Notwithstanding the New Zealand Railways Corporation Act 1981 or any other Act, or rule of law, the Ministers may, from time to time, for the purposes of this Act, form and register under the Companies Act 1993, 1 or more companies in which the liability of the shareholders is limited, that, or each of which,—

The Ministers may acquire shares in a transferee company to be issued on its incorporation.

The Ministers may, from time to time subscribe for or acquire shares issued by a transferee company.

The constitution of a transferee company shall be laid before the House of Representatives by the Minister for State Owned Enterprises within 12 sitting days after the incorporation of the company.

All money required to be paid by the Ministers on subscribing for, or acquiring, securities of a transferee company shall be paid out of a Crown Bank Account from money appropriated by Parliament for the purpose.

Securities of a transferee company that are registered in the name of a person described as the Minister of Finance or the Minister for State Owned Enterprises shall be held by the person for the time being holding the office of the Minister of Finance or the Minister for State Owned Enterprises, as the case may be.

Notwithstanding any other enactment or rule of law, it shall not be necessary to complete or register a transfer of securities of a transferee company consequent upon a change in the person holding office as the Minister of Finance or the Minister for State Owned Enterprises, as the case may be.

Each Minister may exercise all the rights and powers attaching to the securities of a transferee company held by that Minister.

The Ministers may, at any time or times, prepare a list or lists specifying the railways assets and railways liabilities which, in the opinion of the Ministers, should be vested in the Crown or in a Crown transferee company in accordance with this Act.

Every list shall,—

The Governor-General may, at any time or times, by Order in Council, vest in the Crown or in a Crown transferee company named in the order, on a date specified in the order, the railways assets and railways liabilities specified in the order, being assets and liabilities set out in a list prepared pursuant to subsection (1) and which is referred to in the order.

Every Order in Council under subsection (3) that vests railways assets or railways liabilities in a Crown transferee company shall—

If the Crown transferee company is registered under the Companies Act 1955 and is a public company, it shall, on the date specified in the Order in Council, issue to the Ministers in equal proportions, paid up to the extent specified in the order, shares of such kind, number, nominal value and terms as are specified in the order.

If the Crown transferee company is registered under the Companies Act 1955 and is a private company, the Ministers and their nominees shall, on the date specified in the Order in Council, resolve to increase the capital of the company to the amount specified in the order and shall subscribe for shares of the kind, number, nominal value, and terms as may be specified in the order, which shall be deemed to be paid up to the extent specified in the order.

If the Crown transferee company is a company registered under the Companies Act 1993, the board of the company shall, on the date specified in the Order in Council, issue to the Ministers in equal proportions, credited as paid up to the extent specified in the order, shares of such kind, number, terms, and for such consideration as are specified in the order.

On the date specified in the Order in Council, the Crown transferee company shall issue to the Minister of Finance debt securities of such kind, number, nominal value, and terms as are specified in the order.

Nothing in subsections (1)(b) and (2) of section 60 of the Companies Act 1955 shall apply in respect of shares issued pursuant to subsection (5) or subsection (5A) of this Act.

Nothing in this section prevents railways assets or railways liabilities vesting in a Crown transferee company for a consideration other than the issue of equity securities or debt securities.

Assets that have been fixed to, or placed under or over, any land may vest in the Crown or in a Crown transferee company under this Act notwithstanding that no interest in the land also vests in the Crown or in the Crown transferee company, as the case may be, under this Act, and in any such case—

Where, pursuant to an Order in Council under this section, railways assets of the Corporation are vested in the Crown or in any Crown transferee company and the aggregate value of those assets exceeds the aggregate value of railways liabilities of the Corporation vested in the Crown or any Crown transferee company pursuant to that order the Crown shall indemnify the Corporation to the extent of that excess.

Nothing in this section authorises the making of an Order in Council in relation to the vesting of railways liabilities that arise under an agreement that is governed by the law of a country other than New Zealand.

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

Nothing effected or authorised by this Act—

Where a railways asset or a railways liability that is an asset or liability of the Crown or the Corporation vests in a Crown transferee company under this Act,—

District Land Registrars are hereby authorised and directed to make such entries in their respective registers and do everything necessary to give effect to the vesting of any land or any estate or interest in land under this Act.

The vesting pursuant to this Act of railways assets or railways liabilities in the Crown or in a Crown transferee company shall take effect notwithstanding any enactment, or rule of law, or agreement and, in particular, but without limitation, the vesting pursuant to this Act of any land in the Crown or in a Crown transferee company shall take effect notwithstanding any provision contained in the Land Act 1948, the Reserves Act 1977, the Public Works Act 1981, or any other Act relating to land.

Nothing in subsection (4) limits or affects the Conservation Act 1987.

A certificate, signed by the Chief Surveyor for the land district in which the land is situated, that land described in the certificate or described in a document on which the certificate appears, is land in relation to which subsection (4) applies, shall be sufficient evidence, in the absence of proof to the contrary, that that subsection applies in relation to the land.

Land that vests in the Crown or in a Crown transferee company pursuant to this Act vests in the Crown or that Crown transferee company, as the case may be, subject to all leases, agreements to lease, and easements existing in respect of any part of that land immediately before the land vests in the Crown or the Crown transferee company.

Notwithstanding any other provision of this Act, Crown land within the meaning of the Land Act 1948, any lands of the Crown, and any lands of the Corporation or a Crown transferee company, other than land registered under the Land Transfer Act 1952, that are to be vested in the Crown or a Crown transferee company pursuant to this Act, shall—

A District Land Registrar shall, on written application by any person authorised by either of the Ministers and on payment of the prescribed fee,—

The powers conferred by subsection (1) may be exercised in respect of any estate or interest that is incorporated in the register by virtue of a lease or licence that has expired or been determined.

A District Land Registrar shall, on written application by any person authorised by either of the Ministers, and on payment of the prescribed fee, issue a certificate of title for land to which section 8 applies that is vested in a Crown transferee company pursuant to this Act in form 1 of Schedule 1 of the Land Transfer Act 1952, amended as appropriate.

A District Land Registrar shall, on written application by a person authorised by either of the Ministers, issue a certificate of title for land that is subject to the Land Transfer Act 1952 but for which no certificate of title has been issued and that is vested in a Crown transferee company pursuant to this Act, in form 2 of Schedule 1 of the Land Transfer Act 1952, amended as appropriate.

Every application under this section shall—

Before a District Land Registrar issues a certificate of title in respect of any land to which section 8 applies that is vested in a Crown transferee company pursuant to this Act the District Land Registrar shall either receive under the hand of, or request from, the Director-General within the meaning of section 2 of the Survey Act 1986 or any Chief Surveyor a certificate in a form substantially similar to the form set out in Schedule 2 of the Land Act 1948 as to the legal description of the land, any trusts, reservations, or restrictions affecting the land, and any other matters that the District Land Registrar considers appropriate.

A certificate in accordance with subsection (1) shall be filed by the District Land Registrar in the Land Registry Office and shall be conclusive evidence to the District Land Registrar of the matters required to be stated in it.

The Ministers or the Corporation, as the case may be, may grant to a transferee company or a railway operator leases, licences, easements, and permits or rights of any kind in respect of railways assets owned by the Crown or the Corporation for such consideration and on such terms and conditions as the Ministers or the Corporation, as the case may be, may agree with the transferee company or railway operator.

Section 11(1) of the Resource Management Act 1991 does not apply in respect of the granting of a lease to a railway operator under subsection (1) unless the land in respect of which the lease is granted is used, or is intended to be used, solely or principally for car parking, or for administration or residential purposes, or for any purpose that is not connected with the operation of a railway.

Where the rights and liabilities arising under a contract of service between a worker and the Corporation or between a worker and a Crown transferee company are vested in a Crown transferee company pursuant to this Act—

Every collective employment contract that, immediately before a transfer day, applies to any workers employed by the Corporation whose contracts of service are vested in a transferee company pursuant to this Act, shall, on and after that day and while it continues in force, be deemed to apply to those workers as if the collective employment contract had been made between the workers and the transferee company.

Where, pursuant to subsection (1), a collective employment contract is deemed to apply to any worker employed by a transferee company, that transferee company shall be deemed to be a party to the collective employment contract.

Any person employed by a transferee company who, immediately before the transfer day, was employed by the Corporation or another transferee company and was a contributor to the Government Superannuation Fund under the Government Superannuation Fund Act 1956 shall be deemed to be, for the purposes of the Government Superannuation Fund Act 1956, employed in the Government service so long as that person continues in the service of the company and the Government Superannuation Fund Act 1956 shall apply to that person in all respects as if the service with the transferee company were Government service.

Subject to the Government Superannuation Fund Act 1956, nothing in subsection (1) shall entitle any such person to become a contributor to the Government Superannuation Fund after that person has once ceased to be a contributor.

For the purposes of applying the Government Superannuation Fund Act 1956, in accordance with subsection (1), to a person who is in the service of a transferee company and is a contributor to the Government Superannuation Fund the term controlling authority, in relation to that person, means that company.

Within 2 months after the end of the first half of each financial year of every transferee company in which the Crown holds 50% or more of the issued ordinary shares, the board of the company shall deliver to Ministers a report of its operations during that half-year.

Each report required by this section shall include the information required by the statement of intent to be included therein.

Every transferee company in which the Crown holds 50% or more of the ordinary shares shall be deemed to be—

For the purposes of this section, a date specified by the Governor-General, by Order in Council, as the date on which the Crown ceased to hold 50% or more of the ordinary shares in a transferee company shall be taken to be the date on which the Crown ceased to hold those shares.

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

The Corporation shall not, without the prior consent of the Ministers, exercise the powers conferred on it—

Notwithstanding section 30 of the New Zealand Railways Corporation Act 1981, nothing in sections 40 to 42 of the Public Works Act 1981 applies to—

For the purposes of this section and sections 23, 24, and 26,—

Where the Corporation proposes to sell any affected land to a person other than a railway operator, it shall offer to sell the land by private contract to the person from whom it was acquired by the Crown or the Corporation, or to the successor of that person, at the current market value of the land determined by a valuation carried out by a registered valuer appointed by the Corporation unless—

The person to whom an offer is made may, within 20 working days after receipt of the offer, give notice to the Corporation that that person requires the current market value of the land to be determined by the Land Valuation Tribunal and the Corporation shall, on receipt of the notice, refer the matter to that Tribunal for determination.

If—

the Corporation may sell or otherwise dispose of the land to any person on such terms and conditions as it thinks fit.

Notwithstanding anything in this section, where the Corporation believes on reasonable grounds that, because of the size, shape, or situation of the land it could not expect to sell the land to any person who did not own land adjacent to the land to be sold, the land may be sold to an owner of adjacent land at a price negotiated between the parties.

Where a transferee company or a railway operator proposes to sell any affected land to a person other than a railway operator, it shall give notice to the Director-General within the meaning of section 2 of the Survey Act 1986 of its desire to sell that land.

The Director-General shall, within 20 working days, or such further time as he or she considers on reasonable grounds is required to make the determination, determine—

and shall notify the transferee company or railway operator in writing of that determination.

The Director-General shall give notice in writing to the transferee company or railway operator of the period of any extension under subsection (2) and shall state in the notice the reasons for the extension.

Unless the Director-General gives notice to the transferee company or railway operator that he or she has determined that—

the transferee company or railway operator shall offer to sell the land by private contract to the person from whom it was acquired by the Crown or the Corporation, or to the successor of that person, at the current market value of the land as determined by a valuation carried out by a registered valuer appointed by the transferee company or railway operator.

The person to whom an offer is made may, within 20 working days after receipt of the offer, give notice in writing to the transferee company or railway operator that that person requires the current market value of the land to be determined by the Land Valuation Tribunal and the transferee company or railway operator, as the case may be, shall, on receipt of the notice, refer the matter to that Tribunal for determination.

If—

the transferee company or the railway operator may sell or otherwise dispose of the land to any person on such terms and conditions as it thinks fit.

Nothing in this section applies—

Nothing in this section applies where the chief executive of Land Information New Zealand gives notice in writing to the transferee company or railway operator that he or she believes on reasonable grounds that the land could not be sold to a person who did not own land adjacent to the land to be sold. In any such case the land may be sold to an owner of adjacent land at a price negotiated between the parties.

Any land disposed of under section 23 or section 24 may be transferred by a memorandum of transfer under the Land Transfer Act 1952.

Any such memorandum of transfer may contain a recital that the land being transferred shall be amalgamated with any other land in an existing certificate of title; and that recital shall be sufficient authority to the District Land Registrar to amend such certificate of title accordingly, without fee.

On such amendment the land transferred shall become subject to and, where applicable, receive the benefit of, all encumbrances, easements, and other interests noted on the certificate of title.

Within 1 month after the registration of the memorandum of transfer, the transferor shall give to the Chief Surveyor written notice of the registration and of the full name, address, and occupation of the transferee.

Subject to the provisions of this section, section 11 and Part 10 of the Resource Management Act 1991 shall not apply to any subdivision undertaken by the Corporation, transferee company, or a railway operator to give effect to a transfer or disposal of land pursuant to section 23 or section 24 or section 26, if that transfer or disposal (of all or part of an allotment) is to an owner of adjoining land.

Every transfer or other disposition to which subsection (1) applies, shall be deemed to be subject to a condition that—

The Corporation, transferee company, or the railway operator (as the case may be) shall consult with the District Land Registrar as to the practicality of a condition of a kind referred to in subsection (2)(a).

If the District Land Registrar advises the Corporation, transferee company, or railway operator (as the case may be) that a condition of a kind referred to in subsection (2)(a) is not practical, then any transfer or disposal of land to which subsection (1) applies shall be deemed to be subject to a condition of a kind referred to in subsection (2)(b).

Every condition of a kind referred to in subsection (2)(a) or (b) shall be endorsed on the survey plan giving effect to the subdivision to which subsection (1) applies, and the District Land Registrar shall not deposit that survey plan unless—

Where a condition of a kind referred to in subsection (2)(a) has been complied with—

Every covenant of a kind referred to in subsection (2)(b) shall be in writing, be signed by the owner of the adjoining land, have affixed to it the common seal of the territorial authority, and be deemed—

The territorial authority may at any time, after a survey plan giving effect to a subdivision to which subsection (1) applies has been deposited in the Land Registry Office, cancel in whole or in part—

Where a territorial authority cancels, in whole or in part, a condition or covenant in accordance with subsection (8), the territorial authority shall forward an authenticated copy of the resolution of the territorial authority cancelling or partially cancelling that condition or covenant to the District Land Registrar, who shall note the records accordingly.

Where—

the land being transferred or disposed of shall be deemed to be and always to have been part of the adjoining land that is subject to that instrument; and all rights and obligations in respect of, and encumbrances on, that adjoining land shall be deemed also to be rights and obligations in respect of or encumbrances on, the land being transferred or disposed of; and the District Land Registrar shall enter upon all relevant certificates of title a memorandum to the effect that the land therein is subject to this subsection.

Where any instrument to which subsection (10) applies is a mortgage, charge, or lien, it shall be deemed to have priority over any mortgage, charge, or lien against the land being transferred or disposed of which is registered subsequent to the issue of the certificate of title pursuant to subsections (5) and (6), or the registration of the covenant entered into pursuant to subsections (5) and (7), as the case may be; and the District Land Registrar shall enter upon all relevant certificates of title a memorandum to the effect that the land therein is subject to this subsection.

For the purposes of this section—

Where any affected land was, immediately before it became affected land,—

the Corporation or the transferee company, or railway operator, as the case may be, may, instead of making an offer under section 23 or section 24 , as the case may be, apply to the Maori Land Court for the district in which the land is situated for an order under section 436 of the Maori Affairs Act 1953 as if it were an authority for the purposes of that section.

Nothing in sections 21 to 26 affects—

Without limiting section 30 of the New Zealand Railways Corporation Act 1981 (as enacted by section 2 of the New Zealand Railways Corporation Amendment Act 1988) the discharge of a duty or the exercise of a power, whether before or after the commencement of this Act, imposed or conferred by the Public Works Act 1981 shall not be treated as invalid by reason only that the duty was discharged or the power was exercised by the Corporation.

Railway operations carried on by a railway operator shall be deemed for the purposes of the law of nuisance to be authorised by Act of Parliament.

Nothing in the New Zealand Railways Corporation Act 1981 shall be construed as limiting or derogating from any provision contained in this Act and the powers conferred by this Act, and in particular the power to vest railways assets and railways liabilities conferred by section 6 of this Act, may be exercised notwithstanding anything contained in that Act.

Without limiting subsection (1), nothing in section 12 of the New Zealand Railways Corporation Act 1981 shall be construed as imposing an obligation on the Corporation to perform the functions specified in that section.

The provisions of the New Zealand Railways Corporation Act 1981 specified in Schedule 1 of this Act shall apply in relation to every railway operator subject to the modifications specified in relation to those provisions in that schedule.

Regulations may, on the recommendation of the Minister, be made under section 110 of the New Zealand Railways Corporation Act 1981 applying to railway operators and to railways and other services operated by railway operators.

The Governor-General may, by Order in Council, on the recommendation of the Minister, declare that regulations made pursuant to section 110 of the New Zealand Railways Corporation Act 1981 that do not apply to railway operators shall apply, subject to such modifications as may be specified in the order, to railway operators or any class of railway operator and the regulations shall apply accordingly as if the making of the regulations applying to railway operators or that class of railway operator was authorised by that section.

The Minister shall not make a recommendation under subsection (1) or subsection (2) unless the Minister has consulted with all railway operators who, in the Minister’s opinion, are likely to be affected by the proposed regulations or by regulations made under section 110 of the New Zealand Railways Corporation Act 1981 applying to them, as the case may be, and those persons have a reasonable opportunity to make submissions to the Minister.

The failure to comply with the requirements of subsection (3) shall not invalidate any regulations or Order in Council made under this section.

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

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

This section shall apply with respect to land tax for the year of payment commencing on 1 April 1990 and for every subsequent year.

The New Zealand Railways Corporation Act 1981 is hereby amended in the manner indicated in Schedule 2.

The enactments specified in Schedule 3 are hereby amended in the manner indicated in that schedule.

The enactments specified in Schedule 4 are hereby repealed.

The repeal by section 36 of this Act of the New Zealand Railways Corporation Amendment Act 1987 does not affect the amendments to the New Zealand Railways Corporation Act 1981 made by section 3 of that Act.

The repeal by section 36 of this Act of the New Zealand Railways Corporation Amendment Act (No 2) 1987 does not affect the provisions of section 10 of that Act.

Where land owned by the Crown or an interest owned by the Crown in land is vested in a Crown transferee company under section 6, the District Land Registrar shall, without fee, note on the certificate of title the words “Subject to section 39 of the New Zealand Railways Corporation Restructuring Act 1990 (which provides for the resumption of land on the recommendation of the Waitangi Tribunal and does not provide for third parties, such as the owner of the land, to be heard in relation to the making of any such recommendation)”.

Subsection (1) shall not apply in relation to any piece of land or interest in land that is excluded from section 39 by subsection (2) or subsection (3) of that section.

Where the Waitangi Tribunal has, under section 8A(2)(a) of the Treaty of Waitangi Act 1975 (as applied by section 8HJ of that Act), recommended the return to Maori ownership of any land or interest in land that, immediately before being vested in a Crown transferee company pursuant to section 6 of this Act, was land owned by the Crown or an interest owned by the Crown in land, as the case may be, that land or interest in land shall, if the recommendation has been confirmed with or without modifications under section 8B of that Act (as so applied) be resumed by the Crown in accordance with section 40 of this Act and returned to Maori ownership.

This section shall not apply in relation to any piece of land that, at the date of its vesting in a Crown transferee company under section 6, was subject to—

This section shall not apply in relation to any piece of land or interest in land in respect of which a certificate issued under section 8E(1) of the Treaty of Waitangi Act 1975 (as so applied) has been registered.

Subject to subsection (5), this section shall not apply in relation to land or an interest in land that is for the time being held by a railway operator and used for the purposes of a railway.

Where land or an interest in land in relation to which the Waitangi Tribunal has made a recommendation for the return to Maori ownership—

the land or interest in land shall be resumed by the Crown and returned to Maori ownership as soon as practicable after it ceases to be so held or used.

Where section 39 requires any land or interest in land to be resumed by the Crown, the Minister of Lands shall acquire that land or interest in land under Part 2 of the Public Works Act 1981 as if it were land or an interest in land required for both a Government work and a public work and Parts 2, 4, 5, 6, and 7 of that Act and Schedules 1, 3, 4, and 5 of that Act shall, subject to the modifications set out in Schedule 5 of this Act and to all other necessary modifications, apply accordingly.

The existence on the certificate of title to any land or interest in land acquired pursuant to subsection (1) of a memorial under section 38 shall not be taken into account in any assessment of compensation made under the Public Works Act 1981 in relation to the acquisition of that land or interest in land.

The power conferred by this section does not include the power to acquire or take and to hold under section 28 of the Public Works Act 1981 any interest in land described in section 8A(6) of the Treaty of Waitangi Act 1975 (as applied by section 8HJ of that Act).

This Part shall be read together with and deemed part of the Treaty of Waitangi Act 1975 (in this Part referred to as the principal Act).

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

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