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Financial Markets Conduct Act 2013

Preliminary provisions - Interpretation

12: Meaning of associated person and related body corporate

You could also call this:

"What it means to be connected to someone or a company in business and law"

In the Financial Markets Conduct Act 2013, you are associated with another person if you have a certain connection with them. You can be connected if one person has the power to control the other, or if you are relatives. You can also be associated if you are partners under the Partnership Law Act 2019, or if one person is a director or senior manager of the other.

You can be associated if you act together, or if one person acts according to the wishes of the other. You can also be associated if one person has a lot of influence over the other, or if you are both part of the same company.

A company is related to another company if one company owns the other, or if they have a lot of the same owners. Companies can also be related if they work together so closely that it's hard to tell them apart, or if they are both related to another company.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM4090933.

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Part 1Preliminary provisions
Interpretation

12Meaning of associated person and related body corporate

  1. In this Act, a person (A) is associated with, or an associated person of, another person (B) if—

  2. A is a body corporate and B has the power, directly or indirectly, to exercise, or control the exercise of, the rights to vote attaching to 25% or more of the voting products of the body corporate (or vice versa):
    1. A and B are relatives or related bodies corporate:
      1. A and B are partners to whom the Partnership Law Act 2019 applies:
        1. A is a director or senior manager of B (or vice versa):
          1. A and B are acting jointly or in concert:
            1. A acts, or is accustomed to act, in accordance with the wishes of B (or vice versa):
              1. A is able, directly or indirectly, to exert a substantial degree of influence over the activities of B (or vice versa):
                1. A and B are bodies corporate that consist substantially of the same members or shareholders or that are under the control of the same persons:
                  1. there is another person with which A and B are both associated.

                    1. In this Act, a body corporate (A) is related to another body corporate (B) if—

                    2. B is A's holding company or subsidiary within the meaning of section 5 of the Companies Act 1993; or
                      1. more than half of A's voting products (other than voting products that carry no right to participate beyond a specified amount in a distribution of either profits or capital) are held by B and bodies corporate that are related to B (whether directly or indirectly, but other than in a fiduciary capacity), or vice versa; or
                        1. more than half of the voting products (other than voting products that carry no right to participate beyond a specified amount in a distribution of either profits or capital) of each of A and B are held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or
                          1. the businesses of A and B have been so carried on that the separate business of each body corporate, or a substantial part of that business, is not readily identifiable; or
                            1. there is another body corporate to which A and B are both related.

                              Notes
                              • Section 12(1)(c): amended, on , by section 86 of the Partnership Law Act 2019 (2019 No 53).