Plain language law

New Zealand law explained for everyone

Building Societies Act 1965

Conversion to company

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

You could also call this:

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

You can ask the High Court to cancel the approval of a plan to turn a building society into a company. This is how it works:

You can apply to cancel the approval if you’re part of a group of members who make up at least one-tenth of the society’s voting members and you all voted against the plan. Or, if the court allows it, any member or someone the society owes money to can apply.

You need to apply within 21 days after the society tells the Registrar about the vote. You also need to tell the Registrar about your application within the same 21 days.

When looking at your application, the court can do a few things. It can confirm or cancel the approval, maybe with some conditions. It can pause things to let people buy out those who don’t agree with the plan. It can also give instructions to help make this happen.

The court will think about what’s fair for the society’s members when making its decision. It might look at other things too.

If you don’t like the court’s decision, you usually have 30 days to appeal it. You need special permission to appeal after that time.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM372313.

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

"Building society members can vote to change into a company"

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113C: Special resolution approving scheme for conversion to be registered by Registrar of Building Societies, or

"Building society needs approval to become a company"

Part 7A Conversion to company

113BCancellation of approval of scheme for conversion by High Court

  1. An application for the cancellation of the approval, by special resolution passed under section 113A, of a scheme for conversion of a society into a company may be made to the High Court—

  2. by persons—
    1. who together comprise not less than one-tenth of the whole number of members of the society who were qualified to vote on the special resolution of the society to approve the scheme for conversion; and
      1. who all voted, by person or by proxy, against that resolution; or
      2. with the leave of the court,—
        1. by any member of the society; or
          1. by any creditor of the society.

          2. An application under subsection (1) shall be made within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

          3. An application under subsection (1) may be made on behalf of 1 or more of the persons entitled to make the application by such 1 or more of their number as may be appointed in writing for the purpose.

          4. A copy of every application made under subsection (1) shall be filed with the Registrar within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

          5. On an application under subsection (1), the court may—

          6. make an order confirming or cancelling the approval of the scheme for the conversion of the society into a company either wholly or in part, and on such terms and conditions as it thinks fit:
            1. adjourn the proceedings in order that an arrangement may be made, to the satisfaction of the court, for the purchase of the interests of dissentient members:
              1. give such directions and make such orders as it thinks fit for facilitating or carrying into effect any such arrangement.

                1. In exercising its powers under subsection (5), the court—

                2. shall have regard to the rights and interests of the members of the society, or any class of them; and
                  1. may also have regard to any other matter that it thinks fit.

                    1. Except by special leave of the court by whom the judgment or order appealed from was made, or by special leave of the Court of Appeal, no appeal from any judgment or order made under subsection (5) shall be brought after the expiration of 30 days from the time the decision of the court is given.

                    Notes
                    • Section 113B: inserted, on , by section 26 of the Building Societies Amendment Act 1987 (1987 No 175).