12 Meaning of associated person and related body corporate

(1)

In this Act, a person (A) is associated with, or an associated person of, another person (B) if—

(a)

A is a body corporate and B has the power, directly or indirectly, to exercise, or control the exercise of, the rights to vote attaching to 25% or more of the voting products of the body corporate (or vice versa):

(b)

A and B are relatives or related bodies corporate:

(c)

A and B are partners to whom the Partnership Law Act 2019 applies:

(d)

A is a director or senior manager of B (or vice versa):

(e)

A and B are acting jointly or in concert:

(f)

A acts, or is accustomed to act, in accordance with the wishes of B (or vice versa):

(g)

A is able, directly or indirectly, to exert a substantial degree of influence over the activities of B (or vice versa):

(h)

A and B are bodies corporate that consist substantially of the same members or shareholders or that are under the control of the same persons:

(i)

there is another person with which A and B are both associated.

(2)

In this Act, a body corporate (A) is related to another body corporate (B) if—

(a)

B is A’s holding company or subsidiary within the meaning of section 5 of the Companies Act 1993; or

(b)

more than half of A’s voting products (other than voting products that carry no right to participate beyond a specified amount in a distribution of either profits or capital) are held by B and bodies corporate that are related to B (whether directly or indirectly, but other than in a fiduciary capacity), or vice versa; or

(c)

more than half of the voting products (other than voting products that carry no right to participate beyond a specified amount in a distribution of either profits or capital) of each of A and B are held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or

(d)

the businesses of A and B have been so carried on that the separate business of each body corporate, or a substantial part of that business, is not readily identifiable; or

(e)

there is another body corporate to which A and B are both related.

Section 12(1)(c): amended, on 21 April 2020, by section 86 of the Partnership Law Act 2019 (2019 No 53).