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Building Societies Act 1965

Conversion to company

113A: Building society may approve scheme for conversion of society into company under Companies Act 1993

You could also call this:

“Building society members can vote to change into a company”

You can turn your building society into a company if you want to. To do this, you need to get a special vote from your members. This is called a ‘special resolution’.

If your members agree, you’ll need to make a plan. This plan should say:

  • What the new company will be called
  • How many shares the new company will have
  • What rules the new company will follow
  • Who will own shares in the new company
  • How many shares each person will get
  • What will happen to members who won’t get shares

You need to tell the Registrar within 14 days if your members agree to the plan.

Before you ask your members to vote, you must send them information about the plan. This information should explain:

  • What the plan says
  • If the company will do different things than the building society does now
  • Who will be in charge of the new company
  • If anyone will get money because of this change
  • If the company plans to give out more shares soon after it changes

You must let members see the full plan at your office if they want to.

If an expert helps with the plan, you need to make sure they agree to their information being used. You also need to tell members about the expert’s qualifications and if they work for the building society or will work for the new company.

An expert is someone who knows a lot about a subject, like an accountant. But it can’t be the person who checks your accounts or someone who runs the building society.

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This page was last updated on

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM372309.

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113B: Cancellation of approval of scheme for conversion by High Court, or

"High Court can cancel a plan to turn a building society into a company if members ask"

Part 7A Conversion to company

113ABuilding society may approve scheme for conversion of society into company under Companies Act 1993

  1. A society may, by special resolution, approve a scheme for conversion of the society into a company having limited liability under the Companies Act 1993.

  2. Every scheme shall—

  3. state the name of the proposed company:
    1. state the number of shares of the proposed company:
      1. have annexed to it the constitution of the proposed company, if it is proposed to have one:
        1. specify the persons or classes of persons who will be shareholders of the proposed company:
          1. specify, in the case of persons or classes of persons who are members of the society and who will be shareholders of the proposed company, by reference to the interests of those persons or classes of persons in the capital of the society, the entitlements of those persons or classes of persons to shares in the proposed company:
            1. specify, in the case of persons or classes of persons who are members of the society and who will not be shareholders of the proposed company, the rights and liabilities of such persons or classes of persons:
              1. contain such other matters as the society thinks appropriate.

                1. A society that has passed a special resolution approving a scheme for the conversion of the society into a company pursuant to this section shall, within 14 days after the date on which the resolution was passed, file a notice, stating that such a resolution has been passed, and specifying the terms thereof, with the Registrar.

                2. Before a special resolution is passed pursuant to subsection (1) a notice complying with the provisions of subsection (5) shall be sent to every member qualified to vote on the special resolution together with the notice of meeting required by section 78 to be sent to each such member.

                3. Every notice required for the purposes of subsection (4) shall—

                4. summarise, in sufficient detail to enable the members of the society to properly determine how to vote on the resolution, the matters required to be referred to in, and the contents of any documents required to be annexed to, the scheme for conversion as specified in subsection (2):
                  1. specify any proposed change in the principal activities of the society:
                    1. specify the names of the persons who will be the directors of the proposed company:
                      1. state whether any financial benefits are to be conferred as a consequence of the scheme on any director of the society or the proposed company:
                        1. state whether it is intended that the proposed company will, within 6 months of the conversion date, issue any shares in the proposed company other than in accordance with the scheme for conversion:
                          1. state that a copy of the scheme for conversion is available for inspection by any member at every place of business of the society at any time during normal business hours.

                            1. No scheme for conversion including a statement purporting to be made by an expert, and no document relating to a scheme for conversion including a statement purporting to be made by an expert, shall be sent to, or made available for inspection by, any person for the purposes of this section, unless—

                            2. the expert has given and has not, before the date on which the scheme for conversion or other document, as the case may be, is sent to, or made available for inspection by, any person, withdrawn his or her written consent to distribution of the scheme or other document with the statement included in the form and context in which it is included; and
                              1. a statement that the expert has given and has not withdrawn his or her consent appears in the scheme or other document, as the case may be; and
                                1. a statement of the expert's qualifications appears in the scheme or other document, as the case may be; and
                                  1. a statement which appears in the scheme or other document, as the case may be, states whether or not the expert is or is intended to be a director, officer, or employee of, or professional adviser to, the society or the proposed company; and
                                    1. the statement was made not earlier than 4 months before the scheme or other document, as the case may be, was sent to, or made available for inspection by, any person for the purposes of this section.

                                      1. For the purposes of subsection (6), expert means any person who holds himself or herself out to be of a profession or calling that gives authority to a statement made by him or her; and includes an accountant or valuer; but does not include a person acting in his or her capacity as an auditor or as a director or officer of a society.

                                      Notes
                                      • Section 113A: inserted, on , by section 26 of the Building Societies Amendment Act 1987 (1987 No 175).
                                      • Section 113A heading: amended, on , by section 2 of the Building Societies Amendment Act 1993 (1993 No 111).
                                      • Section 113A(1): replaced, on , by section 2 of the Building Societies Amendment Act 1993 (1993 No 111).
                                      • Section 113A(2): replaced, on , by section 2 of the Building Societies Amendment Act 1993 (1993 No 111).