1 Short Title and commencement

2 Interpretation

2A Meaning of advertisement

2B Meaning of due enquiry

2C Meaning of qualified auditor

2D Meaning of security

3 Construction of references to offering securities to the public

3A Status of examples

4 Application of this Act

5 Exemptions from this Act

5A Exemption for employer superannuation schemes

5B Conditions of exemption for employer superannuation schemes

5C Definitions for the purposes of sections 5A to 5C

6 Previously allotted securities

6A Term implied in certain offers of previously allotted securities

7 Territorial scope of Part 2

7A Temporary exemption for superannuation schemes [Expired]

7B Terms and conditions of authorisation [Repealed]

8 Act to bind Crown

9 Securities Commission

10 Functions of Commission

11 Membership of Commission

12 Appointment of member to exercise powers of Chairperson [Repealed]

13 Term of office of members

14 Remuneration of members [Repealed]

14A Travelling allowances and expenses [Repealed]

14B Commission may act by divisions

14C Membership, chairperson, meetings, and resolutions of division

14D Powers of division

15 Meetings of Commission

15A Completion of proceedings where member unable to attend meeting

16 Assent to resolution without a meeting

17 General powers of Commission [Repealed]

17A Sharing of information with Takeovers Panel

17B Sharing of information with Commerce Commission

18 Powers of Commission to take evidence [Repealed]

18A Commission may take evidence for overseas commission or body [Repealed]

19 Provisions relating to certain proceedings before Commission [Repealed]

20 Employees of Commission [Repealed]

21 Employment of experts [Repealed]

22 Superannuation or retiring allowances

23 Application of certain acts to members and staff of Commission [Repealed]

24 Members of Commission and staff deemed to be officials [Repealed]

25 Commission may state case for opinion of High Court [Repealed]

26 Appeals to High Court on questions of law only [Repealed]

27 Restrictions on delegation

28 Protection from liability for Commission and members, officers, and employees

28A Commission may publish reports

29 Evidence of resolution of Commission

30 Annual reports [Repealed]

31 Money to be appropriated by Parliament for purposes of this Act [Repealed]

31A Funds of Commission [Repealed]

31B Bank accounts [Repealed]

31C Auditor-General to be auditor of Commission [Repealed]

31CA Crown entity [Repealed]

31D Investment of money [Repealed]

31E Exemption from income tax

32 Offences [Repealed]

33 Restrictions on offer of securities to the public

34 Restrictions on distribution of prospectuses

35 Restrictions on door-to-door sales

36 Restrictions on advertising of otherwise exempt securities [Repealed]

36A Subscriptions must be held in trust

37 Void irregular allotments

37AA Applications for relief orders in respect of section 37

37AB Effect of relief order in respect of section 37

37AC Court must make relief order in certain circumstances

37AD Consent for purposes of section 37AC(1)(c) or (d)

37AE Notice to subscriber for purposes of section 37AC(1)(e)

37AF How notice must be given

37AG Court may make order for compensation

37AH When Court may make relief order in respect of section 37

37AI Transitional provision for relief orders in respect of section 37

37AJ Other orders that Court may make in relation to relief orders under section 37AH or section 37AI

37AK Service and rights to appear and adduce evidence in respect of section 37

37AL Other proceedings for relief in respect of section 37

37A Voidable irregular allotments

37B Relief orders in respect of section 37A

37C When Court may make relief order in respect of section 37A

37D Transitional provision for relief orders in respect of section 37A

37E Other orders that Court may make in relation to relief orders under section 37C or section 37D

37F Service and rights to appear and adduce evidence in respect of section 37C or section 37D

37G Other proceedings for relief in respect of section 37A

38 Meaning of authorised advertisement

38AA Meaning of authorised advertisement in relation to offers of debt securities by registered banks [Repealed]

38A Statement in advertisement by expert

38B Prohibition of advertisements

38C Meaning of investment statement

38D Purpose of investment statement

38E Form and content of investment statement

38F Suspension and prohibition of investment statement

39 Form and content of prospectus

40 Statement in prospectus by expert

41 Requirements relating to prospectuses delivered to registrar for Registration

42 Registration of prospectus

43 Amendment of registered prospectus

44 Suspension and cancellation of registration of registered prospectus

44A Commission may make delayed allotment orders

44AB Notices and submissions concerning delayed allotment orders

44AC Limited notice and submissions for urgent delayed allotment orders

44AD Effect of delayed allotment orders

44AE Commission may make prohibition orders

44AF Notices and submissions concerning prohibition orders

44AG Effect of prohibition orders

44B Commission's powers in respect of contributory mortgages

44C Powers and duties of persons appointed to act as broker

44D Powers and duties of person appointed to act as director or secretary of Nominee Company

45 Contents of deeds

46 Registration of trust deeds and deeds of participation

47 Amendment of registered deed

48 Persons who may act as trustees and statutory supervisors

49 Trustees and statutory supervisors may apply to Court for orders relating to securities

50 Duty of auditor to report to trustee or statutory supervisor

50A Duty of auditor to report to unit trustee

51 Issuers to keep registers of securities

52 Rights of inspection of registers of securities and to copies of registers and deeds

53 Issuers to keep proper accounting records

53A Place where accounting records to be kept

53B Accounting records to be in English

53C Period for which accounting records to be kept

53D Inspection of accounting records

53E Financial statements to be audited

53F Application of other Acts not affected

54 Issuers to issue certificates evidencing securities

54A Information to be sent periodically to security holders

54B Information to be disclosed by issuers on request

55 Interpretation of provisions relating to advertisements, prospectuses, and registered prospectuses

55A Overview of civil liability

55B What are civil liability events

55C When Court may make pecuniary penalty orders and declarations of civil liability

55D Purpose and effect of declarations of civil liability

55E What declarations of civil liability must state

55F Amount of pecuniary penalty

55G Compensation orders

56 Which persons are liable for misstatements

57 Which experts are liable for misstatements

57A Which persons are liable for breaches of contributory mortgage regulations

57B Pecuniary penalty order and compensation order may be made for same conduct

57C Only one pecuniary penalty order may be made for same conduct

57D Standard of proof for civil remedies

57E Time limit for applying for civil remedies

58 Criminal liability for misstatement in advertisement or registered prospectus

59 Criminal liability for offering, distributing, or allotting in contravention of this act

59A Criminal liability for obstructing exercise of powers

60 Other offences

60A When Court may make management banning orders

60B Terms of management banning orders

60C Offence of contravening management banning order

60D Only one management banning order may be made for same conduct

60E Persons automatically banned from management

60F General provisions for bans and banning orders

60G When Court may prohibit payment or transfer of money, securities, or other property

60H What orders may be made

60I Interim orders

60J Relationship with other law

60K Offence

61 General prohibition on indemnities or insurance for directors, employees, and auditors of issuer

61A Permitted indemnities for certain costs of directors, employees, and auditors of issuers

61B Permitted insurance for certain liability of directors and employees of issuer

61C Interpretation for sections 61 to 61B

62 Liability of trustees and statutory supervisors

63 Power of Court to grant relief in certain cases

63A No liability under Fair Trading Act 1986 if not liable under this Act

64 Time in which information may be laid

65 Saving of liability under general law

65A Jurisdiction of Courts in New Zealand

65B Court may order payment of Commission's costs

65C Orders to secure compliance

65D Giving notice of application for Court orders

65E General provisions as to Court's orders

65F No pecuniary penalty and fine for same conduct

66 Registers to be kept by Registrar for purposes of this Act

67 Power to inspect documents

67A Power to request or approve Registrar or authorised persons to inspect documents

68 Limits on exercise of power to inspect documents

68A Requirements for persons authorised to inspect documents

68B Disclosure of information from inspection

68C Powers not limited

68D Non-disclosure of information from inspection

68E No privilege against self-incrimination

68F Protection from liability for persons exercising powers of inspection

68G Rights of appeal

68H Time for appeal

68I Situation while appeal pending

68J Determination of appeal

68K Requirements where appeal allowed

69 Appeals against other decisions of Registrar

69A Appeals from decisions under section 67A [Repealed]

69B Who may receive evidence

69BA Admissibility of evidence

69C How evidence may be given

69D Power to summon witnesses

69E Witnesses' expenses

69F Power of Commission to act on requests of overseas regulators

69G Commission's consideration of requests

69H Conditions that may be imposed on providing information to overseas regulators

69I Undertakings to be obtained before providing certain information to overseas regulators

69J Commission may accept undertakings

69K Enforcement of undertakings

69L Right to be heard and represented at proceedings before Commission

69M Power to hear proceedings in private

69N Power to make other confidentiality orders

69O Commission may state case for opinion of High Court

69P Appeals to High Court on questions of law only

69Q Requirements for lodging appeal

69R Determination of appeal

69S Witnesses and counsel to have privileges of witnesses and counsel in Court

69T No privilege against self-incrimination

69U Restrictions on use of self-incriminating statements obtained by summons

69V Limitation on disclosure of information obtained in Commission's operations

70 Regulations and Orders in Council

70AA Regulations may require compliance with generally accepted accounting practice and incorporate financial reporting standards by reference

70AAB Effect of amendments to, or replacement of, material incorporated by reference in regulations

70AAC Access to material incorporated by reference

70AAD Acts and Regulations Publication Act 1989 not applicable to material incorporated by reference

70AAE Application of Regulations (Disallowance) Act 1989 to material incorporated by reference

70AAF Application of Standards Act 1988 not affected

70A Fees and charges

71 Purpose of this Part

72 Definition of country in this Part

73 Exemption from Part 2 and Regulations for New Zealand offers under recognition regime

74 Power to exempt from Part 2 and Regulations under recognition regime

75 Matters that must be stated in regulations implementing recognition regime

76 Offence for breach of regulations implementing recognition regime

77 Extension of Part 2 and Regulations to overseas offers under application regime

78 Power to extend Part 2 and Regulations under application regime

79 Matters that must be stated in regulations implementing application regime

80 Enforcement of overseas pecuniary penalties under application regime

81 Power to enforce overseas pecuniary penalties under application regime

82 Interpretation

83 Registration of judgment

84 Effect of registration

85 Enforceability of registered judgment

86 Stay may be granted

87 Costs

88 Interest

89 Rules of private international law not to apply

90 Other regulations for registration of judgments under application regime