Land Transfer Act 2017

Dealings in estates and interests in land - Flat and office owning companies

136: Exercise of power of sale by mortgagee of licence

You could also call this:

"What happens when a lender sells a licence with a mortgage"

You have a mortgage on a licence and the person who lent you the money can sell it. They can do everything needed to transfer the shares to themselves or someone else. The company must register the transfer of shares. You need to know the company has rules about transferring shares. The company's directors or the company itself might need to approve the transfer. But they cannot unreasonably say no to the transfer. There is more information about this in section 121N. The rules of the company are important when transferring shares. The transfer of shares must follow these rules.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6731313.

This page was last updated on 24 December 2025 — View changes

Topics:

Money and consumer rights > Banking and loansBusiness > Industry rules

135: Priority of replacement mortgage over land of company, or

"A replacement mortgage on company land keeps its priority if it meets certain conditions."

137: Registration of transfer of licence or new licence by Registrar, or

"Registrar's rules for transferring or getting a new licence"

Part 3Dealings in estates and interests in land
Flat and office owning companies

136Exercise of power of sale by mortgagee of licence

This section applies to the exercise of a power of sale contained or implied in a registered mortgage of a registered licence.
The mortgagee of the mortgage may execute all assurances and do all other things necessary to transfer to the mortgagee or to any other person the shares to which the licence relates.
The company must register the transfer of shares.
Subsection (3) is subject to any provision in the constitution of the company requiring the directors of the company or the company to approve the transfer.
Despite anything in the constitution of the company, the approval of the directors or of the company to the transfer of the shares must not be unreasonably withheld.

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s 121N