the notices referred to in subsection (3), on which those alterations shall take effect.

(5)

Every alteration has effect as if it were an alteration to the constitution of the company made in accordance with the Companies Act 1993, and, for the purposes of that Act, the notice of the alteration given to the port company by the Minister under subsection (3) is deemed to be a special resolution of the port company concerned made on the date on which the last of the notices was sent under that subsection.

Section 7A: substituted, on 1 July 1994, by section 2 of the Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

Section 7A(1): amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Section 7A(5): replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

8 Statement of corporate intent

The directorate of every port company—

(a)

shall deliver to its shareholders; and

(b)

make available to the public,—

a draft statement of corporate intent not later than 1 month after the commencement of each financial year of the port company.

Compare: 1986 No 124 s 14(1)

9 Contents of statement of corporate intent

Each statement of corporate intent shall specify for the group comprising the port company and its subsidiaries (if any), and in respect of the financial year in which it is delivered and each of the immediately following 2 financial years, the following information:

(a)

the objectives of the group:

(b)

the nature and scope of the activities to be undertaken:

(c)

the ratio of consolidated shareholders’ funds to total assets, and definitions of those terms:

(d)

the accounting policies:

(e)

the performance targets and other measures by which the performance of the group may be judged in relation to its objectives:

(f)

an estimate of the amount or proportion of accumulated profits and capital reserves that is intended to be distributed to the shareholders:

(g)

the kind of information to be provided to the shareholders by the port company during the course of those financial years, including the information to be included in each half-yearly report:

(h)

the procedures to be followed before any member of the group subscribes for, purchases, or otherwise acquires shares in any company or other organisation:

(i)

any activities for which the directorate seeks compensation from the Harbour Board (whether or not the Harbour Board has agreed to provide such compensation):

(j)

the directorate’s estimate of the commercial value of the shareholders’ investment in the group and the manner in which, and the times at which, this value is to be reassessed:

(k)

such other matters as are agreed by the shareholders and the directorate.

Compare: 1986 No 124 s 14(2)

10 Completion of statement of corporate intent

The directorate shall consider any comments on the draft statement of corporate intent that are made to it within 2 months of the commencement of the financial year by the shareholders or any of them, and shall deliver the completed statement of corporate intent to the shareholders within 3 months of the commencement of the financial year.

Compare: 1986 No 124 s 14(3)

11 Modifications of statement of corporate intent

(1)

A statement of corporate intent for a port company may be modified at any time by written notice from the directorate of the port company, so long as the directorate has first—

(a)

given written notice to the shareholders of the proposed modification; and

(b)

considered any comments made on the proposed modification by the shareholders or any of them within—

(i)

1 month after the date on which the notice under paragraph (a) was given; or

(ii)

such shorter period as the shareholders may agree.

(2)

Notwithstanding any other provision of this Act or of the memorandum of association or articles of association of any port company, but subject to section 14, the shareholders may from time to time, by resolution, require the directorate of the port company to modify the statement of corporate intent for that company by including or omitting any provision or provisions of a kind referred to in paragraphs (a) to (h) of section 9; and any directorate to whom such a notice is given shall comply with the notice.

(3)

Before giving any notice under subsection (2), the shareholders shall—

(a)

have regard to sections 5 and 16; and

(b)

consult the directorate concerned as to the matters to be referred to in the notice.

Compare: 1986 No 124 s 14(4)

12 Obligation to make statement of corporate intent available

Every completed statement of corporate intent and every modification that is adopted to a statement of corporate intent shall be made available to the public by the directorate of the port company within 1 month after the date on which it is delivered to the shareholders or adopted, as the case may be.

13 Circumstances in which statement of corporate intent not required

Upon the quotation of the shares of a port company on a licensed market (within the meaning of section 6(1) of the Financial Markets Conduct Act 2013), the port company shall no longer be required to comply with sections 8 to 12 and the current statement of corporate intent shall cease to be of continuing effect.

Section 13: amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

14 Power of Minister to direct certain provisions not to apply

(1)

In any case where the Minister is satisfied that, on and from a specified date, at least 50% of the equity securities of the port company that confer rights to vote at a general meeting of the company will be held or beneficially owned by persons other than Harbour Boards, regional councils, territorial authorities, or council-controlled organisations, or a combination of them, the Minister may, by notice, direct that—

(a)

unless the port company otherwise elects, all of sections 4(2), 5, 6, 8 to 12, 16, 18, and 19 are not to apply in respect of that port company from that date; and

(b)

unless the company concerned otherwise elects, section 20 shall not apply to—

(i)

a company that is a related company to the port company; or

(ii)

a company that consists substantially of the same shareholders as the port company, or is under the control of the same persons,—

and any such direction may contain such transitional provisions as the Minister thinks fit.

(2)

In any case where not more than 49% of the equity securities of a port company that confer rights to vote at a general meeting of the port company are held or beneficially owned by persons other than Harbour Boards, regional councils, territorial authorities, or council-controlled organisations, or a combination of them, the Minister may, by notice,—

(a)

direct that the port company need not prepare a statement of corporate intent under sections 8 and 9; and

(b)

inform the company that it may regard its current statement of corporate intent as ceasing to be of continuing effect.

(3)

Any direction under this section may be revoked at any time by the Minister, by notice, if the Minister is satisfied that the circumstances that led to the giving of the direction no longer exist.

(4)

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

See secondary legislation made under this Act (if published on this website)

Legislation Act 2019 requirements for secondary legislation made under this section
Publication	The maker must publish it in the Gazette	LA19 ss 73, 74(1)(a), Sch 1 cl 14
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 14: substituted, on 31 August 1990, by section 6 of the Port Companies Amendment Act 1990 (1990 No 120).

Section 14(1): amended, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).

Section 14(1): amended, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 14(2): amended, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).

Section 14(2): amended, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

Section 14(3): amended, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).

Section 14(4): replaced, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).

15 Saving of certain transactions

A failure by a port company to comply with—

(a)

any provision of sections 5 to 12; or

(b)

any provision contained in any statement of corporate intent,—

shall not affect the validity or enforceability of any deed, agreement, right, or obligation entered into, obtained, or incurred by a port company.

Compare: 1986 No 124 s 21

16 Reports and financial statements

(1)

Within 2 months after the end of the first half of each financial year of a port company, the directorate of the port company shall deliver to the shareholders and the Minister a report of its operations during that half-year.

(2)

Each report required by subsection (1) shall include the information required by the statement of corporate intent to be included therein.

(3)

Within 3 months after the end of each financial year of a port company or such longer period as the Minister may allow, the directorate of the port company shall deliver to the shareholders and the Minister—

(a)

a report of the operations of the port company and those of its subsidiaries during that financial year; and

(b)

audited financial statements for that financial year prepared in accordance with generally accepted accounting practice; and

(c)

the auditor’s report on those financial statements.

(4)

Every report under subsection (3)(a) shall—

(a)

contain such information as is necessary to enable an informed assessment of the operations of the port company and its subsidiaries, including a comparison of the performance of the port company and subsidiaries with any relevant statement of corporate intent; and

(b)

state the maximum dividend (if any) recommended to be payable by the port company in respect of its equity securities (other than fixed interest securities) for the financial year to which the report relates.

Compare: 1986 No 124 ss 15, 16

Section 16 heading: amended, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 16(3)(b): replaced, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

17 Protection from disclosure of sensitive information

Nothing in this Act shall be construed as requiring the inclusion in any statement of corporate intent, annual report, financial statement, or half-yearly report required to be produced under this Act of any information that could be properly withheld if the Local Government Official Information and Meetings Act 1987 applied to port companies and a request for that information were made under that Act.

Compare: 1986 No 124 s 20

18 Non-commercial activities

(1)

Where the Harbour Board wishes the port company to provide or make available goods or services to assist the Harbour Board in the exercise of any statutory function, duty, or power, the Harbour Board and the port company shall enter into an agreement under which the port company will provide or make available the goods or services in return for the payment by the Harbour Board of the whole or part of the price thereof.

(2)

Where—

(a)

the Harbour Board wishes the port company to provide or make available goods or services to assist the Harbour Board in the exercise of any statutory function, duty, or power; and

(b)

the Harbour Board and the port company cannot agree as to—

(i)

the provision or making available of the goods or services; or

(ii)

the conditions on which the goods or services are to be provided or made available,—

the matter shall be referred to arbitration under the Arbitration Act 1908 with 1 arbitrator to be appointed by each party and an umpire to be appointed by those arbitrators before entering upon their reference.

(3)

This section applies to a Harbour Board that is a regional council or a territorial authority only in relation to statutory functions, duties, or powers transferred from a Harbour Board specified in Schedule 1 to that regional council or territorial authority pursuant to an Order in Council made under section 36 of the Local Government Act 1974.

Compare: 1986 No 124 s 7

Section 18(3): added, on 31 August 1990, by section 7 of the Port Companies Amendment Act 1990 (1990 No 120).

19 Auditor-General to be auditor of port companies and subsidiaries

Despite sections 207P to 207V of the Companies Act 1993, every port company and every subsidiary of every port company is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.

Section 19: substituted, on 1 July 2001, by section 53 of the Public Audit Act 2001 (2001 No 10).

Section 19: amended, on 1 April 2014, by section 126 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

20 Application of Act to related and associated companies

(1)

Subject to subsection (2), sections 4, 5, 6, 7, 15, and 18 shall apply to every company that is—

(a)

a related company (as defined in section 2(3) of the Companies Act 1993) to a port company; or

(b)

a company that consists substantially of the same shareholders as the port company, or is under the control of the same persons—

as if that company were a port company within the meaning of this Act.

(2)

Nothing in subsection (1) applies in relation to a company that the Minister notifies in writing is exempt from the provisions of that subsection.

(3)

The Minister shall not exempt a company from the application of subsection (1) unless the Minister is satisfied that the company does not carry on activities that if carried on by a Harbour Board would constitute a port-related commercial undertaking or would otherwise be likely to be carried on by a port company.

Section 20: substituted, on 31 August 1990, by section 8 of the Port Companies Amendment Act 1990 (1990 No 120).

Section 20(1): amended, on 30 November 2022, by section 88 of the Statutes Amendment Act 2022 (2022 No 75).

Section 20(1)(a): replaced, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Part 2 Establishment procedures

21 Establishment Units

(1)

Every Harbour Board shall, not later than 1 June 1988 or such later date as the Minister in any particular case may allow, constitute and adequately fund an Establishment Unit, which shall comprise such persons as the Harbour Board considers appropriate, having regard to the functions of the Establishment Unit.

(2)

The function of each Establishment Unit shall be to prepare and agree upon a port company plan with the Harbour Board, and, in so doing,—

(a)

to identify the port related commercial undertakings of the Harbour Board:

(b)

to value those undertakings:

(c)

to determine the price that should be paid by the port company for those undertakings and the extent to which the price should be met by the issue of equity securities and debt securities to the Harbour Board from which the undertakings are to be transferred:

(d)

to prepare in draft form a memorandum of association, articles of association, and statement of corporate intent for the port company:

(e)

to determine the best manner in which, and time within which, the port related commercial undertakings of the Harbour Board should be transferred to the port company:

(f)

to determine a fair and equitable system for the transfer of appropriate employees from the Harbour Board to the port company (but without making determinations in respect of individual employees):

(g)

to determine the responsibilities to be met and equipment and facilities to be provided by the Harbour Board or the port company or both in respect of the Marine Pollution Act 1974:

(h)

such other functions as are conferred upon it by this Act or as are necessary for the proper establishment of an efficient port company.

(3)

In the exercise of its function under subsection (2), the Establishment Unit shall seek the views of the Department of Conservation as to any relevant conservation matters.

(4)

The Establishment Unit shall report on the matters specified in subsection (2) to the Harbour Board and make the report available to the public not later than 1 July 1988 or such later date as the Minister in any particular case may allow, and shall similarly make available any subsequent reports of the Establishment Unit on those matters.

(5)

The Local Government Official Information and Meetings Act 1987 shall apply in respect of every Establishment Unit as if it were a Harbour Board.

(6)

Each Harbour Board is hereby authorised, and deemed always to have been authorised, to constitute, reconstitute, fund, and, after the approval of the port company plan, to dissolve, an Establishment Unit.

(7)

Where any Harbour Board has not constituted an Establishment Unit within the time required by this section, the Minister may constitute an Establishment Unit in respect of that Harbour Board, and determine the funding to be provided by the Harbour Board in respect of the Establishment Unit.

22 Determination of port company plan and port related commercial undertakings to be transferred

(1)

The Harbour Board and the Establishment Unit shall each use their best endeavours to agree upon the matters specified in section 21(2).

(2)

Not later than 1 August 1988 or such later date as the Minister in any particular case may allow, the Harbour Board and the Establishment Unit shall report to the Minister as to the extent of their agreement and any disagreement relating to—

(a)

the identification and valuation of the port related commercial undertakings of the Harbour Board:

(b)

the price that should be paid by the port company for those undertakings and the extent to which the price is to be met by the issue of equity securities and debt securities to the Harbour Board:

(c)

the debt securities required to be issued by section 29:

(d)

the manner in which and time within which the port related commercial undertakings of the Harbour Board are to be transferred to the port company:

(e)

the system for the transfer of appropriate employees from the Harbour Board to the port company (but without making determinations in respect of individual employees):

(f)

the responsibilities to be met and equipment and facilities to be provided by the Harbour Board or the port company or both in respect of the Marine Pollution Act 1974:

(g)

any other matter within the functions of the Establishment Unit—

and in each case shall give full details.

(3)

Where there is disagreement on any matter referred to in subsection (2),—

(a)

the Harbour Board and the Establishment Unit shall report separately to the Minister and to each other setting out all the matters that each considers relevant and the solution proposed by each; and

(b)

the disagreement shall be resolved by the written determination of the Minister.

(4)

Notwithstanding that the Harbour Board and the Establishment Unit may have agreed on any matter referred to in subsection (2), the Minister may determine the matter on a different basis if the Minister is satisfied that, having regard to the interests of the Harbour Board and the port company, and, if appropriate, the interests of other Harbour Boards and port companies, it is fair and equitable to do so, and, in so doing, the Minister may exclude from the port company plan any port related commercial undertaking that the Minister does not consider ought to be transferred to the port company or vary the manner in which any undertaking is to be transferred to the port company.

(5)

Before making any determination under subsection (4), the Minister shall advise the Harbour Board and the Establishment Unit of the Minister’s intention to do so, and give a reasonable opportunity for each to make submissions on the matter.

(6)

Where any matter is to be determined by the Minister under subsection (3) or subsection (4), the Minister may, instead of determining the matter personally, direct that the matter be determined by arbitration or in some other manner, and, where the Minister so directs in relation to a matter to be determined under subsection (4), the provisions of subsection (5) shall apply in relation to the persons directed to make the determination as if those persons were the Minister.

(7)

Where any matter is not included in a port company plan and the Minister considers that it should be so included, the Minister may direct the Harbour Board and the Establishment Unit to consider the matter and report to the Minister concerning its inclusion in the port company plan.

(8)

The Minister may, on the application of a Harbour Board, Establishment Unit, or port company, and after consultation with such of them as the Minister considers appropriate, amend any approved port company plan.

(9)

The Minister may, on the application of a Harbour Board, made with the approval of the Establishment Unit or port company, include in any port company plan, as part of the approval of the plan or by way of amendment to an approved port company plan, any undertaking of the Harbour Board, notwithstanding that it is not a port related commercial undertaking.

(10)

Where any undertaking is included in a port company plan pursuant to subsection (9), this Act shall apply in all respects as if that undertaking were a port related commercial undertaking.

(11)

No port company plan shall be put into effect until it has been approved by the Minister; and every port company plan shall be put into effect in the form approved by the Minister. The Minister may grant approval of part of a port company plan if the Minister considers it appropriate, and this Act shall apply to that part as if it were a port company plan.

23 Port related commercial undertakings to be transferred to port company

(1)

The port related commercial undertakings of each Harbour Board that are to be transferred to a port company in accordance with the port company plan shall be transferred as soon as practicable after the plan has been approved by the Minister under section 22.

(2)

Where the port company plan so provides, the Harbour Board may grant to the port company leases, licences, easements, permits, or rights of any kind in relation to the port related commercial undertakings of the Harbour Board for such consideration and on such terms and conditions as are provided for or contemplated by the port company plan.

(3)

Property that is fixed to, or under or over, any land may be transferred to a port company pursuant to this Act whether or not any interest in the land is also transferred. Where any such property is so transferred, the property and the land shall be regarded as separate property each capable of separate ownership.

(4)

Any port related commercial undertaking of a Harbour Board may be transferred to a port company pursuant to this Act whether or not any Act or agreement relating to the undertaking prohibits any such transfer or requires any consent to or in any way restricts any such transfer.

Compare: 1986 No 124 s 23(3), (4)

24 Abrogation of restrictions on transfer

(1)

No provision in any other Act or in any instrument—

(a)

limiting the Harbour Board’s right to sell or dispose of any property to any person; or

(b)

prohibiting the sale or disposition of any property to any person; or

(c)

determining the consideration for the sale of any property; or

(d)

obliging the Harbour Board to account to any person for the whole or part of the proceeds of sale by the Harbour Board of any property; or

(e)

obliging the Harbour Board to pay a greater price than otherwise by reason of or as a consequence of the sale of any property to third parties,—

shall have any application or effect in respect of any agreement or transfer entered into or effected pursuant to or under this Act.

(2)

Nothing in this section shall apply in respect of the sale of any area to which section 150 of the Harbours Act 1950 applies; but any such area may be leased to a port company by a Harbour Board for a period not exceeding 21 years, and sections 150 to 155 of the Harbours Act 1950 shall not apply in respect of any such lease.

Compare: 1986 No 124 s 23(6)

25 Transfer of reserves

Any land that is subject to the Reserves Act 1977 and is identified in an approved port company plan as being all or part of a port related commercial undertaking may be transferred to a port company pursuant to this Act as if it were not subject to the Reserves Act 1977 and shall cease to be subject to that Act from the registration of the transfer.

26 Modification of provisions of Public Works Act 1981

Nothing in sections 40 to 42 of the Public Works Act 1981 shall apply to the transfer of land to a port company pursuant to this Act, but sections 40 and 41 of that Act shall, after the transfer, apply to that land as if the port company were a Harbour Board and the land had not been transferred pursuant to this Act.

Compare: 1986 No 124 s 24(4)

27 Effect of registration under Land Transfer Act 1952

(1)

On registration under the Land Transfer Act 1952 of a memorandum of transfer to a port company pursuant to a port company plan of land formerly vested in a Harbour Board in fee simple or held by it on lease—

(a)

the land shall vest in the port company for an estate in fee simple or be held by it on lease, as the case may require, subject to all leases, licences, easements, liens, and encumbrances existing in respect of the land immediately before the registration of the memorandum of transfer but otherwise freed and discharged from all trusts, reservations, and restrictions then affecting the land (other than the reservations and restrictions imposed by section 8 of the Mining Act 1971 and section 5 of the Coal Mines Act 1979); and

(b)

such of the land which previously was vested in the Harbour Board as an endowment shall be deemed to be no longer set apart as an endowment.

(2)

The District Land Registrar for the district is authorised and directed on receipt for registration of a transfer to a port company and on completion of such surveys and deposit of such plans as the District Land Registrar may require, to issue such certificates of title and make such entries in the register and do all such things as may be necessary to implement sections 23 to 26.

28 Exclusion of Public Bodies Leases Act 1969

Notwithstanding section 144 of the Harbours Act 1950, nothing in the Public Bodies Leases Act 1969 shall apply to any lease granted by a Harbour Board to a port company pursuant to a port company plan before 1 October 1989 or such later date as the Minister in any particular case may allow.

29 Liabilities in respect of port related commercial undertakings

(1)

Where any port related commercial undertaking is to be transferred to a port company, the Establishment Unit shall identify the liabilities of the Harbour Board that relate to that undertaking.

(2)

The liabilities so identified shall remain liabilities of the Harbour Board except to the extent of any written agreement to the contrary between—

(a)

the Harbour Board; and

(b)

the Establishment Unit or port company; and

(c)

the person or persons to whom the liability is owed; and

(d)

any guarantor of the liability.

(3)

No such agreement shall be of any effect until it has been included in an approved port company plan.

(4)

The port company plan shall include provision for such debt securities to be issued by the port company to the Harbour Board as will ensure that the Harbour Board receives from the port company funds sufficient to meet the liabilities that it is to retain and that relate to the port related commercial undertakings to be transferred to the port company.

(5)

The Minister may, by notice in the Gazette, direct that the port company plan of the Taranaki Harbours Board, or the Taranaki Regional Council or any territorial authority as the successor to the obligations of that Board, as the case may be, to the extent specified in the notice, is not required to comply with the requirements of subsection (4). Any such direction shall have effect according to its tenor.

Section 29(5): added, on 31 August 1990, by section 9 of the Port Companies Amendment Act 1990 (1990 No 120).

30 Certain matters not affected by transfer of undertakings to port company

No transfer of any port related commercial undertaking of a Harbour Board to a port company pursuant to a port company plan approved by the Minister under section 22—

(a)

shall be regarded as placing the Harbour Board, or the port company, or any other person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong; or

(b)

shall be regarded as giving rise to a right for any person to terminate or cancel any contract or arrangement or to accelerate the performance of any obligation; or

(c)

shall be regarded as placing the Harbour Board, or the port company, or any other person in breach of any enactment or rule of law or contractual provision prohibiting, restricting, or regulating the assignment or transfer of any property or the disclosure of any information; or

(d)

shall release any surety wholly or in part from all or any obligation; or

(e)

shall invalidate or discharge any contract or security.

Compare: 1986 No 129 s 6(g)

31 Consequential provisions on transfer of port related commercial undertakings to port company

(1)

Where any port related commercial undertaking is transferred from a Harbour Board to a port company pursuant to a port company plan, thenceforth—

(a)

a reference (express or implied) to the Harbour Board in any Act or instrument relating to the port related commercial undertaking shall be read and construed as a reference to the port company:

(b)

all contracts, agreements, conveyances, deeds, leases, licences, and other instruments, undertakings, and notices, (whether or not in writing) relating to the port commercial undertaking, entered into by, made with, given to or by, or addressed to the Harbour Board (whether alone or with any other person) subsisting immediately before the transfer shall, to the extent that they were previously binding on and enforceable by, against, or in favour of the Harbour Board, be binding on and enforceable by, against, or in favour of the port company as fully and effectually in every respect as if, instead of the Harbour Board, the port company had been the person by whom they were entered into, with whom they were made or to or by whom they were given or addressed, as the case may be.

(2)

For the purposes of this section, an Act, instrument, contract, agreement, conveyance, deed, lease, licence, or other instrument or undertaking or notice shall be deemed to be related to the port related commercial undertaking if it is identified or referred to as being so related in the port company plan or acknowledged by both the Harbour Board and the port company as being so related.

(3)

Nothing in this section shall apply in respect of the liabilities of the Harbour Board in relation to any port related commercial undertaking except as may be necessary to give effect to any agreement referred to in section 29(2).

Compare: 1986 No 129 s 6(a), (b)

32 Employment deemed to be continuous

Where any person who is an employee of the Harbour Board becomes an employee of the port company pursuant to or as contemplated by an approved port company plan—

(a)

for the purposes of every enactment, law, award, determination, contract, and agreement relating to the employment of each such employee, the contract of employment of that employee shall be deemed to have been unbroken and the period of service with the Harbour Board shall be deemed to have been a period of service with the company:

(b)

the terms and conditions of employment of each such employee shall, until varied, be identical with the terms and conditions of that employee’s employment with the Harbour Board immediately before that employment ceases:

(c)

no such employee shall be entitled to receive any payment or other benefit by reason of that employee ceasing to be an employee of the Harbour Board.

33 Duty to act in furtherance of objects of Act

(1)

Every Harbour Board shall at all times do everything in its power to achieve the objectives of this Act and for that purpose, but without limitation, shall do everything in its power—

(a)

to preserve and maintain all port related commercial undertakings of the Harbour Board pending the transfer of those undertakings to the port company:

(b)

to assist the Establishment Unit in the exercise of its functions:

(c)

to enable the port company to assume the undertakings that are to be transferred to it:

(d)

to assist in the transfer of employees to the port company.

(2)

No Harbour Board shall, without the prior written consent of the Minister,—

(a)

dispose of or charge any of its undertakings:

(b)

borrow any money (whether on overdraft or otherwise):

(c)

enter into or grant any lease, licence, concession or other franchise agreement or arrangement of more than 12 months’ duration relating to any of its undertakings:

(d)

extend the term of any lease, licence, concession or other franchise agreement or arrangement relating to any of its undertakings for a period exceeding 12 months.

(3)

Nothing in subsection (2) shall apply in respect of—

(a)

any action taken by the Wellington Harbour Board pursuant to the Wellington Harbour Board and Wellington City Council Vesting and Empowering Act 1987:

(b)

any undertaking or class of undertaking that the Minister has informed the Harbour Board in writing is not to be subject to this section.

(4)

The Minister shall, upon being satisfied that all the undertakings of the Harbour Board that are to be transferred to the port company have been so transferred, advise the Board in writing that the consent of the Minister to any action referred to in subsection (2) is no longer required.

Section 33(2)(b): substituted, on 1 July 2003, by section 262 of the Local Government Act 2002 (2002 No 84).

34 Supply of information

The Minister and the Establishment Unit each may, from time to time, for the purposes of this Act, require the Harbour Board to make available to the Minister or the Establishment Unit, as the case may be, information in its possession or over which it has control relating to its undertakings, operations, and procedures; and the Harbour Board shall make that information available in a form in which it may be readily understood.

Part 3 Miscellaneous provisions

35 Public availability of documents

Where any Harbour Board or port company is required under this Act to make any document available to the public, it shall—

(a)

make sufficient copies of that document available for public inspection, free of charge; and

(b)

make sufficient copies of that document available for purchase at a reasonable price during normal office hours at the principal office of the Harbour Board or port company, or both, as the case may require; and

(c)

notify by advertisement in a newspaper circulating in every district of a local authority whose electors are electors of the Harbour Board to which or to whose port company the document relates, the fact that copies are so available.

36 Power of other persons to operate ports

(1)

Nothing in this Act shall prevent any person operating any port, whether as a private facility or as a publicly available facility.

(2)

Notwithstanding subsection (1), no Harbour Board shall operate any port related commercial undertaking at any port without the consent of the Minister, which may be conditional and which shall be given only if the Minister is satisfied that at the time of giving the consent there is no port company or other person willing and able to operate the undertaking.

(3)

For the purposes of subsection (2), in determining whether or not any port company or other person is able to operate any port related commercial undertaking the Minister shall be entitled to assume that the Harbour Board will make available to that port company or other person on a reasonable commercial basis any part of the undertaking of the Harbour Board that reasonably ought to be made available by the Harbour Board to the port company or other person if the Minister were to decline to give consent under subsection (2).

(4)

Without prejudice to any other remedies available against any Harbour Board or its members, or against any other body or person, in respect of any contravention of subsection (2), or in respect of any failure to comply with any condition to which any consent under that subsection is for the time being subject, the provisions of subsection (2) and of that condition shall be enforceable by civil proceedings by the Attorney-General for an injunction or for any other appropriate relief.

37 Stamp duty exemption

No stamp duty shall be payable under the Stamp and Cheque Duties Act 1971 in respect of any instrument of conveyance of property from a Harbour Board to a port company or any lease between those parties which, in each case, is executed pursuant to a port company plan and which is so executed before 1 October 1989, or such later date in any particular case as the Minister, after consultation with the Minister of Finance, may allow.

38 Application of Income Tax Act 1976 and Goods and Services Tax Act 1985

(1)

Nothing in section 67, section 117, or section 129 of the Income Tax Act 1976 shall apply in respect of any land or asset disposed of by a Harbour Board to a port company pursuant to a port company plan before 1 October 1989, or such later date in any particular case as the Minister, after consultation with the Minister of Finance, may allow.

(2)

For the purposes of the application of the Income Tax Act 1976 in relation to any property transferred to a port company pursuant to a port company plan before 1 October 1989, or such later date in any particular case as the Minister, after consultation with the Minister of Finance, may allow, the property shall be deemed to have been acquired by the port company at the price attributed to that property in the port company plan, and nothing in section 111 of the Income Tax Act 1976 shall apply in respect of any such property.

(2A)

Subject to subsection (2D), except where subsection (2B) or subsection (2C) applies, for the purposes of section 188 of the Income Tax Act 1976 any loss incurred by a Harbour Board, in relation to a port related commercial undertaking before or after that undertaking is transferred to a port company shall be deemed to have been incurred by that port company.

(2B)

Subject to subsection (2D), where, at any time on or after 1 November 1989, port related commercial undertakings in respect of any port are carried on by a port operator, for the purposes of section 188 of the Income Tax Act 1976 any loss incurred by a Harbour Board in relation to port related commercial undertakings at that port prior to 1 November 1989 shall be deemed to have been incurred by the port operator.

(2C)

Subject to subsection (2D), where any port related commercial undertakings carried on by a port operator are subsequently transferred to a port company, for the purposes of section 188 of the Income Tax Act 1976 any loss incurred by the port operator in respect of those undertakings shall be deemed to have been incurred by the port company.

(2D)

Subsections (2A), (2B), and (2C) shall not apply to any loss that results from the transfer of property—

(a)

from a Harbour Board to a port company that operates at the same port; or

(b)

from a Harbour Board to a port operator that operates at the same port; or

(c)

from a port operator to a port company that operates at the same port.

(3)

For the purposes of the Goods and Services Tax Act 1985, every transfer of an undertaking from a Harbour Board to a port company pursuant to a port company plan before 1 October 1989, or such later date in any particular case as the Minister, after consultation with the Minister of Finance, may allow, shall be deemed to be the transfer of a part of a taxable activity as a going concern that is capable of separate operation.

(4)

For the purposes of this section,—

(a)

the term port operator means any local authority (as defined in section YA 1 of the Income Tax Act 2007) which operates a port related commercial undertaking; but does not include a port company or a local authority (as so defined) to the extent that it operates a port related commercial undertaking through a port company; and

(b)

in relation to a port operator, the definition of the term port related commercial undertaking in section 2 shall apply as if the references in that definition to a Harbour Board were references to the port operator.

Section 38(2A): inserted, on 28 March 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 14(1) of the Income Tax Amendment Act 1990 (1990 No 24).

Section 38(2A): amended, on 1 August 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 62(1) of the Income Tax Amendment Act (No 2) 1990 (1990 No 63).

Section 38(2B): inserted, on 28 March 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 14(1) of the Income Tax Amendment Act 1990 (1990 No 24).

Section 38(2C): inserted, on 28 March 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 14(1) of the Income Tax Amendment Act 1990 (1990 No 24).

Section 38(2D): inserted, on 28 March 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 14(1) of the Income Tax Amendment Act 1990 (1990 No 24).

Section 38(2D)(a): substituted, on 1 August 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 62(2) of the Income Tax Amendment Act (No 2) 1990 (1990 No 63).

Section 38(2D)(b): substituted, on 1 August 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 62(2) of the Income Tax Amendment Act (No 2) 1990 (1990 No 63).

Section 38(2D)(c): substituted, on 1 August 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 62(2) of the Income Tax Amendment Act (No 2) 1990 (1990 No 63).

Section 38(4): added, on 28 March 1990 (applying with respect to the tax on income derived in the income year commencing on 1 April 1988 and in every subsequent year), by section 14(2) of the Income Tax Amendment Act 1990 (1990 No 24).

Section 38(4)(a): amended, on 1 April 2008 (effective for 2008–09 income year and later income years, except when the context requires otherwise), by section ZA 2(1) of the Income Tax Act 2007 (2007 No 97).

39 Designations under district schemes

[Repealed]

Section 39: repealed on 7 July 1993, by section 2 of the Port Companies Amendment Act 1993 (1993 No 64).

40 Special provision in relation to Gisborne, Greymouth, and Wanganui Harbour Boards

(1)

This section applies to—

(a)

the Gisborne Harbour Board; and

(b)

the Greymouth Harbour Board.

(c)

[Repealed]

(2)

Each Harbour Board to which this section applies shall forthwith conduct a review of its operations and finances to determine, not later than 1 June 1988 or such later date as the Minister in any particular case may allow, whether or not it is appropriate that its port related commercial undertakings should be transferred to a port company.

(3)

Where a Harbour Board to which this section applies resolves that it is appropriate that its port related commercial undertakings be transferred to a port company, it shall forthwith advise the Minister accordingly, together with details supporting the reasons for that view and, unless the Minister, within 21 days after receiving that advice, requests the Local Government Commission to issue a proposal under subsection (5), the provisions of this Act shall apply in respect of that Harbour Board in the same manner as if that Harbour Board were a Harbour Board specified in Schedule 1.

(4)

Where a Harbour Board to which this section applies resolves that it is not appropriate that its port related commercial undertakings should be transferred to a port company, the Harbour Board shall forthwith request the Local Government Commission to issue a proposal under subsection (5).

(5)

The Local Government Commission shall, as soon as practicable after receiving a request under subsection (3) or subsection (4), issue a proposal for the dissolution or abolition of the Harbour Board and the transfer of all the functions of the Harbour Board to another local authority or local authorities.

(6)

When issuing a proposal under subsection (5), the Local Government Commission—

(a)

shall give such public notice of that proposal as it considers appropriate; and

(b)

shall invite interested persons and organisations to make submissions on the proposal within 2 months after the first public notice of the proposal.

(7)

The Local Government Commission shall, as soon as practicable, consider all such submissions and may make such further inquiries as it considers necessary or desirable.

(8)

The Local Government Commission shall, as soon as practicable after the submissions on the proposal have been considered and any further inquiries have been made, approve the proposal as publicly notified or as modified as a result of the consideration of the submissions or the Commission’s further inquiries.

(9)

The proposal, as approved by the Commission,—

(a)

shall be issued as a determination of the Commission; and

(b)

shall be submitted to the Minister of Transport; and

(c)

shall be made available by the Minister of Transport to the public.

(10)

Every determination issued under subsection (5) shall be given effect to by Order in Council, and the provisions of Part 1 of the Local Government Act 1974 shall apply in respect of every such Order in Council as if it had been made pursuant to that Part.

(11)

Subsections (1) and (2) of section 35, and sections 37C and 37F of the Local Government Act 1974 shall apply, with any necessary modifications, to any proposal or determination for the dissolution or abolition of a Harbour Board issued under this section as if the proposal or determination were a reorganisation scheme.

Section 40(1)(b): amended, on 1 July 1988, by section 10(a) of the Wanganui Harbour Act 1988 (1988 No 1 (L)).

Section 40(1)(c): repealed, on 1 July 1988, by section 10(b) of the Wanganui Harbour Act 1988 (1988 No 1 (L)).

41 Repeal of New Zealand Ports Authority Act 1968

(1)

The New Zealand Ports Authority Act 1968 is hereby repealed.

(2)

The enactments specified in Schedule 2 are hereby repealed.

(3)

Every member of the New Zealand Ports Authority shall vacate office as from the commencement of 1 May 1988; and no such member shall be entitled to any compensation in respect of loss of office.

42 Transitional provision in respect of applications before Ports Authority

Where, at the commencement of this Act, any application is before the New Zealand Ports Authority for its approval under section 13 of the New Zealand Ports Authority Act 1968, the application shall lapse; but the application may, if appropriate, be made to the Minister under section 55A of the Harbours Act 1950.

43 Amendment to Ministry of Transport Act 1968

[Repealed]

Section 43: repealed, on 1 September 1990, by section 5(2)(i) of the Ministry of Transport Act Repeal Act 1990 (1990 No 101).

44 Repeals

The enactments specified in Schedule 3 are hereby repealed.

45 Repeals taking effect on 1 October 1988

(1)

The enactments specified in Schedule 4 are hereby repealed.

(2)

This section and Schedule 4 shall come into force on 1 October 1988.

Schedule 1 Specified Harbour Boards

s 2

Auckland Harbour Board

Bay of Plenty Harbour Board

Hawke’s Bay Harbour Board

Lyttelton Harbour Board

Marlborough Harbour Board

Nelson Harbour Board

Northland Harbour Board

Otago Harbour Board

Southland Harbour Board

Taranaki Harbours Board

Timaru Harbour Board

Wellington Harbour Board

Schedule 2 Enactments repealed

s 41(2)

Ministry of Transport Act 1968 (1968 No 39) (RS Vol 18, p 531)

Amendment(s) incorporated in the Act(s).

Ministry of Transport Amendment Act 1972 (1972 No 4) (RS Vol 18, p 549)

Amendment(s) incorporated in the Act(s).

New Zealand Ports Authority Amendment Act 1969 (1969 No 100) (RS Vol 17, p 535)

New Zealand Ports Authority Amendment Act 1970 (1970 No 95) (RS Vol 17, p 535)

New Zealand Ports Authority Amendment Act 1978 (1978 No 12) (RS Vol 17, p 535)

Official Information Act 1982 (1982 No 156) (RS Vol 21)

Amendment(s) incorporated in the Act(s).

Schedule 3 Enactments repealed

s 44

Bluff Harbour Foreshore Reclamation Act 1882 (1882 No 26 (L))

Bluff Harbour Foreshore Reclamation and Leasing and Borrowing Act 1902 (1902 No 28 (L))

Bluff Harbour Improvements Act 1915 (1915 No 10 (L))

Bluff Harbour Improvement Act 1952 (1952 No 14 (L))

Amendment(s) incorporated in the Act(s).

Bluff Harbour Reclamation and Leasing and Empowering Act 1929 (1929 No 7 (L))

Amendment(s) incorporated in the Act(s).

Local Legislation Act 1931 (1931 No 43)

Amendment(s) incorporated in the Act(s).

New Zealand Portland Cement Company (Limited) Reclamation and Empowering Act 1910 (1910 No 8 (L))

Southland Harbour Board Act 1958 (1958 No 6 (L))

Amendment(s) incorporated in the Act(s).

Southland Harbour Board Empowering Act 1897 (1897 No 13 (L))

Southland Harbour Board Empowering Act 1909 (1909 No 37 (L))

Southland Harbour Board Empowering Act 1913 (1913 No 6 (L))

Southland Harbour Board Empowering Act 1949 (1949 No 3 (L))

Southland Harbour Board Empowering Act 1961 (1961 No 4 (L))

Southland Harbour Board Empowering Act (No 2) 1961 (1961 No 14 (L))

Southland Harbour Board Empowering Act 1965 (1965 No 5 (L))

Timaru Harbour Board Loan and Empowering Act 1959 (1959 No 12 (L))

Amendment(s) incorporated in the Act(s).

Schedule 4 Enactments repealed on 1 October 1988

s 45

Bay of Plenty Harbour Board Loan and Empowering Act 1959 (1959 No 16 (L))

Amendment(s) incorporated in the Act(s).

Lyttelton Harbour Board Loan and Empowering Act 1955 (1955 No 5 (L))

Amendment(s) incorporated in the Act(s).

Southland Harbour Board Act 1958 (1958 No 6 (L))

Amendment(s) incorporated in the Act(s).

Taranaki Harbours Board Empowering Amendment Act 1956 (1956 No 4 (L))

Amendment(s) incorporated in the Act(s).

Timaru Harbour Board Loan and Empowering Act 1959 (1959 No 12 (L))

Amendment(s) incorporated in the Act(s).

Timaru Harbour Board Loan and Empowering Act 1966 (1966 No 16 (L))

Amendment(s) incorporated in the Act(s).

Wellington Harbour Board Loan and Empowering Act 1967 (1967 No 15 (L))

Amendment(s) incorporated in the Act(s).

Notes

1 General

This is a consolidation of the Port Companies Act 1988 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

Statutes Amendment Act 2022 (2022 No 75): Part 28

Regulatory Systems (Transport) Amendment Act 2021 (2021 No 9): section 58

Secondary Legislation Act 2021 (2021 No 7): section 3

Companies Amendment Act 2013 (2013 No 111): section 14

Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102): section 126

Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70): section 150

Income Tax Act 2007 (2007 No 97): section ZA 2(1)

Local Government Act 2002 (2002 No 84): section 262

Public Audit Act 2001 (2001 No 10): section 53

Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16): section 2

Port Companies Amendment Act 1993 (1993 No 64)

Port Companies Amendment Act 1990 (1990 No 120)

Ministry of Transport Act Repeal Act 1990 (1990 No 101): section 5(2)(i)

Income Tax Amendment Act (No 2) 1990 (1990 No 63): section 62(1), (2)

Income Tax Amendment Act 1990 (1990 No 24): section 14(1), (2)

Wanganui Harbour Act 1988 (1988 No 1 (L)): section 10

List of access keys

Port Companies Act 1988

Port Companies Act 1988

Note

Contents

(a)

(b)

(c)

1 Short Title and commencement

2 Interpretation

(a)

(b)

(a)

(i)

(ii)

(b)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(a)

(b)

(i)

(ii)

(iii)

(iv)

2A Special provisions where more than 1 regional council or territorial authority succeeds Harbour Board

3 Act to bind Crown

3A Act is maritime Act

Part 1 Port companies

4 Amendment of documents constituting port companies

4A Harbour Board may hold securities in port company

5 Principal objective to be successful business

6 Directors of port companies

(a)

(b)

7 Shareholding of port companies

7A Restrictions on holding equity securities

8 Statement of corporate intent

(a)

(b)

9 Contents of statement of corporate intent

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

10 Completion of statement of corporate intent

11 Modifications of statement of corporate intent

(a)

(b)

(i)

(ii)

(a)

(b)

12 Obligation to make statement of corporate intent available

13 Circumstances in which statement of corporate intent not required

14 Power of Minister to direct certain provisions not to apply

(a)

(b)

(i)

(ii)

(a)

(b)

15 Saving of certain transactions

(a)

(b)

16 Reports and financial statements

(a)

(b)

(c)