Hop Industry Restructuring Act 2003
Reprint
as at 1 April 2008
Hop Industry Restructuring Act 2003
| Public Act | 2003 No 16 |
| Date of assent | 9 April 2003 |
| Commencement | see section 2 |
Note
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This Act is administered by the Ministry of Agriculture and Forestry.
Contents
Part 2
Restructuring of Board and other matters
6 Board must apply to register as company
7 Basis for allocation of shares in company
8 Conversion of Board into company
1 Title
This Act is the Hop Industry Restructuring Act 2003.
Part 1
Preliminary provisions
2 Commencement
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(1) Sections 12 and 13 come into force on 1 August 2003.
(2) The rest of this Act comes into force on the day after the date on which it receives the Royal assent.
3 Purpose
The purpose of this Act is—
(a) to convert the New Zealand Hop Marketing Board into a co-operative company; and
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(b) to remove the regulatory controls on the sale and export of hops by—
(i) repealing the Agriculture (Emergency Powers) Act 1934 and the Marketing Act 1936; and
(ii) revoking the Hop Marketing Regulations 1939.
4 Interpretation
In this Act, unless the context otherwise requires,—
Board means the New Zealand Hop Marketing Board established by the Hop Marketing Regulations 1939
chairperson means the person who held office as the chairperson of the Board immediately before the restructuring day
company means the company deemed to be registered under the Companies Act 1993 and the Co-operative Companies Act 1996 with the name New Zealand Hop Marketers Limited
hop plant means the plant with the scientific name Humulus lupulus
hops means the fruit of hop plants that are grown and produced within New Zealand
liabilities means liabilities, debts, charges, duties, and obligations of every description (whether present or future, whether actual or contingent, and whether payable, to be observed, or performed in New Zealand or elsewhere)
producer means a person—
(a) who has signed a Hop Supplier Agreement with the Board as at 31 July 2003; and
(b) who has supplied hops from the 2003 harvesting season
property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal; and, without limitation, includes—
(a) choses in action or money:
(b) goodwill:
(c) any copyright, patent, registered design, trademark, know-how, service marks, trade secrets, or other intellectual or industrial property and any applications pending for patents, trademarks, registered designs, and other intellectual or industrial property:
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(d) rights, interests, claims of every kind in, or to, property—
(i) whether arising from, accruing under, created or evidenced by, or the subject of, an instrument or otherwise; and
(ii) whether liquidated or unliquidated, actual, contingent, or prospective
restructuring day means 1 August 2003
rights means all rights, powers, privileges, and immunities, whether actual, contingent, or prospective.
5 Act binds the Crown
This Act binds the Crown.
Part 2
Restructuring of Board and other matters
Restructuring of Board
6 Board must apply to register as company
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(1) Before the restructuring day, the Board must apply to the Registrar of Companies to be registered—
(a) as a company under the Companies Act 1993; and
(b) as a co-operative company under the Co-operative Companies Act 1996.
(2) The application must comply with section 12 of the Companies Act 1993, section 7 of the Co-operative Companies Act 1996, and section 7 of this Act, except that—
(a) the Board may apply on behalf of the persons who are to receive the shares in the company:
(b) 2 Board members may sign the application and any other documents required to accompany it:
(c) the requirements of section 12(1)(d)(i) of the Companies Act 1993 regarding the signature of every person named as a shareholder do not apply if the Board has made all reasonable efforts to obtain the signatures of all producers.
(3) A person who is named as a shareholder in the document required by section 12(1)(d)(i) of the Companies Act 1993 must be a producer.
Compare: 1999 No 95 s 8
7 Basis for allocation of shares in company
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(1) Shares in the company must be allocated to all producers.
(2) The shares to be allocated to a producer must be in the same proportion as the volume of hops produced by the producer in the period of 5 years before the restructuring day bears to the total volume of hops produced by all producers in that period.
8 Conversion of Board into company
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(1) On the restructuring day,—
(a) the Board is deemed to be a company registered under the Companies Act 1993 and the Co-operative Companies Act 1996 with the name New Zealand Hop Marketers Limited; and
(b) the Registrar of Companies must issue certificates of registration for the company; and
(c) shares must be issued to producers in accordance with the application under the Companies Act 1993.
(2) The certificates of registration are conclusive evidence that the company was, on the restructuring day, registered as a company under the Companies Act 1993 and the Co-operative Companies Act 1996.
Compare: 1999 No 95 s 20
9 Effect of registration as company
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(1) The company registered is the same body corporate as the Board.
(2) The deemed registration of the company does not—
(a) create a new legal entity; or
(b) prejudice or affect the identity of the body corporate constituted by the company or its continuity as a legal entity.
(3) The Schedule applies to the conversion of the company.
Compare: 1999 No 95 s 21
10 Final report of Board
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(1) As soon as reasonably practicable after the restructuring day, the chairperson must arrange for a final report of the Board to be completed.
(2) The report must—
(a) contain audited financial statements and an annual report for the financial year ending on 31 July 2003; and
(b) comply with regulations 18 and 19 of the Hop Marketing Regulations 1939 as if those regulations had not been revoked by this Act.
(3) The chairperson must send a copy of the report to every producer.
Compare: 1999 No 95 s 22
Other matters
11 Taxation
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(1) The issue by the company of shares on the restructuring day to a person who was a producer on 31 July 2003—
(a) is not a dutiable gift for the purposes of the Estate and Gift Duties Act 1968; and
(b) is not a dividend derived by the person for the purposes of the Income Tax Act 2007; and
(c) is not otherwise income of the person for the purposes of the Income Tax Act 2007.
(2) For the purposes of the Income Tax Act 2007, if the company issues shares on the restructuring day to a person who was a producer on 31 July 2003, the person must be treated as having—
(a) held those shares at all times before the restructuring day; and
(b) subject to section YC 10 of the Income Tax Act 2007, held any voting interest or market value interest attributable to those shares at all times before the restructuring day.
(3) For the purposes of the definition of available subscribed capital in section YA 1 of the Income Tax Act 2007, the company—
(a) must be treated as having received on the restructuring day an amount of $160,000 for the issue of ordinary shares on the restructuring day to producers; and
(b) must not be treated as having received any other amount of consideration for the issue of shares to producers on the restructuring day.
Compare: 1999 No 95 s 23(1)–(3)
Section 11(1)(b): 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).
Section 11(1)(c): 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).
Section 11(1)(c): amended, on 1 April 2005 (effective for 2005–06 tax year and later tax years, except when the context requires otherwise), by section YA 2 of the Income Tax Act 2004 (2004 No 35).
Section 11(2): 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).
Section 11(2)(b): 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).
Section 11(3): 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).
12 Consequential amendments
Amendment(s) incorporated in the Act(s).
13 Repeals and revocation
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(1) The following Acts are repealed:
(a) Agriculture (Emergency Powers) Act 1934 (1934 No 34):
(b) Marketing Act 1936 (1936 No 5).
(2) The Hop Marketing Regulations 1939 (SR 1939/96) are revoked.
Schedule |
1 Consequential provisions on restructuring as company
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(1) Without limiting the generality of section 9, the following provisions have effect on and after the restructuring day:
(a) a reference (whether express or implied) to the Board in any instrument must be read and construed as a reference to the company:
(b) all money payable to the Board is payable to the company:
(c) proceedings that could have been commenced or continued by or against the Board before its conversion may be commenced or continued by or against the company:
(d) the deemed registration of the company does not affect any rights, interests, liabilities, or obligations existing immediately before the conversion of the Board:
(e) all transactions entered into by, and acts of, the Board before its conversion must be treated as having been entered into by, or to be those of the company, at the time when they were entered into or performed by the Board:
(f) all contracts, agreements, conveyances, deeds, leases, licences, and other instruments, undertakings, and notices (whether or not in writing) entered into by, made by, given to or by, or addressed to the Board (whether alone or with any other person) existing immediately before the restructuring day are, to the extent that they were previously binding on and enforceable by, against, or in favour of the Board, binding on and enforceable by, against, or in favour of the company.
(2) Subclause (1)(f) applies as if the company, instead of the Board, had been the person by whom the contract, agreement, conveyance, deed, lease, instrument, or undertaking was entered into, made, given, or addressed (as the case may be).
2 Certain matters not affected by transfer to company
Nothing effected or authorised by this Act—
(a) must be regarded as placing the Board or the company, or any other person, in breach of contract or confidence or as otherwise making any of them liable of a civil wrong; or
(b) must be regarded as giving rise to a right for any person to terminate or cancel a contract or arrangement, or to accelerate the performance of any obligation; or
(c) must be regarded as placing the Board or the company, or any other person, in breach of an enactment, rule of law, or contractual provision prohibiting, restricting, or regulating the assignment or transfer of property or the disclosure of information; or
(d) releases a surety wholly or in part from any obligation; or
(e) invalidates or discharges any contract.
3 Initial directors of company
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(1) The initial directors of the company are the existing members of the Board who consent to be directors of the company.
(2) The term of office of an initial director expires on the date on which the director’s term on the Board would have expired had the Board not converted into the company.
4 Employees of Board
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(1) Despite any other provision of this Act,—
(a) on the restructuring day every person who is employed by the Board must be treated as having transferred to the company; and
(b) for the purposes of every enactment, award, determination, contract, or agreement, the person's transfer from the Board to the company is insufficient to break the person's employment agreement.
(2) The terms and conditions of employment of a transferred employee with the company on the restructuring day (and after that until varied) are identical to the terms and conditions of his or her employment with the Board immediately before the restructuring day and are capable of variation in the same manner.
(3) A transferred employee is not entitled to receive any payment or other benefit solely because the person has, by virtue of this Act, ceased to be an employee of the Board and become an employee of the company.
Contents
1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)
Notes
1 General
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This is a reprint of the Hop Industry Restructuring Act 2003. The reprint incorporates all the amendments to the Act as at 1 April 2008, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/legislation/reprints.shtml.
2 Status of reprints
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Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
3 How reprints are prepared
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/legislation/reprints.shtml or Part 8 of the Tables of Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
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Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as
“of this section”
and“of this Act”
)•typeface and type size (Times Roman, generally in 11.5 point)
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•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear above the section)
•format of definitions (eg, the defined term now appears in bold type, without quotation marks)
•format of dates (eg, a date formerly expressed as
“the 1st day of January 1999”
is now expressed as“1 January 1999”
)•position of the date of assent (it now appears on the front page of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
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•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).
5 List of amendments incorporated in this reprint (most recent first)
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Income Tax Act 2007 (2007 No 97): section ZA 2(1)
Income Tax Act 2004 (2004 No 35): section YA 2