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95A: Perpetual debentures
or “Companies can issue loans that may never be repaid”
You could also call this:

“Reissuing or replacing company debentures that have been paid off”

You can reissue debentures that your company has already redeemed, or you can issue new debentures to replace them. This applies to debentures redeemed before, on, or after 1 January 2008. However, you can’t do this if your company’s constitution or a contract says you can’t, or if your company has shown it wants to cancel the debentures.

When you reissue debentures or issue new ones to replace them, they have the same priority as the original debentures. This means they’re treated as if they’ve always had this priority.

If you use debentures as security for loans, they’re not considered redeemed just because you’ve paid off your debt while the debentures are still being held as security.

When you reissue a debenture or issue a new one to replace it, it’s treated as a new debenture for stamp duty purposes. But it’s not counted as a new debenture if there are limits on how many debentures your company can issue.

These rules apply to debentures issued or reissued before, on, or after 1 January 2008.

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Next up: 95C: Specific performance of contracts to subscribe for debentures

or “Court can order you to follow through on agreements to lend money to companies”
Next

Part 6 Shares and debentures
Debentures

95BPower to reissue redeemed debentures in certain cases

  1. A company that has redeemed debentures previously issued by it may—

  2. reissue the debentures; or
    1. issue other debentures in their place.

      1. Subsection (1) applies—

      2. whether the debentures were redeemed before, on, or after 1 January 2008:
        1. unless—
          1. the company's constitution or a contract entered into by the company contains a provision (whether express or implied) to the contrary; or
            1. the company has, by passing a resolution or by some other act, indicated its intention that the debentures are cancelled.

            2. On a reissue of redeemed debentures or of other debentures in their place, the debentures are to be treated as having, and as always having had, the same priority as the redeemed debentures.

            3. Debentures of a company deposited to secure advances from time to time (whether on current account or otherwise) are not to be treated as redeemed because the company's account ceases to be in debit while the debentures are deposited.

            4. Subsection (4) applies whether the debentures were deposited before, on, or after 1 January 2008.

            5. The reissue of a debenture or the issue of another debenture in its place under this section (whether before, on, or after 1 January 2008)—

            6. is to be treated as the issue of a new debenture for the purposes of stamp duty payable (if any); but
              1. is not to be treated as the issue of a new debenture for the purposes of any provision limiting the amount or number of debentures to be issued.

                Compare
                Notes
                • Section 95B: inserted, on , by section 364(1) of the Property Law Act 2007 (2007 No 91).