The Registrar may, by notice in writing to any corporation or any associated person of a corporation, require that corporation or associated person to supply to the Registrar such information relating to the business, operation, or management of that corporation for such periods and in such form as may be specified in the notice.

Every corporation and every associated person commits an offence against this Act if, without lawful justification or excuse, it—

The Registrar may, by notice in writing to a corporation or an associated person of a corporation, require any information which that corporation or associated person is required to supply pursuant to section 9 to be audited by an auditor approved by the Registrar.

This section applies if a statutory supervisor (under the Retirement Villages Act 2003) of a retirement village operated by a corporation becomes aware, in the course of or in connection with the performance of the statutory supervisor’s functions, of information on the basis of which the statutory supervisor could reasonably form the opinion that—

The statutory supervisor must, as soon as practicable, disclose to the Registrar all information relevant to the matter referred to in subsection (1) that is in the possession or control of the statutory supervisor and was obtained in the course of, or in connection with, the performance of functions as statutory supervisor.

Every person who holds, or at any time has held, office as auditor of a corporation, or of an associated person of a corporation, pursuant to any enactment shall disclose to the Registrar, if requested to do so by the Registrar by notice in writing, information relating to the affairs of that corporation obtained in the course of holding that office, in such form as may be specified in the notice.

The Registrar shall, before requesting an auditor to disclose information pursuant to section 13, take reasonable steps to inform the corporation of the Registrar’s intention to do so and the nature of the information sought.

No civil, criminal, or disciplinary proceedings shall lie against any trustee, statutory supervisor, or auditor arising from the disclosure in good faith of information to the Registrar pursuant to section 11 or section 13.

No tribunal, body, or authority, having jurisdiction in respect of the professional conduct of any trustee, statutory supervisor, or auditor shall make any order against, or do any act in relation to, that person in respect of the fact of such disclosure.

No information received by the Registrar pursuant to section 11 or section 13 shall be admissible as evidence in any proceedings against the trustee, statutory supervisor, or auditor concerned.

Nothing in subsection (3) shall limit the admissibility of any information obtained in any other way.

Information required to be supplied, pursuant to section 9 or section 13, by a corporation or an associated person or an auditor shall be supplied to the Registrar at such time and at such place as may be specified in the notice.

A notice given pursuant to section 9 or section 13 may, by a subsequent notice, be revoked, varied, or amended by the Registrar.

Where the Registrar is satisfied—

the Registrar may,—

Every person commits an offence against this Act who, without lawful justification or excuse, hinders, obstructs, or delays, in the conduct of any inspection pursuant to this section, any person duly authorised to make the inspection.

A corporation or an associated person commits an offence against this Act if, without lawful justification or excuse,—

No person appointed pursuant to section 17(1)(d) shall enter upon and search any premises, or inspect, remove, or take copies of any documents, or extracts from documents, in the possession of, or under the control of, any person, or require the reproduction in usable form of any information recorded or stored in any documents, unless—

Every person authorised to enter upon and search any premises pursuant to a warrant obtained under section 24 shall, on first entering those premises, and, if requested, at any subsequent time, produce—

Where it is necessary or desirable for the purpose of determining whether to exercise the powers conferred under Part 2 or Part 3 that an investigation of the affairs of any corporation should be carried out, the Registrar may appoint in writing any person to carry out an investigation of the affairs of that corporation.

Every person commits an offence against this Act who, without lawful justification or excuse,—

A corporation commits an offence against this Act if, without lawful justification or excuse,—

A statement made by any person in answer to any question put by a person appointed under section 19 to carry out an investigation of the affairs of a corporation shall not be admissible in criminal proceedings against the maker of the statement.

Any person appointed under section 19 may, for the purposes of carrying out an investigation of the affairs of a corporation,—

Subject to section 22, any person appointed under section 19 may, for the purposes of carrying out an investigation of the affairs of the corporation, at any time,—

Any person who exercises any powers conferred by section 21(1) shall, if requested, produce the instrument of that person’s appointment under section 19.

No person who exercises any powers conferred by section 21(2) shall enter upon and search any premises, or inspect, remove, and take copies of any documents or extracts from documents, or require the reproduction in usable form of any information recorded or stored in documents, unless—

Every person authorised to enter upon and search any premises pursuant to a warrant obtained under section 24 shall on first entering those premises and, if requested, at any subsequent time, produce—

This section applies to—

Neither the Registrar nor the FMA, nor any person authorised by the Registrar under section 17 or section 19, shall publish or disclose any information to which this section applies except—

No information to which this section applies shall be published or disclosed pursuant to paragraph (e) of subsection (2) unless the Registrar or the FMA is satisfied that satisfactory provision exists to protect the confidentiality of the information published or disclosed.

No person to whom any information to which this section applies is published or disclosed pursuant to paragraph (c) of subsection (2) shall publish, disclose, or use such information except—

No person to whom any information to which this section applies is published or disclosed pursuant to paragraph (a) or paragraph (e) of subsection (2), shall publish, disclose, or use such information unless the publication, disclosure, or use is—

Every person who contravenes this section commits an offence against this Act.

Nothing in the Official Information Act 1982 or any other Act, other than this Act, applies to information to which this section applies whether or not such information has been published or disclosed to any person pursuant to this section.

Where a Judge of the High Court is satisfied, on application in writing made on oath, that there are reasonable grounds for believing—

the Judge may issue a warrant, in terms of section 25, to a person appointed pursuant to section 17(1)(d).

Where a Judge of the High Court is satisfied, on application in writing made on oath, that there are reasonable grounds for believing that it is necessary for the purpose of determining whether to exercise the powers conferred under Part 2 or Part 3 that an investigation of the affairs of a corporation should be carried out, that Judge may issue a warrant, in terms of section 25, to a person appointed under section 19.

Every warrant issued under subsection (1) shall state whether it is issued under paragraph (a) or paragraph (b).

Every warrant issued under section 24 shall authorise the person named in the warrant, at any time, by force if necessary, to enter upon and search the premises specified in the warrant and inspect, remove, and take copies of any documents, or extracts from documents, relating to the business, operation, and management of that corporation in the possession of, or under the control of, any person and, where necessary, require the reproduction in usable form of any information recorded or stored in such documents.

Every such warrant shall continue in force for a period of 1 month or until the purpose for which it was granted has been satisfied, whichever is the lesser.

Where any person commences any proceedings in any court in respect of—

until a final decision in relation to those proceedings is given, the powers or duty may be, or may continue to be, exercised or discharged as if no such proceedings had been commenced, and no person shall be excused from fulfilling any obligation under this Part by reason of those proceedings.

This section shall apply notwithstanding any other provision of any Act or any rule of law.

In any case where it is declared, in a final decision given in any proceedings in respect of the exercise of any powers conferred by section 17 that the exercise of any powers conferred by that section is unlawful, to the extent to which the exercise of those powers is declared unlawful,—

In any case where it is declared, in a final decision given in any proceedings in respect of the exercise of any powers conferred by sections 19 to 21, that the exercise of any powers conferred by those sections is unlawful, to the extent to which the exercise of those powers is declared unlawful,—

Nothing in this Part shall be taken to require any person who has acted as a solicitor or a barrister for any person to disclose any privileged communication made to him or her in that capacity.

If the Registrar or the FMA has reasonable grounds to believe that any corporation is, or may be, a corporation to which this Act applies, the Registrar or the FMA may give written notice to the corporation that it is considered to be a corporation at risk.

Every notice given under subsection (1) must state the grounds on which it is given.

The FMA may only exercise a power under this section in respect of a corporation that is a financial markets participant (within the meaning of section 4 of the Financial Markets Authority Act 2011).

Every corporation to whom a notice is given under section 30 must promptly consult with the Registrar or the FMA (as the case may be)—

Every associated person of a corporation to whom a notice has been given under section 30, and any officer or employee of the corporation or associated person, must, when required to do so by the Registrar or the FMA (as the case may be) by notice in writing to that person, promptly consult with the Registrar or the FMA—

If the Registrar or the FMA gives a notice to a corporation under section 30, or gives a notice to an associated person under section 31(2), the Registrar or the FMA may—

The Registrar or the FMA may give a direction in writing to any corporation to which a notice has been given under section 30 by the Registrar or the FMA (as the case may be) requiring it—

The Registrar or the FMA may amend any direction that he, she, or it has given.

The Registrar may only exercise a power under subsection (1) or (2) with the prior consent of the FMA.

Every direction under section 33 shall be expressed to apply for a period not exceeding 21 days.

A direction may be revoked at any time by the Registrar or the FMA (as the case may be).

Any money placed in a trust account pursuant to section 33(1)(b) may, after it has ceased to be subject to a direction, be applied for the purposes for which it was received.

Subsection (3) shall not apply if the corporation has been declared to be subject to statutory management.

Every corporation that acts in contravention of, or fails to comply with, a direction under section 33 commits an offence against this Act.

Every officer or employee of a corporation who obstructs, hinders, or prevents that corporation giving effect to any direction commits an offence against this Act.

Subject to subsection (2), every person who discloses that a notice has been given under section 30 or section 31(2) commits an offence against this Act.

Nothing in subsection (1) applies to the disclosure or publication of the fact that a notice has been so given where the disclosure or publication is made—

A notice may be given to a corporation (under section 30) or an associated person (under section 31(2)) by—

In the absence of proof to the contrary, a notice that is emailed to a corporation or an associated person must be treated as received by the corporation or associated person on the second working day after the date on which it is emailed, and, in proving that the notice was emailed, it is sufficient to prove that it was properly addressed and sent to the email address.

A notice given under section 30 or section 31(2) may at any time be revoked by the Registrar or the FMA (as the case may be).

The Governor-General may, from time to time, by Order in Council, on the advice of the Minister given in accordance with a recommendation of the FMA,—

Where an Order in Council is made under subsection (1), every subsidiary of a corporation declared to be subject to statutory management, except any subsidiary declared to be a subsidiary to which the order does not apply, shall be subject to statutory management, and the statutory manager or statutory managers so appointed shall be the statutory manager or statutory managers of every such subsidiary.

Every Order in Council made under subsection (1) must specify the date on which, and the time at which, the Order in Council comes into force.

The date and time as specified must not be earlier than the date on which, and the time at which, the Order in Council is made.

Subsections (1)(a) and (2) are subject to section 139J(4) of the Banking (Prudential Supervision) Act 1989.

The FMA must consult the Reserve Bank of New Zealand before making a recommendation under this section that would lead to an operator of a designated FMI being subject to statutory management.

In subsection (6), designated FMI and operator have the meanings given in section 5 of the Financial Market Infrastructures Act 2021.

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

The FMA shall not make a recommendation under section 38 in respect of a corporation unless it is satisfied on reasonable grounds—

The FMA shall not make a recommendation under section 38 in respect of an associated person of a corporation unless it is satisfied on reasonable grounds that—

In the exercise of the powers conferred by this Part, a statutory manager of a corporation shall have regard to—

Every statutory manager of a corporation shall provide the Registrar with such reports as the Registrar may require as to the state of the affairs and business of the corporation.

Where a corporation is declared under section 38 to be subject to statutory management, no person shall—

Notwithstanding the provisions of subsection (1), an action or proceeding may be commenced or continued against a corporation for the purpose of determining whether any right or liability exists if the leave of the statutory manager or the court is first obtained.

Notwithstanding the provisions of subsection (1), a statutory manager of a corporation may waive the application in whole or in part of that subsection (except paragraph (c) of that subsection) to any creditor or class of creditors in respect of the whole or part of any claim of, or security held by, that creditor or class of creditors.

Subject to the provisions of this Act, nothing in subsection (1) affects the existence of any security over the property of any corporation or its priority over other debts.

Nothing in paragraph (a) of subsection (1) limits or prevents any person commencing or continuing any action or other proceedings, including proceedings by way of counterclaim, against a corporation in respect of any contract entered into, or obligation incurred, by that corporation after the date on which, and the time at which, that corporation was declared to be subject to statutory management.

Nothing in paragraph (b) of subsection (1) limits or prevents any person issuing any execution, attaching any debt, or otherwise enforcing or seeking to enforce any judgment or order obtained against a corporation in respect of any contract entered into, or obligation incurred, by that corporation after the date on which, and the time at which, that corporation was declared to be subject to statutory management.

In the case of a netting agreement to which sections 310A to 310O of the Companies Act 1993 or sections 255 to 263 of the Insolvency Act 2006 apply,—

In the case of netting under the rules of a designated FMI to which subpart 5 of Part 3 of the Financial Market Infrastructures Act 2021 applies,—

Subsection (1) is subject to section 139J(1) to (3) of the Banking (Prudential Supervision) Act 1989.

In subsection (8) and this subsection,—

Nothing in subsection (1) limits or prevents the exercise of any rights to enforce a security interest over collateral to the extent that the security interest secures payment or performance of an obligation under or in relation to a qualifying derivative if—

Terms and expressions defined in section 122A of the Banking (Prudential Supervision) Act 1989 and used in subsection (10) have in that subsection the same meanings as in that section.

Section 122B of the Banking (Prudential Supervision) Act 1989 applies with all necessary modifications for the purposes of subsection (10)(b) (and those modifications include treating references to section 122(9A)(b) of that Act as references to subsection (10)(b) of this section and treating references to the grantor as references to the corporation that granted the security interest).

Where a corporation is declared to be subject to statutory management, no person shall, except with the consent of the statutory manager, transfer, or remove from New Zealand, any property or assets of the corporation.

Any person who, after a corporation is declared to be subject to statutory management, except with the consent of the statutory manager, transfers, or removes from New Zealand, any property or assets of the corporation, commits an offence and is liable on conviction,—

Nothing in subsection (2) shall prevent the issue of an injunction or the making of any order to prevent such property or assets being removed from New Zealand.

Subsection (1) is subject to section 139J(1) to (3) of the Banking (Prudential Supervision) Act 1989.

The statutory manager of a corporation may, notwithstanding the terms of any contract, suspend in whole or in part the repayment of any deposit, or the payment of any debt, or the discharge of any obligation, to any person.

The suspension by a statutory manager in whole or in part of the repayment of any deposit, or the payment of any debt, or the discharge of any obligation, to any person pursuant to subsection (1) shall not constitute a breach or repudiation of any contract entered into by the corporation with any person.

Nothing in subsection (1) shall authorise the suspension by the statutory manager of the repayment of any deposit, or the payment of any debt, or the discharge of any obligation, to any person where the obligation to repay the deposit, or to pay the debt, or to discharge the obligation, was incurred by the corporation or by the statutory manager after the date upon which, and the time at which, the corporation became subject to statutory management.

Nothing in subsection (1) authorises the suspension by the statutory manager of the payment of any amount that would be included in the calculation of a netted balance in accordance with section 310C of the Companies Act 1993 or section 257 of the Insolvency Act 2006 or section 57(1) and (2) of the Financial Market Infrastructures Act 2021, as the case may be. However, subsection (1) applies to the payment of the netted balance.

Subsection (1) is subject to section 139J(1) to (3) of the Banking (Prudential Supervision) Act 1989.

Subject to this Part, where a corporation is declared to be subject to statutory management, the management of that corporation shall, on and after the date, and at and from the time, specified in the order, vest in the statutory manager of that corporation.

Where a corporation is declared to be subject to statutory management, it shall not be lawful or competent for any director, manager, or other person to be engaged in the management or conduct of the business of that corporation, or to act as an officer, or as the agent or servant, of the corporation, except with the permission of the statutory manager and so far as that permission extends.

Subsection (2) is subject to section 139J(1) to (3) of the Banking (Prudential Supervision) Act 1989.

Subject to this Part, a statutory manager of a corporation shall have all such powers, rights, and authorities as may be necessary to carry out the powers conferred by this Part.

Without limiting subsection (1), a statutory manager shall have and may exercise—

Without limiting subsection (1), a statutory manager of a corporation shall have and may exercise all of the powers conferred on a liquidator of a company by section 269 of the Companies Act 1993 in the same manner as if the statutory manager of the corporation were the liquidator of a company being wound up under that Act, and all the provisions of that section shall apply in respect of the disclaimer of any property of the corporation as if that property was property of a company to which that section applied.

Subject to this Part, a statutory manager of a corporation may carry on all or any part of the business of the corporation, and shall have and may exercise, in relation to the corporation, all such powers, rights, and authorities as may be necessary to carry on that business.

Subject to this Part, a statutory manager of a corporation shall, for the purposes of carrying on the business of that corporation, have power to—

The statutory manager of any corporation may, at any time, terminate any contract of service or agency between the corporation and any person who is its servant or agent, notwithstanding that by law, apart from this Act, the corporation could not have terminated the contract until some future date; and where a contract is terminated under this section the corporation shall be discharged from the further performance of the contract, and from all liabilities for subsequent non-performance of the contract.

After the termination of the contract, the other person may, within 6 months of receiving notice of the termination, apply to the court for compensation in respect of the contract; and the court may award such compensation as it considers just and reasonable having regard to the value of the consideration provided by the person, and to all amounts and benefits which the person has received under the contract, and to the conduct of the parties.

Subject to this Part, the statutory manager of a corporation may sell or otherwise dispose of the whole or any part of the business undertaking of the corporation to such person, and upon such terms and conditions, as the statutory manager thinks fit.

Without limiting any other powers of the statutory manager, for the purposes of subsection (1), the statutory manager shall have power to—

The provisions of any agreement requiring any consent, licence, permission, or other authority shall not have any application in respect of any sale pursuant to this section, unless the court, on application by any person who would be adversely affected, otherwise orders.

A statutory manager may—

notwithstanding the existence, or the terms and conditions, of any security over the property or those assets in favour of any other person.

Where a statutory manager of a corporation sells or otherwise disposes of any property or assets of that corporation under section 50(1), being property or assets subject to a security interest, the person entitled to the security interest must be paid out of the proceeds of sale or other disposition in priority to all other claims other than—

Where a statutory manager of a corporation sells or otherwise disposes of any property or assets of that corporation to any body corporate formed and registered pursuant to section 50(2)(a), being property or assets subject to a security in favour of any other person, the property or those assets shall continue to be subject to that security.

If a statutory manager of a corporation sells or otherwise disposes of any shares in a body corporate formed and registered under section 50(2)(a), any property or assets of which are subject to a security interest, other than a security interest of the kind described in subsection (6), the person entitled to the security interest must be paid out of the proceeds of sale or other disposition in priority to all other claims other than the costs of the statutory manager in selling or disposing of the shares.

If a statutory manager of a corporation sells or otherwise disposes of any property or assets of a body corporate formed and registered under section 50(2)(a), being property or assets subject to a security interest, other than a security interest of the kind described in subsection (6), the person entitled to the security interest must be paid out of the proceeds of sale or other disposition in priority to all other claims other than the costs of the statutory manager in selling or disposing of the property or assets.

The kind of security interest referred to in this subsection is a security interest that—

In this section, account receivable, inventory, new value, non-purchase money security interest, proceeds, purchase money security interest, and security interest have the same meanings as in the Personal Property Securities Act 1999.

For the purposes of subsections (2)(b)(i)(AB) and (ii)(B) and (6)(d), the security interest is a security interest over accounts receivable, inventory, or both to the extent that the security interest secures payment or performance of an obligation under or in relation to a qualifying derivative and—

Terms and expressions defined in section 122A of the Banking (Prudential Supervision) Act 1989 and used in subsection (8) have in that subsection the same meanings as in that section.

Section 122B of the Banking (Prudential Supervision) Act 1989 applies with all necessary modifications for the purposes of subsection (8)(b) (and those modifications include treating references to section 122(9A)(b) of that Act as references to subsection (8)(b) of this section and treating references to the grantor as references to the corporation that granted the security interest).

Subject to this Part, a statutory manager of a corporation may,—

The statutory manager of a corporation, not being a corporation referred to in subsection (1), may recommend to the Minister that the corporation be wound up.

The Governor-General may, by Order in Council, on the advice of the Minister given in accordance with a recommendation of a statutory manager under subsection (2), order that the corporation to which the recommendation relates shall be wound up in such manner as may be specified in the order and, in any such case, the corporation shall be wound up in the manner specified in the order.

Nothing in this section limits or affects any other enactment which provides for the winding up or liquidation or dissolution of any body corporate or any class of body corporate.

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

Where all or any part of any liability of a corporation is included in the sale or other disposition of the business undertaking of that corporation, or any part of that undertaking, pursuant to section 50—

In any case where, whether before or after the passing of this Act,—

the court may, if it thinks fit, make an order—

For the purpose of giving effect to any such order, the court may make such further order as it thinks fit.

No order made pursuant to this section shall deprive any other person of any estate or interest in the property if the estate or interest was acquired in good faith and for valuable consideration.

Nothing in this section shall restrict the operation of the Companies Act 1993.

Sections 275, 292 to 301, 310G, 310I, and 312 of the Companies Act 1993 shall apply to a corporation that is subject to statutory management under this Act in all respects, and with such modifications as may be necessary, as if—

Nothing in section 263 of the Companies Act 1993 shall apply to a corporation by reason of the application of section 312 of that Act.

To avoid doubt, the reference in section 275(4) of the Companies Act 1993 to clause 1(a) of Schedule 7 of the Companies Act 1993 must be read as a reference to section 65(1) of this Act.

Where an Order in Council is made under section 38 appointing 2 or more persons as statutory managers of a corporation, the order shall state whether the powers conferred by this Part shall be exercised by those persons acting together or may be exercised individually.

For the purposes of this Part, unless the context otherwise requires,—

The Minister may terminate the appointment of a statutory manager of a corporation for inability to perform the functions of the office, bankruptcy, neglect of duty, or misconduct, proved to the satisfaction of the Minister.

A statutory manager of a company may resign office by notice in writing to the Minister.

Where the appointment of a statutory manager is terminated under subsection (1), or a statutory manager resigns office, or dies, the Minister may appoint a person to take the place of that statutory manager.

Where a statutory manager resigns office, that statutory manager shall continue in office until a successor is appointed.

A statutory manager of a corporation may apply to the court for directions concerning the business or property of the corporation, or the management or administration of any such business or property, or the exercise of any powers under this Part.

On any application under subsection (1), the court may give directions concerning the business or property of the corporation, or the management or administration of any such business or property, or the exercise of any powers under this Part, and every person shall be bound by any such directions.

The statutory manager of a corporation shall have, in addition to the powers conferred on him or her by this Act, such other powers (if any) in respect of the corporation as the court, on application by the statutory manager, thinks fit to confer.

A statutory manager of an insurer to whom Part 10 of the Accident Compensation Act 2001 applies must not—

Where an Order in Council is made under section 38, the Minister may, by notice in the Gazette, appoint an advisory committee in relation to the statutory management of any corporation to which the order relates.

The functions of any such advisory committee shall be—

The members of an advisory committee shall be appointed for such period as may be specified in the notice of appointment.

The Minister may extend the term of appointment of any member of an advisory committee.

The Minister may appoint a person to be an additional member of an advisory committee.

The Minister may terminate the appointment of a member of an advisory committee for inability to perform the functions of the office, bankruptcy, neglect of duty, or misconduct proved to the satisfaction of the Minister.

A member of an advisory committee may resign office by notice in writing to the Minister.

Where a member of an advisory committee resigns, that member shall continue in office until a successor is appointed.

Where a corporation, or any subsidiary or associated person of a corporation, becomes subject to statutory management, and that corporation, subsidiary, or associated person is already being wound up or is already in liquidation or receivership,—

Where the statutory management of any corporation, subsidiary, or associated person referred to in subsection (1) is terminated, the liquidation or receivership of that corporation, subsidiary, or associated person shall, unless the Order in Council terminating the statutory management otherwise provides, and subject to such terms and conditions as the order may specify, revive as if it had not ceased by reason of this section.

Where any liquidation or receivership revives pursuant to subsection (2), the person specified in the order as such shall be the liquidator or receiver of that corporation, subsidiary, or associated person for the time being.

The Governor-General may, by Order in Council, declare that—

subject to statutory management, shall cease to be subject to statutory management on a date and at a time specified in the order.

Any corporation, or associated person of a corporation, or subsidiary of a corporation shall cease to be subject to statutory management if that corporation, or associated person, or subsidiary, as the case may be, is put into liquidation on the application of the statutory manager.

Where an order is made pursuant to subsection (1), or a corporation, or associated person of a corporation, or subsidiary of a corporation, as the case may be, is put into liquidation,—

For the purposes of subsection (3), specified time means,—

Where an Order in Council is made under subsection (1) declaring that a corporation shall cease to be subject to statutory management,—

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

The FMA, the Registrar, every statutory manager of a corporation, every member of an advisory committee, and every person appointed under section 17 or section 19 shall be indemnified by the Crown in respect of any liability relating to the exercise, or purported exercise, or omission to exercise, any power conferred by this Act unless it is shown that the exercise, or purported exercise, or omission to exercise, the power was in bad faith.

Any money required for the purposes of this section shall be paid out of a Crown Bank Account without further appropriation than this section.

The indemnity conferred by subsection (1) extends to legal costs incurred in defending a proceeding.

No reference in this section to a liability relating to any omission to exercise any power shall limit the provisions of section 7.

Except as otherwise provided in this Act, no corporation to which this Act applies, and no director or other officer of any such corporation, shall be entitled to be consulted or informed as to the exercise or possible exercise of any of the powers conferred by this Act.

All costs, charges, and expenses properly incurred by a statutory manager or a member of an advisory committee in the exercise of the manager’s or the member’s functions and powers under this Act (including such remuneration as may be approved by the Minister) shall be payable out of the property of the corporation in respect of which the statutory manager or member is appointed in priority to all other claims.

Notwithstanding subsection (1), where—

the court may, if it considers it just and equitable to do so, order that any of those costs, charges, and expenses shall be payable out of the property of the associated person of the corporation.

With the consent of the Minister of Finance, there may be advanced, out of money in a Crown Bank Account appropriated by Parliament for the purpose, to a statutory manager of a corporation or a member of an advisory committee, such amounts as the Minister may approve in respect of costs, charges, and expenses (including remuneration) due to, or incurred by, that person.

All money so advanced to that person shall be refunded to the Crown out of money payable to that person, and the Crown shall have all the rights of the person to whom the advance was made to receive and recover any such money. All money so refunded to the Crown shall be credited upon receipt to a Crown Bank Account.

It shall be the duty of all persons having possession and control of any books or records or documents or other property belonging to any corporation subject to statutory management, forthwith after it becomes subject to statutory management, to deliver or yield up possession of those books, records, documents, or other property to the statutory manager in respect of the corporation.

If any person fails for 7 days to comply with the requirements of subsection (1), that person commits an offence, and is liable on conviction to a fine not exceeding $5,000 and to a further fine not exceeding $100 for every day after the expiration of those 7 days during which the offence has continued.

If any person fails to comply with the requirements of subsection (1), the statutory manager may, at any time, certify the failure to the court (whether or not an offence has been committed under subsection (2)), and the court may inquire into the matter and, after hearing any witnesses who may be produced against, or by, or on behalf of the alleged offender, and after hearing any statement which may be offered in defence, may punish the offender in like manner as if the offender were liable under subpart 4 of Part 2 of the Contempt of Court Act 2019 for a breach of a court order.

It shall not be a defence to any proceedings under this section that the person in possession or control of any property is, or was, a trustee of the property for the corporation, or entitled to a lien or other charge over the property, or was a receiver or manager of the property.

The rights of any person who, in accordance with this section, delivers any property to the statutory manager in respect of the corporation shall continue, while the management continues, as if the person had not so delivered the property; and on the termination of the management, subject to the provisions of this Act and unless the court otherwise orders, the property shall be returned to the person who delivered it or to someone who derives a right to possession of the property from that person. The provisions of this subsection shall apply whether the person who delivers the property is a receiver or manager, or a person entitled to a lien or charge in respect of the property, or any other person having any rights in respect thereof.

Every director, officer, servant, or agent of any corporation subject to statutory management, or any other person, commits an offence, and is liable on conviction to imprisonment for a term not exceeding 2 years or to a fine not exceeding $50,000, who—

If, in any prosecution for an offence alleged to have been committed against this section, it is proved that the person charged with the offence has destroyed, altered, or concealed any book, document, or record, or has sent or attempted to send out of New Zealand any such book, document, or record, the onus of proving that in so doing that person had not acted in contravention of this section shall lie on that person.

If it appears to any statutory manager appointed in respect of a corporation under this Act that any person has been guilty of any offence in relation to that corporation, the statutory manager shall report the matter to the Solicitor-General.

Every person who commits an offence against this Act for which no penalty is provided elsewhere than in this section is liable on conviction,—

Nothing in sections 120, 207P to 209B, and 214 of the Companies Act 1993 shall apply to a company that is subject to statutory management.

Nothing in the Receiverships Act 1993 shall apply to a company that is subject to statutory management.

Nothing in any enactment other than the Income Tax Act 2007 or the Data and Statistics Act 2022 shall require a corporation that is subject to statutory management or a statutory manager to file any annual or other return.

The Governor-General may, from time to time, by Order in Council, declare that the provisions of any enactment that require a corporation that is subject to statutory management, or a statutory manager, to file any annual or other return shall not apply to that corporation or statutory manager.

No such order shall exclude the application of any provision of the Data and Statistics Act 2022 or the Income Tax Act 2007.

Any such order may apply—

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

The presentation to any Registrar of Deeds, or the Registrar-General of Land, or any other person charged with the keeping of any books or registers, of any instrument transferring or otherwise disposing of any property or assets of a corporation subject to statutory management, or any shares in or property or assets of any body corporate incorporated pursuant to section 50(2)(a),—

shall, in the absence of evidence to the contrary, be sufficient proof that the transfer or other disposition is made under the authority of that section.

The presentation to any Registrar of Deeds, or the Registrar-General of Land, or any other person charged with the keeping of any books or registers, of a certificate signed by the statutory manager that the amount secured by a charge over any property or assets of a corporation subject to statutory management, or any body corporate formed and registered pursuant to section 50(2)(a), as the case may be, has been paid shall, in the absence of evidence to the contrary, be sufficient proof that the amount secured by the charge has been repaid.

Notwithstanding the repeal, by section 73, of the Companies Special Investigations Act 1958,—

This section shall apply unless an Order in Council has been made in respect of the company pursuant to section 75.

The Governor-General may, by Order in Council,—

Where any such Order in Council is made, the following provisions shall apply on and after the date of commencement of the order:

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

Sections 42, 43, 44, and 51 and all other provisions of this Act are subject to section 435 of the Civil Aviation Act 2023 (which provides for the primacy of the provisions of the Cape Town Convention and the Aircraft Protocol) and the rest of subpart 4 of Part 10 of the Civil Aviation Act 2023 (which implements the Cape Town Convention and the Aircraft Protocol).

In this section,—