This Act may be cited as the Public Service Investment Society Limited Act 1998.

In this Act, unless the context otherwise requires,—

(1) The society may, by special resolution, decide to apply to be registered as a company under the Companies Act 1993.

(2) The special resolution must be passed in the manner prescribed by section 14 of the Industrial and Provident Societies Act 1908.

(1) The board may, at any time, deliver to the Registrar of Companies a copy of the special resolution and an application for registration under section 12 of the Companies Act 1993.

(2) Section 12(1)(d) of the Companies Act 1993 (which requires the initial shareholders to consent in writing to becoming shareholders) does not apply to the application. Instead, the application and any other documents required to accompany it may be signed by 2 members of the board.

(3) The Registrar of Companies must—

• (a) register the application; and

• (b) issue a certificate of incorporation.

(4) The registration of the society ceases on its registration as a company and must be cancelled by the Registrar of Industrial and Provident Societies.

On the registration of the company, the undertaking of the society belongs to and vests in the company.

(1) On and from the registration of the company, the relationship between the society and a depositor or an investor becomes the same relationship between the company and the depositor or investor.

(2) The same rights and liabilities, including rights of set-off, continue to exist as between the company and the depositor or investor as existed between the society and the depositor or investor immediately before registration.

Contracts, agreements, guarantees, conveyances, deeds, leases, licences, and other instruments, undertakings, and notices (whether in writing or not), entered into by, made with, given to or by, or addressed to the society (whether alone or with another person) before the registration of the company and subsisting immediately before registration are binding on, enforceable by, against, or in favour of the company, as if the company and not the society had been the person by whom they were entered into, with whom they were made, or to or by whom they were given or addressed.

(1) A security held by the society for a debt or other liability to the society incurred before registration of the company is available to the company as security for the discharge of that debt or liability and, if it extends to future or prospective debts or liabilities, is available as security for the discharge of debts or liabilities to the company incurred on or after registration.

(2) The company is entitled to the same rights and priorities and is subject to the same liabilities in relation to the security as the society.

A reference (express or implied) to the society in an instrument made, given, passed, or executed before the registration of the company is a reference to the company.

(1) An action, arbitration, proceeding, or a cause of action that was pending or that existed by, against, or in favour of the society or to which the society was a party before the registration of the company may be continued and enforced by, against, or in favour of the company.

(2) It is not necessary to amend an application, notice, or other document to do so.

Nothing in this Act and nothing done under this Act—

• (a) places the society, the company, or any other person in breach of contract or confidence or makes any of them liable for a civil wrong; or

• (b) entitles a person to terminate or cancel a contract or arrangement or to accelerate the performance of an obligation; or

• (c) places the society, the company, or any other person in breach of an enactment, a rule of law, or a provision of a contract that prohibits, restricts, or regulates the assignment or transfer of property or the disclosure of information; or

• (d) releases a surety from an obligation; or

• (e) invalidates or discharges a contract or security.

(1) On the registration of the company, each employee of the society becomes an employee of the company.

(2) For the purposes of an enactment, rule of law, contract, or agreement relating to the employee, the contract of employment of the employee must be treated as unbroken and a period of service with the society must be treated as a period of service with the company.

(3) The terms and conditions of employment of the employee must remain the same as the terms and conditions of his or her employment with the society immediately before the registration of the company, but they may be varied in the same manner.

(4) An employee is not entitled to receive a payment or benefit because he or she has, as a result solely of this Act, ceased to be an employee of the society.

(5) This section applies despite anything else in this Act.

(1) For the purposes of the Inland Revenue Acts (as that term is defined in section 3 of the Tax Administration Act 1994),—

• (a) the society and the company are the same person; and

• (b) a transaction entered into by, and an act of, the society must be treated—

  • (i) as having been entered into by, or as an act of, the company; and

  • (ii) as having been entered into, or performed by, the company at the time it was entered into, or performed by, the society.

(2) A person must be treated as having held a voting interest or a market value interest in the company at all times from the time the person became a member of the society if—

• (a) the person acquired the voting interest or the market value interest in the company after its registration; and

• (b) immediately prior to the cancellation of the registration of the society the person was a member of the society and the interest in the company was acquired solely by virtue of that membership.

(3) The terms voting interest and market value interest have the same meanings as they have in the Income Tax Act 2007.

Sections 14A and 14B of the Industrial and Provident Societies Act 1908 do not apply to the society or the company.

This Act is a private Act.