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Building Societies Act 1965

Conversion to company

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

You could also call this:

“Company officer records when a building society becomes a company”

When a building society wants to become a company, it needs to follow certain steps. After the society gets approval for this change, it must give some important documents to the Registrar of Companies. These documents include a copy of the decision to change, the new company’s rules, proof that the new company name is okay to use, the company’s address, and agreements from the new directors. The society also needs to give its old certificate and pay a fee.

If all the papers are correct, the Registrar will keep them and give the new company a certificate. This certificate proves that the society is now a company. From the date on the certificate, the society stops being a building society and becomes a company under a different law.

The Registrar will tell everyone about this change in a special newspaper. When the society becomes a company, the people who were part of the society become shareholders in the new company. Their shares are automatically given to them, and their names and details are put in the company’s records.

The new company must then give the Registrar a list of all the new shareholders and their shares. They also need to explain how much the shares are worth and how people paid for them.

If the old society didn’t have all the details about its members, the new company doesn’t have to give all this information about its new shareholders.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM372317.

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"Building society needs approval to become a company"

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Part 7A Conversion to company

113DRegistrar of Companies to register society as company on receipt of certain documents

  1. As soon as reasonably practicable after the registration, pursuant to section 113C(4), of a copy of the special resolution approving the scheme for the conversion of the society into a company, the society shall deliver to the Registrar of Companies the following documents and fee:

  2. a copy of the special resolution certified under the hand of the Registrar of Building Societies as having been registered under section 113C(4):
    1. the constitution of the proposed company, if it is proposed to have one, annexed to the scheme approved by the society:
      1. confirmation from the Registrar of Companies that the name of the proposed company has been reserved pursuant to section 22 of the Companies Act 1993:
        1. the address of the registered office and the address for service of the proposed company:
          1. the written consents to act as directors as required by section 152 of the Companies Act 1993 of all persons to be appointed directors of the proposed company:
            1. the certificate of incorporation of the society issued under this Act:
              1. such fee as is payable for the registration of the company.

                1. The Registrar of Companies, on being satisfied that the documents delivered under subsection (1) are in accordance with that subsection, shall retain and register them and issue a certificate of incorporation for the company.

                2. The certificate of incorporation shall be conclusive evidence that the requirements of this section have been complied with and that the society was, on the date shown in the certificate, duly registered as a company under the Companies Act 1993.

                3. From the commencement of the date shown in the certificate of incorporation, the society shall cease to be incorporated under this Act and shall be a company incorporated under Part 2 of the Companies Act 1993 and that Act shall apply to it accordingly.

                4. The Registrar shall forthwith publish notice of the registration of the society as a company pursuant to this section in the Gazette.

                5. Upon the registration of a society as a company,—

                6. all persons who are to be shareholders of the company in accordance with the terms of the scheme for conversion shall be shareholders in the company; and
                  1. the shares in the company to which all such persons are entitled in accordance with the scheme for conversion shall be deemed to be issued to such persons; and
                    1. an entry shall be made in the share register of the company in respect of each such person showing—
                      1. the name of that person:
                        1. the address of that person to which notices and other documents are to be sent:
                          1. the class of share and the number of the shares in the company to be held by that person calculated in accordance with the terms of the scheme for conversion.

                          2. Where any shares are, pursuant to subsection (6), deemed to have been issued to shareholders of the company, the company shall, as soon as practicable, deliver to the Registrar of Companies—

                          3. a list, verified by the statutory declaration of a director, showing—
                            1. the number of shares issued:
                              1. the names, addresses, and descriptions of the shareholders:
                                1. the amount credited as paid up on each share issued:
                                  1. the consideration for which the shares were issued:
                                  2. a statutory declaration by a director of the company to the effect that the consideration provided is not less than the amount by which the shares have been paid up otherwise than in cash and describing the consideration for the issue of the shares (or, where the effect of the issue of the shares is to satisfy the whole or part of a liability of the company, for the liability) in sufficient detail to identify it and stating an estimate of its value and how that value was assessed.

                                    1. Notwithstanding anything contained in subsection (7)(a) of this section or section 87 of the Companies Act 1993, no company into which a society has become converted pursuant to this Part shall be required—

                                    2. to show on the list required to be delivered to the Registrar of Companies by subsection (7)(a); or
                                      1. to enter in its share register—
                                          1. the description of any person who immediately before the conversion date was a member of the society if the register of members of the society did not contain a description of that person.

                                        Notes
                                        • Section 113D: replaced, on , by section 3 of the Building Societies Amendment Act 1993 (1993 No 111).