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Regulatory Systems (Commercial Matters) Amendment Bill
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Hon Simon Bridges
Regulatory Systems (Commercial Matters) Amendment Bill
Government Bill
183—2
Contents
Commentary
Key
1
Title
2
Commencement
Part 1
Commerce and consumer affairs
Subpart 1—Building Societies Act 1965
3
Principal Act
3A
New section 2A inserted (Transitional, savings, and related provisions)
2A
Transitional, savings, and related provisions
4
Section 103 amended (Duty to make annual return)
5
Section 104 repealed (Annual return to disclose loans or other investments to certain officers or companies)
5A
New Schedule 1AA inserted
Subpart 2—Commerce Act 1986
6
Principal Act
7
Section 6C repealed (Application of Evidence Amendment Act 1980)
8
Section 53ZE amended (Levies)
9
Section 77 amended (Additional lay members of High Court for purposes of appellate jurisdiction in respect of Commission determinations)
Subpart 3—Companies Act 1993
10
Principal Act
11
Section 3 amended (Public notice)
12
New section 8A inserted (Transitional, savings, and related provisions)
8A
Transitional, savings, and related provisions
13
Section 10 amended (Essential requirements)
14
Section 12 amended (Application for registration)
15
Section 80 amended (Financial assistance not exceeding 5% of shareholders’ funds)
16
Section 120 amended (Annual meeting of shareholders)
17
Section 122 amended (Resolution in lieu of meeting)
18
Section 200 amended (Application of preparation provisions)
19
Section 202 amended (Group financial statements must be prepared)
20
Section 203 amended (Recognition of financial reporting requirements of overseas countries)
21
Section 206 amended (Application of audit requirement)
22
Section 207D amended (Application of registration provisions)
23
Section 207E amended (Financial statements must be registered)
24
Section 208 amended (Obligation to prepare annual report)
25
Section 209 amended (Obligation to make annual report available to shareholders)
25A
Section 209C amended (Alternative obligations for FMC reporting entities)
26
Section 231 replaced (Variation of compromise)
231
Variation of compromise
26
Section 231 amended (Variation of compromise)
27
Section 239AEJ amended (Mutuality required for transactions under bilateral netting agreements)
28
Section 310D amended (Mutuality required for transactions under bilateral netting agreements)
29
Section 341 amended (Overseas company ceasing to carry on business in New Zealand)
30
Section 342 amended (Liquidation of overseas company)
31
Section 395 amended (Regulations)
32
New Schedule 1AA inserted
33
Schedule 1 amended
34
Schedule 4 amended
35
Schedule 7 amended
Subpart 4—Fair Trading Act 1986
36
Principal Act
37
Section 15 amended (Limited application of sections 9 to 14 to news media)
38
Section 48P amended (Proceedings relating to financial products or financial services)
Subpart 5—Financial Advisers Act 2008
39
Principal Act
40
Section 101 amended (Disciplinary committee may discipline authorised financial adviser for breach of code)
Subpart 6—Financial Markets Authority Act 2011
41
Principal Act
42
Schedule 1 amended
Subpart 7—Financial Markets Conduct Act 2013
43
Principal Act
44
Section 6 amended (Interpretation)
45
Section 13 amended (Miscellaneous interpretation provisions relating to statements and information)
46
Section 95 amended (Duty to notify changes to Registrar)
47
Section 96 amended (Information to be made available to investors or other prescribed persons)
48
Section 97 amended (Information to be made publicly available)
49
Section 101 amended (Part 3 offer provisions)
50
Section 131 amended (Additional ongoing registration requirements for restricted schemes)
51
Section 134 amended (Changes to registration as particular type of registered scheme)
52
Section 147 amended (Duty of manager to provide reports to supervisor or FMA)
53
Section 149 amended (Duty of manager to report contravention or possible contravention of issuer obligations)
54
Section 165 amended (Changes to statement of investment policy and objectives)
55
Section 168 amended (Action that must be taken on pricing errors and failure to comply with pricing methodologies)
56
Section 173 amended (General prohibition on transactions giving related party benefits)
57
Section 178 amended (Application of scheme participant transfer rules)
58
Section 195 amended (Cancellation of registration)
59
Section 212 amended (Initial steps in winding up of registered scheme)
60
Section 213 amended (Winding-up report)
61
Section 217 amended (Contents of registers)
62
Section 228 amended (Part 4 governance provisions)
63
Section 247 amended (Exception for disclosure in connection with preparing PDS or disclosure document)
63A
Section 297 amended (Directors and senior managers of listed issuers must disclose relevant interests and dealings in relevant interests)
63B
Section 298 amended (Disclosure of relevant interests and dealings in relevant interests in relation to specified derivatives)
63C
New section 303A inserted (Extended time for disclosure for trustees, executors, and administrators)
303A
Extended time for disclosure for trustees, executors, and administrators
64
Section 314 amended (General obligations in respect of licensed markets)
65
Section 351 amended (Regulations modifying this Part or Part 7 for licensed markets)
66
Section 372 amended (Transfer of specified financial products by products transfer)
67
Section 397 amended (Procedural requirements)
68
Section 400 amended (Licence may cover related bodies corporate as authorised bodies)
69
New section 426A inserted (Further prescribed information to be made available)
426A
Further prescribed information to be made available
70
Section 427 replaced (False or misleading statements and omissions)
427
False or misleading statements and omissions
71
Section 428 replaced (Further prescribed information to be made available)
428
Miscellaneous provisions relating to false or misleading statements and omissions
72
Section 448 amended (Regulations regulating holding and application of investor funds and property by derivatives issuers)
73
Section 449 amended (Part 6 services provisions)
74
Section 461A amended (Financial statements for registered schemes and funds)
75
Section 461H amended (Lodgement of financial statements)
76
Section 461K amended (FMA reporting entities considered to have higher level of public accountability)
77
Section 462 amended (When FMA may make stop orders)
78
Section 499 amended (General defences for person in contravention)
79
Section 500 amended (Disclosure defences for person in contravention)
80
Section 501 amended (Additional disclosure or financial reporting defence for directors who are treated as contravening)
81
New section 501A inserted (Additional defence for licensees who are treated as contravening)
501A
Additional defence for licensees who are treated as contravening
82
Section 511 amended (Offence of knowingly or recklessly contravening other provisions relating to defective disclosure)
83
Section 534 amended (Directors treated as having contravened in case of defective disclosure or financial reporting contravention)
84
Section 543 amended (Regulations for purposes of Part 3 (Disclosure of offers of financial products))
85
Section 544 amended (Regulations for purposes of Part 4 (governance of financial products))
86
Section 546 amended (Regulations for purposes of Part 6 (market services))
87
Section 550 amended (Procedural requirements for regulations relating to exemptions, exclusions, and definitions)
88
Section 556 amended (FMA may grant exemptions)
89
Schedule 1 amended
90
Schedule 2 amended
91
Schedule 4 amended
92
Amendment to Financial Markets (Repeals and Amendments) Act 2013
Subpart 8—Financial Service Providers (Registration and Dispute Resolution) Act 2008
93
Principal Act
94
Section 18 amended (Deregistration of financial service provider)
Subpart 9—Friendly Societies and Credit Unions Act 1982
95
Principal Act
96
Section 28 amended (Appointment of trustees)
97
Section 49 amended (Duties of trustees in relation to investments)
98
Section 50 amended (Trustees of society may make investments for branch, etc)
99
Section 82 amended (Special resolutions)
100
New sections 147A and 147B inserted
147A
Meetings may be held using audio, audio and visual, or electronic communication
147B
Postal, electronic, and proxy voting
Subpart 10—Insolvency Act 2006
101
Principal Act
101A
New section 3A inserted (Transitional, savings, and related provisions)
3A
Transitional, savings, and related provisions
102
Section 228 amended (Assignee’s final statement of receipts and payments)
103
Section 258 amended (Mutuality required for transactions under bilateral netting agreements)
104
Section 348 replaced (Termination of appointment for failure to supervise adequately)
348
Termination of supervisor’s appointment
105
Section 350 amended (Variation or discharge of order)
106
New section 350A inserted (Cancellation of order by Assignee without application)
350A
Cancellation of order by Assignee without application
107
Section 352 amended (Proceedings against debtor)
108
Section 355 amended (Meaning of current summary instalment order)
109
Section 365 repealed (Assignee must notify creditors)
110
Section 367 amended (When debtor admitted to no asset procedure)
111
Section 408 amended (Assignee must apply for order of release)
112
Section 441 amended (Regulations)
112A
New Schedule 1AA inserted
113
Schedule 1 amended
114
Amendment to Insolvency (Personal Insolvency) Regulations 2007
Subpart 11—New Zealand Superannuation and Retirement Income Act 2001
115
Principal Act
116
Section 83 amended (Functions)
Subpart 12—Takeovers Act 1993
117
Principal Act
118
Section 2 amended (Interpretation)
119
New section 2B inserted (Transitional, savings, and related provisions)
2B
Transitional, savings, and related provisions
120
Section 8 amended (Functions of Panel)
121
Section 18 amended (Further provisions applying to Panel)
122
Section 44Q replaced (Jurisdiction of courts in New Zealand)
44Q
Jurisdiction of courts in New Zealand
123
New cross-heading above section 45 inserted
Exemptions and regulations
124
Section 49 replaced (Repeal of Companies Amendment Act 1963)
Reimbursement of expenses incurred in connection with offer or takeover notice
47
Interpretation for sections 48 to 53
48
Reimbursement of directors
49
Reimbursement of target company
50
Determinations by Panel of amount to be reimbursed
51
Appeals against Panel’s determination
52
Enforcement of agreement of amount to be reimbursed
53
Enforcement of Panel’s order for payment of amount to be reimbursed
125
New Schedule 1AA inserted
126
Schedule amended
127
Amendment to Takeovers Code Approval Order 2000
128
Amendment to Takeovers (Fees) Regulations 2001
Part 2
Communications
129
Principal Act
130
Section 2 amended (Interpretation)
Part 3
Energy and resources
Subpart 1—Energy Efficiency and Conservation Act 2000
131
Principal Act
132
Section 37 repealed (Incorporation of material by reference)
Subpart 2—Gas Act 1992
133
Principal Act
134
Section 2 amended (Interpretation)
135
Section 43EA amended (Membership of dispute resolution scheme)
136
Section 43S amended (Supplementary empowering provision for regulations and rules)
Part 4
Building and housing
137
Principal Act
138
Section 11A amended (Application of this Act: savings provisions relating to Construction Contracts Amendment Act 2015)
139
Section 18C amended (Trust over retention money)
140
Section 18D replaced (Accounting)
18D
Alternative arrangement: complying instrument protects payment of retention money
141
New cross-heading above section 18E inserted
Retention money: held on trust
142
Section 18E amended (Use of retention money)
143
Section 18F amended (Investment of retention money)
144
New
sections 18FA to 18FC
and cross-headings inserted
18FA
Protection of retention money
Retention money: payment protected by complying instrument
18FB
Complying instruments
Further provisions
18FC
Accounting and records
145
Section 18G amended (Interest on late payment)
146
Section 18H repealed (Protection of retention money)
147
Section 18I amended (Prohibited provisions)
Schedule 1AA
Transitional, savings, and related provisions for amendments to Building Societies Act 1965
Schedule 1
Transitional, savings, and related provisions for amendments to Companies Act 1993
Schedule 1A
Transitional, savings, and related provisions for amendments to Insolvency Act 2006
Schedule 2
Transitional, savings, and related provisions for amendments to Takeovers Act 1993
Legislative history
The Parliament of New Zealand enacts as follows: