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Companies Act 1993

Schedule 1AA: Transitional, savings, and related provisions

You could also call this:

“Rules for managing changes to the Companies Act”

This schedule outlines transitional and savings provisions for the Companies Act 1993. It explains how changes to the Act apply to different situations.

The schedule covers several amendments, including those related to financial assistance, financial reporting, compromise variations, and bilateral netting agreements. For example, new rules about financial assistance only apply to assistance given after the changes came into effect. The schedule also addresses how changes to financial reporting requirements apply to different accounting periods.

The schedule also includes provisions about how changes to the Act apply in relation to the COVID-19 pandemic, insolvency practitioners, and other specific situations. It explains which version of the Act applies in different circumstances, such as for liquidations that started before or after certain changes were made. This helps ensure that the right rules are followed in each case.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM7202218.

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1AATransitional, savings, and related provisions

1Provisions relating to Regulatory Systems (Commercial Matters) Amendment Act 2017

1Financial assistance not exceeding 5% of shareholders’ funds

  1. This Act, as amended by section 17 of the Regulatory Systems (Commercial Matters) Amendment Act 2017, applies only to financial assistance given after the commencement of that section.

2Financial reporting and annual report amendments

  1. This Act, as amended by sections 20 to 27 of the Regulatory Systems (Commercial Matters) Amendment Act 2017, applies to a company or an overseas company in relation to the following accounting periods:

  2. an accounting period that commenced before, but ends on or after, the commencement of those sections:
    1. accounting periods that commence on or after the commencement of those sections.

      3Variation of compromise

      1. Section 231(1A) (as inserted by section 29 of the Regulatory Systems (Commercial Matters) Amendment Act 2017)—

      2. applies to a compromise whether approved before or after the commencement of section 231(1A); but
        1. does not apply to a variation made before the commencement of section 231(1A).

          4Mutuality required for transactions under bilateral netting agreements

          1. Section 239AEJ(2) and (3) (as inserted by section 30 of the Regulatory Systems (Commercial Matters) Amendment Act 2017)—

          2. applies to a bilateral netting agreement whether made before or after the commencement of section 239AEJ(2) and (3); but
            1. does not apply if the administration of the company began before the commencement of section 239AEJ(2) and (3).

              1. Section 310D(2) and (3) (as inserted by section 31 of the Regulatory Systems (Commercial Matters) Amendment Act 2017)—

              2. applies to a bilateral netting agreement whether made before or after the commencement of section 310D(2) and (3); but
                1. does not apply if the liquidation of the company began before the commencement of section 310D(2) and (3).

                  2Provision relating to Financial Markets (Derivatives Margin and Benchmarking) Reform Amendment Act 2019

                  5Provision relating to enforcing security interest over collateral for qualifying derivative

                  1. The amendments made by subpart 2 of Part 1 of the Financial Markets (Derivatives Margin and Benchmarking) Reform Amendment Act 2019 apply to—

                  2. a qualifying derivative entered into before the commencement of this clause if, on that commencement, any obligations remain under or in relation to the derivative (whether the obligations are contingent or otherwise); and
                    1. a qualifying derivative entered into on or after the commencement of this clause.

                      Notes
                      • Schedule 1AA clause 5: inserted, on , by section 11 of the Financial Markets (Derivatives Margin and Benchmarking) Reform Amendment Act 2019 (2019 No 46).

                      3Provision relating to COVID-19 Response (Further Management Measures) Legislation Act 2020

                      6Application of changes to voidable transactions provisions

                      1. The amendments made to section 126 and Part 16 by the COVID-19 Response (Further Management Measures) Legislation Act 2020 apply only in respect of liquidations that commence on or after the date on which those amendments came into force.

                      2. Section 126 and Part 16, as in force immediately before those amendments come into force, continue to apply in respect of liquidations that commenced before those amendments came into force.

                      Notes
                      • Schedule 1AA clause 6: inserted, on , by section 3 of the COVID-19 Response (Further Management Measures) Legislation Act 2020 (2020 No 13).

                      4Provisions relating to Part 1 of Insolvency Practitioners Regulation (Amendments) Act 2019

                      7Interpretation

                      1. In this Part,—

                        amendment Act means Part 1 of the Insolvency Practitioners Regulation (Amendments) Act 2019

                          commencement date, in relation to a provision of this Act, means the date on which the provision is amended, replaced, repealed, or inserted by the amendment Act

                            company, in relation to a liquidation under Part 16, has the meaning given to it in section 240(1A)

                              new, in relation to a provision of this Act, means the provision as amended, replaced, or inserted by the amendment Act

                                old, in relation to a provision of this Act, means the provision as in force immediately before its amendment or repeal by the amendment Act.

                                Notes
                                • Schedule 1AA clause 7: inserted, on , by section 57(a) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

                                8Application of new provisions to insolvency engagements already under way

                                1. The new provisions do not apply (and the old provisions continue to apply) in relation to—

                                2. the administration of a company under Part 15A for which an administrator was appointed before the commencement date; or
                                  1. a company under a deed of company arrangement under Part 15A for which the deed of company arrangement was executed before the commencement date; or
                                    1. the liquidation of a company under Part 16 for which a liquidator was appointed before the commencement date.

                                      1. Subclause (1)(c) applies subject to clause 5(2) to (4) of Schedule 1 of the Insolvency Practitioners Regulation Act 2019.

                                      Notes
                                      • Schedule 1AA clause 8: inserted, on , by section 57(a) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

                                      9Existing court orders relating to appointments continue to have effect

                                      1. This clause applies to each court order that—

                                      2. is made under old section 239F(2), 239ACD(2), or 280(1) and permits a person to be appointed as an administrator, a deed administrator, or a liquidator despite being a person described in old section 280(1)(d) to (m); and
                                        1. is in force on the commencement date of the old provision under which the order is made.

                                          1. Until the court order ceases to be in force, the order must be treated as if it were made under the new provision that replaces the old provision under which the court order is made.

                                          2. However, a person is not eligible to be appointed as an administrator, a deed administrator, or a liquidator (as the case may be) if the person is ineligible under any new provision of this Act for a reason that is not covered by the court order.

                                          Notes
                                          • Schedule 1AA clause 9: inserted, on , by section 57(a) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).