Regulatory Systems (Commercial Matters) Amendment Bill

  • enacted

Hon Simon Bridges

Regulatory Systems (Commercial Matters) Amendment Bill

Government Bill

183—2

Contents

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5Section 104 repealed (Annual return to disclose loans or other investments to certain officers or companies)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7Section 6C repealed (Application of Evidence Amendment Act 1980)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