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Building Societies Act 1965

Conversion to company

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

You could also call this:

“Building society needs approval to become a company”

When a building society wants to change into a company, it needs to follow certain steps. First, the society must pass a special decision to approve a plan for this change. After this decision is made, the society has to wait for at least 21 days before sending a copy of the decision to the Registrar of Building Societies.

If someone disagrees with the decision and goes to court about it, the society has to wait until the court makes a decision. If there’s an appeal against the court’s decision, they have to wait until that appeal is finished.

After the waiting period, the society needs to send the Registrar a copy of their special decision and the plan for changing into a company. They have 14 days to do this if no one went to court about it. If someone did go to court, the society has 30 days after the court’s final decision to send these documents.

The Registrar will check that everything has been done correctly. If it has, they will keep the documents and register them. This registration proves that the society has followed all the rules.

If the society doesn’t send the required documents to the Registrar, they’re breaking the law. The society and any of its officers who didn’t follow the rules can get in trouble for this.

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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=DLM372315.

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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"

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113D: Registrar of Companies to register society as company on receipt of certain documents, or

"Company officer records when a building society becomes a company"

Part 7A Conversion to company

113CSpecial resolution approving scheme for conversion to be registered by Registrar of Building Societies

  1. A copy of a special resolution passed by a society pursuant to section 113A to approve a scheme for the conversion of the society into a company shall not be delivered to the Registrar for registration pursuant to this section before the expiration of the latest of the following:

  2. 21 days after the date on which the notice that a special resolution has been passed has been filed with the Registrar pursuant to section 113A(3); or
    1. if an application to the court has been made under section 113B, the date the application is determined by the court; or
      1. if there is an appeal against that determination, the date the appeal is finally determined.

        1. A copy of the special resolution together with a copy of the scheme for conversion shall, if an application under section 113B has not been made to the court, be delivered to the Registrar by the society within 14 days after the expiration of the period of 21 days referred to in subsection (1)(a).

        2. If an application has been made to the court under section 113B, a copy of the special resolution, together with a sealed copy of the order of the court confirming the approval of the scheme for conversion, and a copy of the scheme for conversion, shall be delivered to the Registrar by the later of the following:

        3. 30 days after the date the application is determined by the court; or
          1. if there is an appeal against that determination, 30 days after the date that appeal is finally determined.

            1. The Registrar, on being satisfied that the requirements of section 113A have been complied with, shall retain and register the documents delivered in accordance with subsection (2) or subsection (3), as the case may be, and shall certify the registration, which shall be conclusive evidence that the requirements of this section and section 113A have been complied with.

            2. If a society makes default in delivering to the Registrar any document required by this section to be delivered to the Registrar, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

            Notes
            • Section 113C: inserted, on , by section 26 of the Building Societies Amendment Act 1987 (1987 No 175).
            • Section 113C(4): amended, on , by section 7 of the Building Societies Amendment Act 2007 (2007 No 43).