TE TURE WHENUA MĀORI ACT 1993

MĀORI INCORPORATIONS
NGĀ KAPOREIHANA MĀORI
TE TURE WHENUA MĀORI ACT 1993
Disclaimer The Māori Land Court (Te Kooti Whenua
While every effort has been made to ensure the accuracy
of this publication, it has been written, edited, published, Māori) is the New Zealand court that hears
and made available strictly on the basis that its authors, matters relating to Māori land. The special
editors, and publishers are excluded from any liability for
anything done or omitted to be done by any person in bond between Māori people and the land is
reliance, whether wholly or partially, on the contents of this
publication. Readers faced with specific circumstances recognised by the Māori Land Court, and the
should refer to the full text of the Act or Acts concerned records held by this Court form an invaluable
and/or seek appropriate expert advice, and they should not
rely solely on the text of this publication. part of the whakapapa of all Māori. The Māori
Published by the Ministry of Justice, SX11203, Land Court operates under the provisions of
Wellington 6140, New Zealand.
the Te Ture Whenua Māori Act 1993 (referred
Copyright © Ministry of Justice and Te Puni Kōkiri 2002.
Copyright © Ministry of Justice 2009. All rights reserved. to as ‘the Act’ throughout this booklet).

Ministry of Justice: Copyright statement Māori Incorporations is one of a series of

Publications produced by the Ministry of Justice are
subject to Crown copyright protection unless otherwise Māori Land Court booklets designed to help
indicated. The Crown copyright protected material may Māori – and anyone else with an interest – to
be reproduced free of charge in any format or media
without requiring specific permission. This is subject to gain a fuller understanding of current Māori
the material being reproduced accurately and not being
used in a misleading context. Where the material is being land matters.
published or issued to others, the source and copyright
status must be acknowledged.

The permission to reproduce Crown copyright protected

material does not extend to any material that is identified
as being the copyright of a third party. Authorisation
to reproduce such material must be obtained from the
copyright holders concerned.

Note: Ministry of Justice ‘publications’ comprise those

documents produced by the Ministry in its business
as usual capacity. It does not include documents or
judgments produced by judicial/court officers.

February 2010

Cover photograph by Adrian Heke

Disclaimer The Māori Land Court (Te Kooti Whenua
While every effort has been made to ensure the accuracy
of this publication, it has been written, edited, published, Māori) is the New Zealand court that hears
and made available strictly on the basis that its authors, matters relating to Māori land. The special
editors, and publishers are excluded from any liability for
anything done or omitted to be done by any person in bond between Māori people and the land is
reliance, whether wholly or partially, on the contents of this
publication. Readers faced with specific circumstances recognised by the Māori Land Court, and the
should refer to the full text of the Act or Acts concerned records held by this Court form an invaluable
and/or seek appropriate expert advice, and they should not
rely solely on the text of this publication. part of the whakapapa of all Māori. The Māori
Published by the Ministry of Justice, SX11203, Land Court operates under the provisions of
Wellington 6140, New Zealand.
the Te Ture Whenua Māori Act 1993 (referred
Copyright © Ministry of Justice and Te Puni Kōkiri 2002.
Copyright © Ministry of Justice 2009. All rights reserved. to as ‘the Act’ throughout this booklet).

Ministry of Justice: Copyright statement Māori Incorporations is one of a series of

Publications produced by the Ministry of Justice are
subject to Crown copyright protection unless otherwise Māori Land Court booklets designed to help
indicated. The Crown copyright protected material may Māori – and anyone else with an interest – to
be reproduced free of charge in any format or media
without requiring specific permission. This is subject to gain a fuller understanding of current Māori
the material being reproduced accurately and not being
used in a misleading context. Where the material is being land matters.
published or issued to others, the source and copyright
status must be acknowledged.

The permission to reproduce Crown copyright protected

material does not extend to any material that is identified
as being the copyright of a third party. Authorisation
to reproduce such material must be obtained from the
copyright holders concerned.

Note: Ministry of Justice ‘publications’ comprise those

documents produced by the Ministry in its business
as usual capacity. It does not include documents or
judgments produced by judicial/court officers.

February 2010

Cover photograph by Adrian Heke

Important changes to the rules governing kaupapa is met – to promote the retention • general meetings of shareholders general meeting is held. That meeting is to
Māori incorporations were brought about of Māori land in the hands of its owners and be held within six months after the Māori
• voting
by Te Ture Whenua Māori Act 1993 and their whānau and hapū 4 and to facilitate the incorporation’s financial year ends.
the Māori Incorporations Constitution occupation, development, and utilisation of • committees of management
Regulations 1994. Māori incorporations that land for the benefit of its owners and At the first annual general meeting, the
• shares.
constituted under earlier acts continue their whānau and hapū. shareholders must elect a new committee
under the Act. The order of incorporation of management. Members of the interim
continues to operate (including any Changes to the constitution committee may stand for election to the
Establishing a Māori incorporation
restrictions imposed by that order), but Section 253A of the Act and Rule 4(1) new committee of management.
To establish a Māori incorporation,
only in accordance with the Act and (h) of the constitution allow shareholders
landowners need to apply to the Māori Land
the Māori Incorporations Constitution to alter the constitution by putting further
Court. They need to:
Regulations 1994. The regulations quoted restrictions on the powers of the committee Committee of management
throughout this booklet are contained • hold a meeting, in accordance with of management. The shareholders cannot
in the Māori Incorporations Constitution Part 9 of the Act, at which they pass alter the constitution to give the Māori Nominations
Regulations 1994. a resolution to establish a Māori incorporation wider powers than those Shareholders nominate and elect committee
incorporation or included in the Māori Incorporations members. Nominations should be made in
Because many matters governing Māori Constitution Regulations 1994. Any alteration writing, signed by the shareholder making
• have 15 percent of the total shareholding
incorporations are found in the Regulations is by a special resolution passed by the the nomination, and accepted in writing by
consent and
rather than in the Act, every member of shareholders, as set out in the constitution. the person nominated.
a committee of management of a Māori • send an application with a copy of the
incorporation should obtain a copy of, and minutes of the meeting to the Māori Interim committee of management Nominations should be lodged at the
become familiar with, the Regulations. You Land Court. registered office of the Māori incorporation
When the Māori Land Court establishes a
can obtain a copy from any Māori Land Court at least three clear days (ie there must
Māori incorporation, it will appoint an interim
office (see page 17 for your nearest office). If the Māori Land Court is satisfied with be three full days between the day on
committee of management.
the application, it will issue an order which the nomination is lodged and the
of incorporation and appoint the initial day of the meeting) before the date fixed
In appointing the interim committee, the
Māori incorporations committee of management.
Court will consider (but will not be bound for the shareholders’ meeting to consider
by) any nominations made by, or on behalf nominations.
Summary Land that can be included in a of, the owners. Any committee must
A Māori incorporation is a structure similar Māori incorporation consist of at least three members, and no Shareholders need to carefully choose
to a company. Its purpose is to facilitate and A Māori incorporation can include one or more than seven. suitable people and should ensure that the
promote the use and administration of Māori more blocks of Māori freehold land, so long committee members have appropriate skills
freehold land 1 on behalf of the owners. as at least one of the blocks has more than to protect the assets and provide a return to
Term of office
two owners. the shareholders.
Māori incorporations are designed to The interim committee of management’s
manage whole blocks of land and are term of office expires after the first annual
Once a Māori incorporation has been
the most commercial of all Māori land constituted, it can acquire any type of land –
management structures. Whānau, pūtea 2, not just Māori freehold.
and kaitiaki 3 trusts can operate under the
umbrella of a Māori incorporation. Footnotes
Constitutions
1 Land whose beneficial ownership the Māori and until the Māori Land Court makes an 3 A trustee/guardian – in this context, of a
Almost anything that is legally in order Māori incorporations must have a Land Court has determined by freehold order order changing the status of the land. minor or person unable for any reason to fully
constitution. The constitution for every Māori (that is, the Court has created a title for the manage his or her own affairs.
can be achieved by a Māori incorporation. land and determined the beneficial owners 2 Literally, a “basket”. In the context of a
However, the sale of an incorporation’s land incorporation is set out in the First Schedule to that land). Freehold titles are often trust, it is the concept of several people, 4 A subtribe or kin group that is linked by a
to the Regulations and includes such divided by partition order. The land retains collectively, filling a basket by contributing common ancestor.
can be carried out only under very stringent communally with money and other assets.
requirements as: the status of Māori land. The status of the
rules. These rules ensure that the Act’s land will continue to be Māori land unless

2 3
Important changes to the rules governing kaupapa is met – to promote the retention • general meetings of shareholders general meeting is held. That meeting is to
Māori incorporations were brought about of Māori land in the hands of its owners and be held within six months after the Māori
• voting
by Te Ture Whenua Māori Act 1993 and their whānau and hapū 4 and to facilitate the incorporation’s financial year ends.
the Māori Incorporations Constitution occupation, development, and utilisation of • committees of management
Regulations 1994. Māori incorporations that land for the benefit of its owners and At the first annual general meeting, the
• shares.
constituted under earlier acts continue their whānau and hapū. shareholders must elect a new committee
under the Act. The order of incorporation of management. Members of the interim
continues to operate (including any Changes to the constitution committee may stand for election to the
Establishing a Māori incorporation
restrictions imposed by that order), but Section 253A of the Act and Rule 4(1) new committee of management.
To establish a Māori incorporation,
only in accordance with the Act and (h) of the constitution allow shareholders
landowners need to apply to the Māori Land
the Māori Incorporations Constitution to alter the constitution by putting further
Court. They need to:
Regulations 1994. The regulations quoted restrictions on the powers of the committee Committee of management
throughout this booklet are contained • hold a meeting, in accordance with of management. The shareholders cannot
in the Māori Incorporations Constitution Part 9 of the Act, at which they pass alter the constitution to give the Māori Nominations
Regulations 1994. a resolution to establish a Māori incorporation wider powers than those Shareholders nominate and elect committee
incorporation or included in the Māori Incorporations members. Nominations should be made in
Because many matters governing Māori Constitution Regulations 1994. Any alteration writing, signed by the shareholder making
• have 15 percent of the total shareholding
incorporations are found in the Regulations is by a special resolution passed by the the nomination, and accepted in writing by
consent and
rather than in the Act, every member of shareholders, as set out in the constitution. the person nominated.
a committee of management of a Māori • send an application with a copy of the
incorporation should obtain a copy of, and minutes of the meeting to the Māori Interim committee of management Nominations should be lodged at the
become familiar with, the Regulations. You Land Court. registered office of the Māori incorporation
When the Māori Land Court establishes a
can obtain a copy from any Māori Land Court at least three clear days (ie there must
Māori incorporation, it will appoint an interim
office (see page 17 for your nearest office). If the Māori Land Court is satisfied with be three full days between the day on
committee of management.
the application, it will issue an order which the nomination is lodged and the
of incorporation and appoint the initial day of the meeting) before the date fixed
In appointing the interim committee, the
Māori incorporations committee of management.
Court will consider (but will not be bound for the shareholders’ meeting to consider
by) any nominations made by, or on behalf nominations.
Summary Land that can be included in a of, the owners. Any committee must
A Māori incorporation is a structure similar Māori incorporation consist of at least three members, and no Shareholders need to carefully choose
to a company. Its purpose is to facilitate and A Māori incorporation can include one or more than seven. suitable people and should ensure that the
promote the use and administration of Māori more blocks of Māori freehold land, so long committee members have appropriate skills
freehold land 1 on behalf of the owners. as at least one of the blocks has more than to protect the assets and provide a return to
Term of office
two owners. the shareholders.
Māori incorporations are designed to The interim committee of management’s
manage whole blocks of land and are term of office expires after the first annual
Once a Māori incorporation has been
the most commercial of all Māori land constituted, it can acquire any type of land –
management structures. Whānau, pūtea 2, not just Māori freehold.
and kaitiaki 3 trusts can operate under the
umbrella of a Māori incorporation. Footnotes
Constitutions
1 Land whose beneficial ownership the Māori and until the Māori Land Court makes an 3 A trustee/guardian – in this context, of a
Almost anything that is legally in order Māori incorporations must have a Land Court has determined by freehold order order changing the status of the land. minor or person unable for any reason to fully
constitution. The constitution for every Māori (that is, the Court has created a title for the manage his or her own affairs.
can be achieved by a Māori incorporation. land and determined the beneficial owners 2 Literally, a “basket”. In the context of a
However, the sale of an incorporation’s land incorporation is set out in the First Schedule to that land). Freehold titles are often trust, it is the concept of several people, 4 A subtribe or kin group that is linked by a
to the Regulations and includes such divided by partition order. The land retains collectively, filling a basket by contributing common ancestor.
can be carried out only under very stringent communally with money and other assets.
requirements as: the status of Māori land. The status of the
rules. These rules ensure that the Act’s land will continue to be Māori land unless

2 3
Committee of management The chairperson and the secretary of of the constitution does not allow that • declare the election invalid and order a
appointments the committee of management committee member to take part in any of new election to be held.
Anyone can be appointed or elected to the The committee of management appoints a the committee’s discussions or votes about
committee of management. A member chairperson and a secretary. The chairperson the business where the conflict exists. There may be costs for an investigation.
need not be a shareholder in the Māori is one of the committee’s members; the
incorporation. secretary does not have to be a member. Committee members must declare any Borrowing money from the
conflicts of interest to the committee. They Māori incorporation
No one, though, can be appointed or continue The interim committee of management should also carefully consider their future
Committee members may not borrow
to be a member who is or becomes: must hold its first meeting within one involvement on the committee.
money from the Māori incorporation.
month after the date of its appointment. The The Act specifically prohibits loans to
• subject to a compulsory treatment order
chairperson and secretary are appointed at Removing a member of the committee members.
made under Part II of the Mental Health
this meeting. The committee also appoints a committee
Act 1992
place that will be the registered office of the Any shareholder can apply to the Māori Land Quorums for a committee of
• a bankrupt who has not been discharged Māori incorporation. Court to remove any member or members management meeting
• convicted of any offence punishable by from the committee, provided that there are
Within two weeks after this meeting, the A quorum 6 is established by three members
imprisonment for a term of six months grounds for removal. Reasons to remove a
committee must inform the Māori Land if the committee numbers three, four or five
or more, unless that sentence has been member could be that:
Court of: members in total, or by four members if the
served. • the member has failed to carry out his or committee numbers six or seven in total. If the
• the name, occupation, and address of the her duties satisfactorily committee consists of only three members,
Term of office appointed chairperson then all must agree to any decisions.
• the member has contravened any part
Members of the committee hold office • the name, occupation, and address of the of the Māori incorporation’s constitution
for up to three years. If a vacancy occurs appointed secretary In order to facilitate the establishment of
or has acted in a manner that is not
(because someone dies, resigns, or is a quorum, telephone conferences are an
• the place appointed as the registered compatible with membership of the
removed), the shareholders may elect a acceptable way to hold a committee of
office of the Māori incorporation. committee
replacement. That person will continue management meeting.
in office for the remainder of the term • it is in the best interests of the Māori
The committee must review these incorporation that the member be
for which his or her predecessor was
appointments annually.
appointed. removed from office. Māori incorporation land
A committee member who is due to Payments to members of the Investigating the election of members Gifting or selling
retire from the committee is automatically management committee to the committee The Māori incorporation can transfer any Māori
nominated for re-election unless that person Members may be entitled to receive If a shareholder is unhappy about the way an freehold land vested 7 in it provided that:
declines the nomination at least seven clear reasonable fees and reimbursement of election was conducted, he or she can apply • a special resolution passed by the
days before the meeting. expenses, including travelling costs. The to the Māori Land Court for an investigation. shareholders has agreed to it
shareholders will decide how much is to
Notifying the Māori Land Court be paid and may establish fixed fees and Following its investigation, the Court may: • shareholders owning at least 75 percent
expenses. of the shares agree
The Act gives shareholders of Māori • confirm the appointment of the person(s)
incorporations the freedom to elect
their own committee members without Committee members employed by
requiring the Māori Land Court to confirm the incorporation – conflict of interest
them. However, the Māori incorporation A committee member may be employed
must notify the Māori Land Court of new by, or make a contract 5 with, the Māori 5 An agreement between two parties that is 6 The minimum number of members that must 7 A change of ownership of land gives the
intended to be enforceable at law. Contracts be present at a meeting to make proceedings recipient of that interest the ownership and
memberships. incorporation. However, because of the are usually written, but a spoken agreement valid. its associated rights (land may be vested in a
potential for a conflict of interest, Rule 24(2) can also be a contract. trustee, or shares may be vested in another
person).

4 5
Committee of management The chairperson and the secretary of of the constitution does not allow that • declare the election invalid and order a
appointments the committee of management committee member to take part in any of new election to be held.
Anyone can be appointed or elected to the The committee of management appoints a the committee’s discussions or votes about
committee of management. A member chairperson and a secretary. The chairperson the business where the conflict exists. There may be costs for an investigation.
need not be a shareholder in the Māori is one of the committee’s members; the
incorporation. secretary does not have to be a member. Committee members must declare any Borrowing money from the
conflicts of interest to the committee. They Māori incorporation
No one, though, can be appointed or continue The interim committee of management should also carefully consider their future
Committee members may not borrow
to be a member who is or becomes: must hold its first meeting within one involvement on the committee.
money from the Māori incorporation.
month after the date of its appointment. The The Act specifically prohibits loans to
• subject to a compulsory treatment order
chairperson and secretary are appointed at Removing a member of the committee members.
made under Part II of the Mental Health
this meeting. The committee also appoints a committee
Act 1992
place that will be the registered office of the Any shareholder can apply to the Māori Land Quorums for a committee of
• a bankrupt who has not been discharged Māori incorporation. Court to remove any member or members management meeting
• convicted of any offence punishable by from the committee, provided that there are
Within two weeks after this meeting, the A quorum 6 is established by three members
imprisonment for a term of six months grounds for removal. Reasons to remove a
committee must inform the Māori Land if the committee numbers three, four or five
or more, unless that sentence has been member could be that:
Court of: members in total, or by four members if the
served. • the member has failed to carry out his or committee numbers six or seven in total. If the
• the name, occupation, and address of the her duties satisfactorily committee consists of only three members,
Term of office appointed chairperson then all must agree to any decisions.
• the member has contravened any part
Members of the committee hold office • the name, occupation, and address of the of the Māori incorporation’s constitution
for up to three years. If a vacancy occurs appointed secretary In order to facilitate the establishment of
or has acted in a manner that is not
(because someone dies, resigns, or is a quorum, telephone conferences are an
• the place appointed as the registered compatible with membership of the
removed), the shareholders may elect a acceptable way to hold a committee of
office of the Māori incorporation. committee
replacement. That person will continue management meeting.
in office for the remainder of the term • it is in the best interests of the Māori
The committee must review these incorporation that the member be
for which his or her predecessor was
appointments annually.
appointed. removed from office. Māori incorporation land
A committee member who is due to Payments to members of the Investigating the election of members Gifting or selling
retire from the committee is automatically management committee to the committee The Māori incorporation can transfer any Māori
nominated for re-election unless that person Members may be entitled to receive If a shareholder is unhappy about the way an freehold land vested 7 in it provided that:
declines the nomination at least seven clear reasonable fees and reimbursement of election was conducted, he or she can apply • a special resolution passed by the
days before the meeting. expenses, including travelling costs. The to the Māori Land Court for an investigation. shareholders has agreed to it
shareholders will decide how much is to
Notifying the Māori Land Court be paid and may establish fixed fees and Following its investigation, the Court may: • shareholders owning at least 75 percent
expenses. of the shares agree
The Act gives shareholders of Māori • confirm the appointment of the person(s)
incorporations the freedom to elect
their own committee members without Committee members employed by
requiring the Māori Land Court to confirm the incorporation – conflict of interest
them. However, the Māori incorporation A committee member may be employed
must notify the Māori Land Court of new by, or make a contract 5 with, the Māori 5 An agreement between two parties that is 6 The minimum number of members that must 7 A change of ownership of land gives the
intended to be enforceable at law. Contracts be present at a meeting to make proceedings recipient of that interest the ownership and
memberships. incorporation. However, because of the are usually written, but a spoken agreement valid. its associated rights (land may be vested in a
potential for a conflict of interest, Rule 24(2) can also be a contract. trustee, or shares may be vested in another
person).

4 5
• the land is first offered to members A copy of any mortgage needs to be Minimum shareholding Shares held in a pūtea or whānau trust
of the preferred classes of alienees 8 submitted to the Registrar of the Māori The Māori incorporation may decide to If Māori incorporation shares are held in a
(primarily members of the hapū Land Court for noting. The Court has no role set a minimum shareholding. This may pūtea or whānau trust, the names of the
associated with the land in terms of in checking or confirming the terms of any affect a shareholder who wishes to trustees 14 can be entered on the share
tikanga Māori 9) mortgage. transfer only part of his or her shares to register as the owner of those shares.
• any transfer of land is confirmed by the the Māori incorporation. Gifts or transfers
There is a risk, however, with mortgaging under section 264 below this minimum The committee of management needs to
Māori Land Court.
Māori land. Should the Māori incorporation can be refused by the incorporation. The know that the shares belong to the trust and
fail to meet the loan repayments, the shareholder could establish a whānau trust 12 that trustees have been duly appointed by
Where a transfer of land is primarily a small
mortgagee (lender) is permitted to sell the with the shares. the Māori Land Court. The Māori Land Court
adjustment of boundaries, the Māori Land
land on the open market without consulting will give a copy of the Court orders 15 to the
Court has the power to confirm a transfer
the Māori incorporation or the shareholders. However, the registration of a Court order Māori incorporation.
without the above points being satisfied.
There is no requirement to refer a cannot be refused, regardless of the number
mortgagee sale to the Māori Land Court. of shares involved. Once the trust is entered in the share
If the Māori incorporation holds land that has
been determined to be “investment land” in register, the trustees will receive notices of
terms of section 256 of the Act, it may gift Investment land Share registers Māori incorporation shareholders’ meetings.
or sell that land without restriction. Land acquired by the Māori incorporation Trustees of whānau trusts vote on behalf of
The Māori incorporation is required to
after the Māori incorporation was the beneficiaries 16 of those shares. Trustees
establish a share register as an official record
established may remain as investment land of pūtea trusts do not have the power to vote.
Granting a lease of the shareholders. The share register must
and be held by the Māori incorporation as Voting for pūtea trusts is carried out by the
The Māori incorporation can grant a lease list the names of the shareholders, the
general land 10. owners who contributed shares to the trust.
of any land it holds, but any lease over shares held by each shareholder, and the
Māori freehold land for a term of more address of each shareholder.
The Māori incorporation is free to buy, Māori Land Trusts includes a section on
than 52 years must be agreed to by a whānau and pūtea trusts. This booklet is
sell, and mortgage investment land and The secretary for the Māori incorporation
resolution passed by the shareholders available from Māori Land Court offices.
to generally treat it in a businesslike way, will maintain the share register by noting any
owning at least 50 percent of the shares
free of restrictions imposed by the Act. The share transfers or successions 13 processed
and approved by the Māori Land Court. A
Māori incorporation may ask the Court to by the Māori Land Court. Shareholders Share certificates
copy of any lease exceeding 21 years must
declare additional land to be corpus 11 land can inspect the share register. The Māori On request, the Māori incorporation
be submitted to the Registrar of the Māori
instead of investment land. incorporation may charge a fee to anyone can provide to any shareholder a share
Land Court for noting. The Māori Land
Court has no role in checking or confirming other than a shareholder, or his or her agent, certificate that shows the number of shares
the terms of any lease. for inspecting the share register. held by that shareholder at the date on
Māori incorporation shares which the certificate is issued.
The Māori incorporation is not required to
Calculating shares
first offer the lease of Māori land to the
preferred classes of alienees. The Māori When the Māori incorporation is
incorporation does not have to inform established, the Māori Land Court will
8 Section 4 of the Act lists the preferred and is owned by Māori (see next item). 14 A person bound to deal with property on
the Māori Land Court that it is leasing determine the total number of Māori classes of alienees in relation to any behalf of the owners or beneficiaries. The
incorporation shares. alienation. In considering applications 11 This term covers land that, in broad terms, is trustee becomes the legal owner when
investment land. not Māori land and is not Crown land.
relating to alienations, the Māori Land the order appointing him/her as trustee for
Court must be satisfied that the preferred 12 A trust in terms of section 214 of the Act the land is registered against the title. The
Where more than one block is included in
Mortgaging Māori land classes of alienees have been granted an where interests are held for the benefit beneficiaries are called the beneficial owners.
the Māori incorporation, each shareholder opportunity to exercise the first right of of the descendants of a particular family
Māori incorporations can mortgage Māori refusal. 15 A formal document, signed by a Judge or
will be allocated a number of shares based member or tipuna. senior Court official and stamped with
land unless the Māori Land Court has ordered on the value of any land interests and other 9 Māori custom. the Court’s official seal, to give effect to a
13 The process of transferring the assets of a
otherwise or the shareholders have passed a net assets that he or she has contributed to deceased person to the persons entitled to decision of a Judge of the court.
10 This term covers land that is not Māori land
resolution that the land cannot be mortgaged. the Māori incorporation. that has been alienated from the Crown and receive those assets. 16 Person(s) who benefit from a trust.
land that is no longer Crown or Māori land

6 7
• the land is first offered to members A copy of any mortgage needs to be Minimum shareholding Shares held in a pūtea or whānau trust
of the preferred classes of alienees 8 submitted to the Registrar of the Māori The Māori incorporation may decide to If Māori incorporation shares are held in a
(primarily members of the hapū Land Court for noting. The Court has no role set a minimum shareholding. This may pūtea or whānau trust, the names of the
associated with the land in terms of in checking or confirming the terms of any affect a shareholder who wishes to trustees 14 can be entered on the share
tikanga Māori 9) mortgage. transfer only part of his or her shares to register as the owner of those shares.
• any transfer of land is confirmed by the the Māori incorporation. Gifts or transfers
There is a risk, however, with mortgaging under section 264 below this minimum The committee of management needs to
Māori Land Court.
Māori land. Should the Māori incorporation can be refused by the incorporation. The know that the shares belong to the trust and
fail to meet the loan repayments, the shareholder could establish a whānau trust 12 that trustees have been duly appointed by
Where a transfer of land is primarily a small
mortgagee (lender) is permitted to sell the with the shares. the Māori Land Court. The Māori Land Court
adjustment of boundaries, the Māori Land
land on the open market without consulting will give a copy of the Court orders 15 to the
Court has the power to confirm a transfer
the Māori incorporation or the shareholders. However, the registration of a Court order Māori incorporation.
without the above points being satisfied.
There is no requirement to refer a cannot be refused, regardless of the number
mortgagee sale to the Māori Land Court. of shares involved. Once the trust is entered in the share
If the Māori incorporation holds land that has
been determined to be “investment land” in register, the trustees will receive notices of
terms of section 256 of the Act, it may gift Investment land Share registers Māori incorporation shareholders’ meetings.
or sell that land without restriction. Land acquired by the Māori incorporation Trustees of whānau trusts vote on behalf of
The Māori incorporation is required to
after the Māori incorporation was the beneficiaries 16 of those shares. Trustees
establish a share register as an official record
established may remain as investment land of pūtea trusts do not have the power to vote.
Granting a lease of the shareholders. The share register must
and be held by the Māori incorporation as Voting for pūtea trusts is carried out by the
The Māori incorporation can grant a lease list the names of the shareholders, the
general land 10. owners who contributed shares to the trust.
of any land it holds, but any lease over shares held by each shareholder, and the
Māori freehold land for a term of more address of each shareholder.
The Māori incorporation is free to buy, Māori Land Trusts includes a section on
than 52 years must be agreed to by a whānau and pūtea trusts. This booklet is
sell, and mortgage investment land and The secretary for the Māori incorporation
resolution passed by the shareholders available from Māori Land Court offices.
to generally treat it in a businesslike way, will maintain the share register by noting any
owning at least 50 percent of the shares
free of restrictions imposed by the Act. The share transfers or successions 13 processed
and approved by the Māori Land Court. A
Māori incorporation may ask the Court to by the Māori Land Court. Shareholders Share certificates
copy of any lease exceeding 21 years must
declare additional land to be corpus 11 land can inspect the share register. The Māori On request, the Māori incorporation
be submitted to the Registrar of the Māori
instead of investment land. incorporation may charge a fee to anyone can provide to any shareholder a share
Land Court for noting. The Māori Land
Court has no role in checking or confirming other than a shareholder, or his or her agent, certificate that shows the number of shares
the terms of any lease. for inspecting the share register. held by that shareholder at the date on
Māori incorporation shares which the certificate is issued.
The Māori incorporation is not required to
Calculating shares
first offer the lease of Māori land to the
preferred classes of alienees. The Māori When the Māori incorporation is
incorporation does not have to inform established, the Māori Land Court will
8 Section 4 of the Act lists the preferred and is owned by Māori (see next item). 14 A person bound to deal with property on
the Māori Land Court that it is leasing determine the total number of Māori classes of alienees in relation to any behalf of the owners or beneficiaries. The
incorporation shares. alienation. In considering applications 11 This term covers land that, in broad terms, is trustee becomes the legal owner when
investment land. not Māori land and is not Crown land.
relating to alienations, the Māori Land the order appointing him/her as trustee for
Court must be satisfied that the preferred 12 A trust in terms of section 214 of the Act the land is registered against the title. The
Where more than one block is included in
Mortgaging Māori land classes of alienees have been granted an where interests are held for the benefit beneficiaries are called the beneficial owners.
the Māori incorporation, each shareholder opportunity to exercise the first right of of the descendants of a particular family
Māori incorporations can mortgage Māori refusal. 15 A formal document, signed by a Judge or
will be allocated a number of shares based member or tipuna. senior Court official and stamped with
land unless the Māori Land Court has ordered on the value of any land interests and other 9 Māori custom. the Court’s official seal, to give effect to a
13 The process of transferring the assets of a
otherwise or the shareholders have passed a net assets that he or she has contributed to deceased person to the persons entitled to decision of a Judge of the court.
10 This term covers land that is not Māori land
resolution that the land cannot be mortgaged. the Māori incorporation. that has been alienated from the Crown and receive those assets. 16 Person(s) who benefit from a trust.
land that is no longer Crown or Māori land

6 7
Shareholder liability (There is a sample share transfer form at the If shareholders’ addresses are unknown, is counted by way of shares. This demand
A shareholder in a Māori incorporation back of the Regulations.) the Māori incorporation can place a notice in can be made by at least five people at the
cannot be held personally responsible local newspapers. meeting with a right to vote, or by voters
for any liabilities incurred by the Māori Succession to shares with at least one-tenth of the total votes.
incorporation. Attendees This is called demanding a poll.
Shares in a Māori incorporation are deemed
to be shares in Māori land, and succession is Any shareholder may attend and vote at any
However, if the Māori incorporation is arranged in the same way as for Māori land. meeting, either personally or by a proxy 23. Appointments by proxy
wound up with large debts, the shareholders Where a grant of letters of administration 19 The shareholder can appoint anyone as his
could lose the assets that they contributed or probate 20 has been issued, the executor 21 Where a shareholder has appointed a proxy, or her proxy, with the exception of current
to the Māori incorporation because those may apply directly to the Māori incorporation notification of the appointment must be members of the committee of management
assets could be used to offset the debts. to transfer the deceased’s shares to the lodged at the office of the Māori incorporation or anyone currently nominated for election
successors 22. at least 48 hours before the meeting takes to the committee of management.
The shareholders should be aware that if place or at a time allowed by the chairperson
Māori land has been mortgaged, it can be For more information about succession, of the committee of management. Postal voting
sold to settle that mortgage. please refer to Succession, available from
Postal voting may be accepted, provided that
Māori Land Court offices. Voting on resolutions the shareholders have decided this by special
Transfer shares
Every shareholder present in person, or by resolution at a previous general meeting. Any
A shareholder may transfer (that is, sell, gift, Whānau and pūtea trusts proxy, shall have one vote only (for each shareholder can cast a postal vote on all, or
or exchange) shares provided that: If the shares are owned by a whānau proxy that they hold) for each resolution. Any any, matters to be voted on at the meeting.
• the shares to be transferred do not result trust, the trustees will receive the notice resolution will be carried if a majority of the
in a shareholding less than any minimum of the meeting and vote for those shares. votes are in favour of it. If postal votes are going to be accepted,
set by the Māori incorporation If the shares are owned by a pūtea trust, the notice of the meeting must state the
the trustees will receive the notice of the Proxy voting name of the person who the committee of
• the shares are transferred to a member meeting, but the people who contributed management has authorised to receive and
of the preferred classes of alienees. Where a proxy is appointed, that person is
the shares, not the trustees, will vote. count postal votes at the meeting.
entitled to vote for the person for whom the
The shares can be offered to the Māori proxy acts (there is a sample proxy form at
If no one has been authorised to receive and
incorporation as a last resort. the back of the Regulations).
General meetings count the postal votes, the secretary of the
committee will be the authorised person
Shares can also be transferred from a parent of shareholders Demanding a poll (the authorised person’s duties are set out in
to his or her children, grandchildren, or General meetings of shareholders must be Alternatively, it can be demanded that voting Rule 20 of the constitution).
more distant relatives. A spouse 17 or civil called and conducted as required in terms of
union partner of a shareholder can acquire the Act and the constitution. The Māori Land
shares only if he or she is a member of the Court may direct that a special meeting of
preferred classes of alienees. (A spouse or shareholders be held. 17 A legal wife or husband. 19 A grant of administration from the High of that person is confirmed by the High
civil union partner may be entitled to a life Court is generally required to enable Court. When an executor is confirmed by
18 A life interest (or life estate) gives a the assets of a deceased person to be the High Court, that Court issues probate in
interest 18 should the shareholder die.) person (usually a surviving spouse) the
Notification of a shareholders’ meeting right to receive income from the estate of
transferred to those entitled to the assets. his/her favour. If the will does not name an
executor, then the person who is appointed
At least 14 days before the meeting, a deceased person. That person is called 20 When the High Court confirms the by the High Court to administer the estate is
Share transfers can be arranged directly with the “life tenant”. When the life tenant dies, appointment of an executor to administer
shareholders should receive written called an administrator. The feminine form
the Māori incorporation or by an order of the their right to life interest finishes. Many the will of a deceased person, the Court’s for executor is executrix.
Māori Land Court. However, the Māori Land notification of any meeting, detailing where life interests state that the life interest will authority for that person to act is given
and when the meeting will be held and what terminate if the life tenant remarries. The in a grant of probate (see also executor, 22 A person who receives, as of right, a share of
Court only deals with Māori incorporation life interest does not entitle the life tenant to footnote 21). a deceased person’s estate.
share transfers where successions or trusts issues are to be discussed. Where a special any other portion of the estate. It is limited
resolution is to be discussed, the notice of to income (eg rents or interest) and excludes 21 A person appointed to carry out certain 23 The authority given by an owner of an
are concerned. The transfer of live shares duties under the last will of a deceased interest in land to another person to vote on
the meeting must be sent at least 21 days capital (eg purchase money or compensation
is dealt with directly by the incorporation. for land). person. The deceased will have named the their behalf.
before the meeting. executor in his/her will, and the appointment

8 9
Shareholder liability (There is a sample share transfer form at the If shareholders’ addresses are unknown, is counted by way of shares. This demand
A shareholder in a Māori incorporation back of the Regulations.) the Māori incorporation can place a notice in can be made by at least five people at the
cannot be held personally responsible local newspapers. meeting with a right to vote, or by voters
for any liabilities incurred by the Māori Succession to shares with at least one-tenth of the total votes.
incorporation. Attendees This is called demanding a poll.
Shares in a Māori incorporation are deemed
to be shares in Māori land, and succession is Any shareholder may attend and vote at any
However, if the Māori incorporation is arranged in the same way as for Māori land. meeting, either personally or by a proxy 23. Appointments by proxy
wound up with large debts, the shareholders Where a grant of letters of administration 19 The shareholder can appoint anyone as his
could lose the assets that they contributed or probate 20 has been issued, the executor 21 Where a shareholder has appointed a proxy, or her proxy, with the exception of current
to the Māori incorporation because those may apply directly to the Māori incorporation notification of the appointment must be members of the committee of management
assets could be used to offset the debts. to transfer the deceased’s shares to the lodged at the office of the Māori incorporation or anyone currently nominated for election
successors 22. at least 48 hours before the meeting takes to the committee of management.
The shareholders should be aware that if place or at a time allowed by the chairperson
Māori land has been mortgaged, it can be For more information about succession, of the committee of management. Postal voting
sold to settle that mortgage. please refer to Succession, available from
Postal voting may be accepted, provided that
Māori Land Court offices. Voting on resolutions the shareholders have decided this by special
Transfer shares
Every shareholder present in person, or by resolution at a previous general meeting. Any
A shareholder may transfer (that is, sell, gift, Whānau and pūtea trusts proxy, shall have one vote only (for each shareholder can cast a postal vote on all, or
or exchange) shares provided that: If the shares are owned by a whānau proxy that they hold) for each resolution. Any any, matters to be voted on at the meeting.
• the shares to be transferred do not result trust, the trustees will receive the notice resolution will be carried if a majority of the
in a shareholding less than any minimum of the meeting and vote for those shares. votes are in favour of it. If postal votes are going to be accepted,
set by the Māori incorporation If the shares are owned by a pūtea trust, the notice of the meeting must state the
the trustees will receive the notice of the Proxy voting name of the person who the committee of
• the shares are transferred to a member meeting, but the people who contributed management has authorised to receive and
of the preferred classes of alienees. Where a proxy is appointed, that person is
the shares, not the trustees, will vote. count postal votes at the meeting.
entitled to vote for the person for whom the
The shares can be offered to the Māori proxy acts (there is a sample proxy form at
If no one has been authorised to receive and
incorporation as a last resort. the back of the Regulations).
General meetings count the postal votes, the secretary of the
committee will be the authorised person
Shares can also be transferred from a parent of shareholders Demanding a poll (the authorised person’s duties are set out in
to his or her children, grandchildren, or General meetings of shareholders must be Alternatively, it can be demanded that voting Rule 20 of the constitution).
more distant relatives. A spouse 17 or civil called and conducted as required in terms of
union partner of a shareholder can acquire the Act and the constitution. The Māori Land
shares only if he or she is a member of the Court may direct that a special meeting of
preferred classes of alienees. (A spouse or shareholders be held. 17 A legal wife or husband. 19 A grant of administration from the High of that person is confirmed by the High
civil union partner may be entitled to a life Court is generally required to enable Court. When an executor is confirmed by
18 A life interest (or life estate) gives a the assets of a deceased person to be the High Court, that Court issues probate in
interest 18 should the shareholder die.) person (usually a surviving spouse) the
Notification of a shareholders’ meeting right to receive income from the estate of
transferred to those entitled to the assets. his/her favour. If the will does not name an
executor, then the person who is appointed
At least 14 days before the meeting, a deceased person. That person is called 20 When the High Court confirms the by the High Court to administer the estate is
Share transfers can be arranged directly with the “life tenant”. When the life tenant dies, appointment of an executor to administer
shareholders should receive written called an administrator. The feminine form
the Māori incorporation or by an order of the their right to life interest finishes. Many the will of a deceased person, the Court’s for executor is executrix.
Māori Land Court. However, the Māori Land notification of any meeting, detailing where life interests state that the life interest will authority for that person to act is given
and when the meeting will be held and what terminate if the life tenant remarries. The in a grant of probate (see also executor, 22 A person who receives, as of right, a share of
Court only deals with Māori incorporation life interest does not entitle the life tenant to footnote 21). a deceased person’s estate.
share transfers where successions or trusts issues are to be discussed. Where a special any other portion of the estate. It is limited
resolution is to be discussed, the notice of to income (eg rents or interest) and excludes 21 A person appointed to carry out certain 23 The authority given by an owner of an
are concerned. The transfer of live shares duties under the last will of a deceased interest in land to another person to vote on
the meeting must be sent at least 21 days capital (eg purchase money or compensation
is dealt with directly by the incorporation. for land). person. The deceased will have named the their behalf.
before the meeting. executor in his/her will, and the appointment

8 9
To submit a postal vote, the shareholder is incorporation (taking into account the The committee of management is also fellow, or associate of an approved association
required to send a notice about how his or fact that the sale or gifting of such land required to file a copy of the accounts with of accountants constituted in some part of
her shares are to be voted to the person requires 75 percent of the shareholders the Māori Land Court in which district the the Commonwealth outside New Zealand.
authorised to receive and count the votes. to vote in favour) land is situated within 14 days after the
The notice is to be sent to that person not general meeting of shareholders. Duties
• whether to set aside any Māori
less than 48 hours before the start of the At the annual general meeting, the auditor
incorporation property or income 24 for
meeting (there is a sample of a postal vote Informing shareholders is required to report to the shareholders
charitable trust purposes
form at the back of the Regulations). on the Māori incorporation’s accounts and
The committee of management should submit
• whether to restrict or prohibit the powers, should state:
to a general meeting of shareholders a profit
Quorums rights, or privileges of members of the
and loss account detailing income received and • whether all the information and
committee of management
The quorum for general meetings is 20 expenditure incurred together with all current explanations that the auditor has required
shareholders, or the number of shareholders • whether to alter the constitution of the financial statements and a balance sheet. have been provided
equal to two-thirds of the total number of Māori incorporation
shareholders (whichever is less). Some The committee of management must • whether proper sets of accounts have
• whether to wind up the Māori incorporation been kept by the Māori incorporation
Māori incorporations may need to pass a provide this information within 18 months
special resolution to vary this quorum. • whether to support an application for a of the Māori incorporation being established • whether:
partition order, an amalgamation 25 order, and at least once every year after that.
A meeting cannot be considered to or an aggregation order 26 1) the balance sheet is properly drawn
have been properly constituted unless The shareholders are allowed to inspect up and gives a true and fair view of
• other matters specified in the constitution the state of the Māori incorporation’s
three shareholders are present in person the accounts of the Māori incorporation.
as matters to be dealt with by special affairs
throughout the meeting. The incorporation may charge a fee
resolution (eg fixing a quorum for general
for inspecting the accounts. Copies of 2) the profit and loss account is properly
meetings).
A shareholder who casts a postal vote accounts filed in the Māori Land Court are drawn up and gives a true and fair
will not be counted for the purposes of available for inspection at the Court. view of the results of the Māori
determining the quorum. Submitting a special resolution
incorporation for that financial year
Any shareholder can submit notice of Auditor
a special resolution in writing to the 3) the share register has been duly and
Special resolution matters An auditor 27 must be appointed by the
committee of management. correctly kept.
The following matters must be dealt with by shareholders at each annual general meeting.
a special resolution: The term of office for an auditor is from Access to the Māori incorporation’s records
The special resolution has to be attached
the end of the meeting at which they were
• whether to include the owners of to the written notice of the general To enable auditors to perform their duties,
appointed to the end of the next annual general
additional Māori freehold land in the meeting or of the next available meeting they have the right of access at all times to the
meeting. A Māori incorporation does not have
Māori incorporation of shareholders. No special resolution can books and papers of the Māori incorporation.
to appoint an auditor if its gross revenue was
be moved at any general meeting unless a
• whether to amalgamate the Māori $25,000 or less in its previous financial year.
notice of the resolution has been included in Auditors are also entitled to any other
incorporation with any other Māori
the notice of the meeting. information from the committee of
incorporation An auditor must be a member of the New
management and any other officers of the
Zealand Society of Accountants or a member,
• whether to transfer any Māori freehold Māori incorporation as necessary.
land vested in the Māori incorporation Māori incorporation finances
• whether to grant a lease, licence, or
Accounts
forestry right over any Māori freehold 24 Money that is derived from assets held and a single title is issued for the whole of separate, but there is only one common
land vested in the Māori incorporation for Every Māori incorporation is required to and earnings (such as rent and interest) the area. The blocks of land are no longer ownership list for all the aggregated land
a term of more than 21 years keep proper sets of accounts including full, but not “purchase money” (land converted separate (refer to section 307 of the Act). (refer to section 308 of the Act).
true, and complete financial accounts of the into money).
26 Aggregation of titles occurs when two 27 A person who checks and examines
• whether to sell or make a gift of any Māori incorporation. 25 Amalgamation of titles occurs when the titles or more separate blocks of land share a accounts.
Māori freehold land vested in the Māori of two or more blocks of land are cancelled common ownership list. The titles remain

10 11
To submit a postal vote, the shareholder is incorporation (taking into account the The committee of management is also fellow, or associate of an approved association
required to send a notice about how his or fact that the sale or gifting of such land required to file a copy of the accounts with of accountants constituted in some part of
her shares are to be voted to the person requires 75 percent of the shareholders the Māori Land Court in which district the the Commonwealth outside New Zealand.
authorised to receive and count the votes. to vote in favour) land is situated within 14 days after the
The notice is to be sent to that person not general meeting of shareholders. Duties
• whether to set aside any Māori
less than 48 hours before the start of the At the annual general meeting, the auditor
incorporation property or income 24 for
meeting (there is a sample of a postal vote Informing shareholders is required to report to the shareholders
charitable trust purposes
form at the back of the Regulations). on the Māori incorporation’s accounts and
The committee of management should submit
• whether to restrict or prohibit the powers, should state:
to a general meeting of shareholders a profit
Quorums rights, or privileges of members of the
and loss account detailing income received and • whether all the information and
committee of management
The quorum for general meetings is 20 expenditure incurred together with all current explanations that the auditor has required
shareholders, or the number of shareholders • whether to alter the constitution of the financial statements and a balance sheet. have been provided
equal to two-thirds of the total number of Māori incorporation
shareholders (whichever is less). Some The committee of management must • whether proper sets of accounts have
• whether to wind up the Māori incorporation been kept by the Māori incorporation
Māori incorporations may need to pass a provide this information within 18 months
special resolution to vary this quorum. • whether to support an application for a of the Māori incorporation being established • whether:
partition order, an amalgamation 25 order, and at least once every year after that.
A meeting cannot be considered to or an aggregation order 26 1) the balance sheet is properly drawn
have been properly constituted unless The shareholders are allowed to inspect up and gives a true and fair view of
• other matters specified in the constitution the state of the Māori incorporation’s
three shareholders are present in person the accounts of the Māori incorporation.
as matters to be dealt with by special affairs
throughout the meeting. The incorporation may charge a fee
resolution (eg fixing a quorum for general
for inspecting the accounts. Copies of 2) the profit and loss account is properly
meetings).
A shareholder who casts a postal vote accounts filed in the Māori Land Court are drawn up and gives a true and fair
will not be counted for the purposes of available for inspection at the Court. view of the results of the Māori
determining the quorum. Submitting a special resolution
incorporation for that financial year
Any shareholder can submit notice of Auditor
a special resolution in writing to the 3) the share register has been duly and
Special resolution matters An auditor 27 must be appointed by the
committee of management. correctly kept.
The following matters must be dealt with by shareholders at each annual general meeting.
a special resolution: The term of office for an auditor is from Access to the Māori incorporation’s records
The special resolution has to be attached
the end of the meeting at which they were
• whether to include the owners of to the written notice of the general To enable auditors to perform their duties,
appointed to the end of the next annual general
additional Māori freehold land in the meeting or of the next available meeting they have the right of access at all times to the
meeting. A Māori incorporation does not have
Māori incorporation of shareholders. No special resolution can books and papers of the Māori incorporation.
to appoint an auditor if its gross revenue was
be moved at any general meeting unless a
• whether to amalgamate the Māori $25,000 or less in its previous financial year.
notice of the resolution has been included in Auditors are also entitled to any other
incorporation with any other Māori
the notice of the meeting. information from the committee of
incorporation An auditor must be a member of the New
management and any other officers of the
Zealand Society of Accountants or a member,
• whether to transfer any Māori freehold Māori incorporation as necessary.
land vested in the Māori incorporation Māori incorporation finances
• whether to grant a lease, licence, or
Accounts
forestry right over any Māori freehold 24 Money that is derived from assets held and a single title is issued for the whole of separate, but there is only one common
land vested in the Māori incorporation for Every Māori incorporation is required to and earnings (such as rent and interest) the area. The blocks of land are no longer ownership list for all the aggregated land
a term of more than 21 years keep proper sets of accounts including full, but not “purchase money” (land converted separate (refer to section 307 of the Act). (refer to section 308 of the Act).
true, and complete financial accounts of the into money).
26 Aggregation of titles occurs when two 27 A person who checks and examines
• whether to sell or make a gift of any Māori incorporation. 25 Amalgamation of titles occurs when the titles or more separate blocks of land share a accounts.
Māori freehold land vested in the Māori of two or more blocks of land are cancelled common ownership list. The titles remain

10 11
Costs Māori incorporation income the shareholder or by anyone else entitled The register must include:
It is the responsibility of the Māori to them.
• the name of the Māori incorporation and
incorporation to meet any costs incurred by Spending income
the date of the court order establishing
the appointment of an auditor. There are four areas in which Māori Within twelve months after dividends
the Māori incorporation
incorporation income can be spent. These are: becoming unclaimed, the Māori incorporation
must compile a list of shareholders to • the name, or description of, and the
Share valuer • to meet any costs that the Māori whom the unclaimed dividends are payable, area of the lands vested in the Māori
A share valuer must be appointed by incorporation incurs, including any capital showing the amount of dividend payable. incorporation
the shareholders at each annual general works or capital investment That list must be sent to the Māori Land
meeting. The term of office for a share • the names, occupations, and addresses
• setting aside cash reserves Court. The Māori Land Court will include this
valuer is from the end of the meeting at of the members of the committee of
list in the register of Māori incorporations and
which they were appointed to the end of the • payment of dividends 28 to shareholders management, the chairperson, and the
have the list available for public inspection.
next annual general meeting. secretary of the committee
• as authorised by a resolution of the
shareholders for the purposes specified If, within twelve months after the list has • the location of the office of the Māori
A share valuer must be a member of the been included in the register of Māori incorporation
in the resolution.
New Zealand Society of Accountants or a incorporations, no claim has been lodged
member, fellow, or associate of an approved • any orders made in relation to the Māori
for unclaimed dividends, the committee of
association of accountants constituted in Lending and investing money incorporation
management may authorise the transfer of
some part of the Commonwealth outside Committees of Māori incorporations are those dividends to the Māori incorporation • the date that the annual accounts are
New Zealand. The auditor may also act as bound to exercise diligence, prudence, and absolutely, and they may be used as if they filed in the Māori Land Court
the share valuer. care in dealing with shareholders’ funds. were income derived from the operations of
The Act has a specific ban against Māori • all lists of unclaimed dividends
the Māori incorporation.
Duties incorporations lending money to members • all special resolutions.
Where required, the share valuer assesses the of its committee of management. If a shareholder at any time legally
value of the shares in the Māori incorporation. establishes a right to unclaimed dividends, Special resolutions
Dividend amounts the amount claimed is payable by the Māori
When a special resolution is made at a
In assessing a fair share value, the share The amount that can be paid as a dividend incorporation to the shareholder. Māori
shareholders’ meeting, the secretary is
valuer will take into account: is recommended by the committee of incorporations are not bound to pay interest
required, within 21 days after the meeting,
management and passed by resolution of on unclaimed dividends.
• any change in the current market value of to send a copy of the special resolution and
the Māori incorporation’s assets since the shareholders. details of the date and place of the meeting
last balance date to the Māori Land Court.
In setting aside an amount for paying a Māori Land Court duties
• any money paid to the shareholders since dividend, the committee of management
the last balance date Register of Māori incorporations Alienation
must ensure that adequate provision has been
made for meeting costs incurred by the Māori Each Māori Land Court office is required to The Māori Land Court will also include in its
• the estimated financial results of the
incorporation, for setting aside cash reserves, maintain a register of Māori incorporations title 29 records, any alienation 30 that it has
Māori incorporation for the current
and for meeting unclaimed dividends. Please within its district. The register is available noted in terms of section 150B(3) of the Act.
financial year
note that dividends are paid only from the for inspection. The Māori Land Court may
• anything else that might affect the equity Māori incorporation’s profits (including charge a fee for inspecting the Māori
value of the Māori incorporation. accumulated profits and realised capital profits). incorporations register.

Costs
Unclaimed dividends
It is the responsibility of the Māori 28 A payment made to shareholders. 30 Alienation is when landowners grant certain for payment of rent (and other conditions);
Dividends become unclaimed after they
incorporation to meet any costs incurred by rights of their land to another person. For mortgaging land gives the mortgagee the
have been held by the Māori incorporation 29 The legal ownership of property and the legal example, selling land gives the new owner right to sell the land if the mortgage is not
the appointment of a share valuer. evidence of a person’s ownership rights.
for ten years without being claimed by the ownership rights; leasing land gives the repaid (refer to section 4 of the Act).
lessee a limited right to occupy land in return

12 13
Costs Māori incorporation income the shareholder or by anyone else entitled The register must include:
It is the responsibility of the Māori to them.
• the name of the Māori incorporation and
incorporation to meet any costs incurred by Spending income
the date of the court order establishing
the appointment of an auditor. There are four areas in which Māori Within twelve months after dividends
the Māori incorporation
incorporation income can be spent. These are: becoming unclaimed, the Māori incorporation
must compile a list of shareholders to • the name, or description of, and the
Share valuer • to meet any costs that the Māori whom the unclaimed dividends are payable, area of the lands vested in the Māori
A share valuer must be appointed by incorporation incurs, including any capital showing the amount of dividend payable. incorporation
the shareholders at each annual general works or capital investment That list must be sent to the Māori Land
meeting. The term of office for a share • the names, occupations, and addresses
• setting aside cash reserves Court. The Māori Land Court will include this
valuer is from the end of the meeting at of the members of the committee of
list in the register of Māori incorporations and
which they were appointed to the end of the • payment of dividends 28 to shareholders management, the chairperson, and the
have the list available for public inspection.
next annual general meeting. secretary of the committee
• as authorised by a resolution of the
shareholders for the purposes specified If, within twelve months after the list has • the location of the office of the Māori
A share valuer must be a member of the been included in the register of Māori incorporation
in the resolution.
New Zealand Society of Accountants or a incorporations, no claim has been lodged
member, fellow, or associate of an approved • any orders made in relation to the Māori
for unclaimed dividends, the committee of
association of accountants constituted in Lending and investing money incorporation
management may authorise the transfer of
some part of the Commonwealth outside Committees of Māori incorporations are those dividends to the Māori incorporation • the date that the annual accounts are
New Zealand. The auditor may also act as bound to exercise diligence, prudence, and absolutely, and they may be used as if they filed in the Māori Land Court
the share valuer. care in dealing with shareholders’ funds. were income derived from the operations of
The Act has a specific ban against Māori • all lists of unclaimed dividends
the Māori incorporation.
Duties incorporations lending money to members • all special resolutions.
Where required, the share valuer assesses the of its committee of management. If a shareholder at any time legally
value of the shares in the Māori incorporation. establishes a right to unclaimed dividends, Special resolutions
Dividend amounts the amount claimed is payable by the Māori
When a special resolution is made at a
In assessing a fair share value, the share The amount that can be paid as a dividend incorporation to the shareholder. Māori
shareholders’ meeting, the secretary is
valuer will take into account: is recommended by the committee of incorporations are not bound to pay interest
required, within 21 days after the meeting,
management and passed by resolution of on unclaimed dividends.
• any change in the current market value of to send a copy of the special resolution and
the Māori incorporation’s assets since the shareholders. details of the date and place of the meeting
last balance date to the Māori Land Court.
In setting aside an amount for paying a Māori Land Court duties
• any money paid to the shareholders since dividend, the committee of management
the last balance date Register of Māori incorporations Alienation
must ensure that adequate provision has been
made for meeting costs incurred by the Māori Each Māori Land Court office is required to The Māori Land Court will also include in its
• the estimated financial results of the
incorporation, for setting aside cash reserves, maintain a register of Māori incorporations title 29 records, any alienation 30 that it has
Māori incorporation for the current
and for meeting unclaimed dividends. Please within its district. The register is available noted in terms of section 150B(3) of the Act.
financial year
note that dividends are paid only from the for inspection. The Māori Land Court may
• anything else that might affect the equity Māori incorporation’s profits (including charge a fee for inspecting the Māori
value of the Māori incorporation. accumulated profits and realised capital profits). incorporations register.

Costs
Unclaimed dividends
It is the responsibility of the Māori 28 A payment made to shareholders. 30 Alienation is when landowners grant certain for payment of rent (and other conditions);
Dividends become unclaimed after they
incorporation to meet any costs incurred by rights of their land to another person. For mortgaging land gives the mortgagee the
have been held by the Māori incorporation 29 The legal ownership of property and the legal example, selling land gives the new owner right to sell the land if the mortgage is not
the appointment of a share valuer. evidence of a person’s ownership rights.
for ten years without being claimed by the ownership rights; leasing land gives the repaid (refer to section 4 of the Act).
lessee a limited right to occupy land in return

12 13
Accounts • suspend the powers of the members During, or on completion of, the investigation, • order an election to fill the vacancy/
The Māori Land Court is required to make of the committee of management and the Court may make an order for the payment vacancies
Māori incorporation accounts available for appoint someone more competent to of a reasonable sum to meet the costs of
• fill the vacancy/vacancies with any
public inspection, and it may charge a fee for exercise all the powers of the committee the investigation. The Court will decide which
qualified person
this service. party has to pay.
• impose restrictions on, conditions on, or
• order that the vacancies remain unfilled
exceptions to the powers of the Māori
During an investigation pending a further order by the Court.
incorporation
Māori Land Court powers • give directions for operating the Māori
The committee of management will be
required to:
Mismanagement by a Māori incorporation Winding up a Māori
• produce all books and papers relating to
incorporation member • suspend all or any provisions of the
the investigation and give all assistance
incorporation
The Māori Land Court has the power to require constitution of the Māori incorporation
they can to the investigator Reasons to wind up a Māori
any member of a Māori incorporation to
• order the winding up of the Māori incorporation
appear in Court to explain any of the following: • provide explanations, at the direction
incorporation
of the Māori Land Court, on anything A Māori incorporation can be wound up for
• failure to file a list of unclaimed dividends
• refer any matters to the Attorney-General referred to in any report of the any of the following reasons:
with the Māori Land Court
to consider whether prosecution should investigator.
• upon an investigation of the operation of
• failure to keep accounts commence.
the Māori incorporation
If the committee does not comply with any
• failure to submit a balance sheet, profit
The Court can exercise these powers as request from the investigator, the Māori • by a special resolution, passed by the
and loss account, and any other relevant
it sees fit and for any period of time it Land Court can enquire further and hear any shareholders at a general meeting,
documentation to shareholders at a
considers appropriate. witnesses concerning the matter. recommending that the Māori
general meeting
incorporation be wound up
• failure to file a balance sheet and other Investigating the affairs of a The Court may hold any committee member
• if the committee of management has
documents with the Māori Land Court Māori incorporation guilty of contempt of court if they refuse to
not filed the annual reports (including the
co-operate.
• failure to appoint an auditor An investigation of the Māori incorporation balance sheet and other documents) with
can be requested: the Court
• failure to send a copy of special Inquiry into the investigator’s report
resolutions to the Māori Land Court • on application to the Māori Land Court by • if the number of shareholders in the Māori
After the Māori Land Court considers the
shareholders who together own at least incorporation is reduced to below two
• failure to keep a share register investigator’s report, the Court may decide
one-tenth of the shares; or
to hear the matter in open court. It will issue • if the Māori incorporation cannot pay
• failure to hold annual general meetings of
• by a special resolution passed at a directions for serving notice of the Court its debts
shareholders
general meeting of the shareholders. sitting and any other matters to be dealt with.
• in the opinion of the Court, it is just
• failure to disclose a conflict of interest
and fair that the Māori incorporation be
• making payments from the funds of Investigator Mismanagement wound up.
the Māori incorporation that are not The Court will appoint the investigator (also If it is found that there have been episodes
authorised. referred to as the “examining officer”). of mismanagement in the operations of the When a Māori incorporation is
Māori incorporation, the Court may take any wound up
Māori Land Court decisions Costs of the actions listed on page 14 under Māori
On winding up a Māori incorporation, the
Land Court decisions.
If the Court is not satisfied with the There are costs associated with requesting Māori Land Court will appoint a liquidator.
explanations provided, it may: an investigation. The Māori Land Court, The authority of the committee of
before appointing an investigator, may Committee of management vacancies management will cease, and the liquidator
• remove any member of the committee
require the applicant to pay a deposit for If any members of the committee are removed will have the powers to manage the Māori
of management or the secretary of the
security of costs for the investigation. following an investigation, the Court may: incorporation and sign documents.
Māori incorporation

14 15
Accounts • suspend the powers of the members During, or on completion of, the investigation, • order an election to fill the vacancy/
The Māori Land Court is required to make of the committee of management and the Court may make an order for the payment vacancies
Māori incorporation accounts available for appoint someone more competent to of a reasonable sum to meet the costs of
• fill the vacancy/vacancies with any
public inspection, and it may charge a fee for exercise all the powers of the committee the investigation. The Court will decide which
qualified person
this service. party has to pay.
• impose restrictions on, conditions on, or
• order that the vacancies remain unfilled
exceptions to the powers of the Māori
During an investigation pending a further order by the Court.
incorporation
Māori Land Court powers • give directions for operating the Māori
The committee of management will be
required to:
Mismanagement by a Māori incorporation Winding up a Māori
• produce all books and papers relating to
incorporation member • suspend all or any provisions of the
the investigation and give all assistance
incorporation
The Māori Land Court has the power to require constitution of the Māori incorporation
they can to the investigator Reasons to wind up a Māori
any member of a Māori incorporation to
• order the winding up of the Māori incorporation
appear in Court to explain any of the following: • provide explanations, at the direction
incorporation
of the Māori Land Court, on anything A Māori incorporation can be wound up for
• failure to file a list of unclaimed dividends
• refer any matters to the Attorney-General referred to in any report of the any of the following reasons:
with the Māori Land Court
to consider whether prosecution should investigator.
• upon an investigation of the operation of
• failure to keep accounts commence.
the Māori incorporation
If the committee does not comply with any
• failure to submit a balance sheet, profit
The Court can exercise these powers as request from the investigator, the Māori • by a special resolution, passed by the
and loss account, and any other relevant
it sees fit and for any period of time it Land Court can enquire further and hear any shareholders at a general meeting,
documentation to shareholders at a
considers appropriate. witnesses concerning the matter. recommending that the Māori
general meeting
incorporation be wound up
• failure to file a balance sheet and other Investigating the affairs of a The Court may hold any committee member
• if the committee of management has
documents with the Māori Land Court Māori incorporation guilty of contempt of court if they refuse to
not filed the annual reports (including the
co-operate.
• failure to appoint an auditor An investigation of the Māori incorporation balance sheet and other documents) with
can be requested: the Court
• failure to send a copy of special Inquiry into the investigator’s report
resolutions to the Māori Land Court • on application to the Māori Land Court by • if the number of shareholders in the Māori
After the Māori Land Court considers the
shareholders who together own at least incorporation is reduced to below two
• failure to keep a share register investigator’s report, the Court may decide
one-tenth of the shares; or
to hear the matter in open court. It will issue • if the Māori incorporation cannot pay
• failure to hold annual general meetings of
• by a special resolution passed at a directions for serving notice of the Court its debts
shareholders
general meeting of the shareholders. sitting and any other matters to be dealt with.
• in the opinion of the Court, it is just
• failure to disclose a conflict of interest
and fair that the Māori incorporation be
• making payments from the funds of Investigator Mismanagement wound up.
the Māori incorporation that are not The Court will appoint the investigator (also If it is found that there have been episodes
authorised. referred to as the “examining officer”). of mismanagement in the operations of the When a Māori incorporation is
Māori incorporation, the Court may take any wound up
Māori Land Court decisions Costs of the actions listed on page 14 under Māori
On winding up a Māori incorporation, the
Land Court decisions.
If the Court is not satisfied with the There are costs associated with requesting Māori Land Court will appoint a liquidator.
explanations provided, it may: an investigation. The Māori Land Court, The authority of the committee of
before appointing an investigator, may Committee of management vacancies management will cease, and the liquidator
• remove any member of the committee
require the applicant to pay a deposit for If any members of the committee are removed will have the powers to manage the Māori
of management or the secretary of the
security of costs for the investigation. following an investigation, the Court may: incorporation and sign documents.
Māori incorporation

14 15
Liquidator email, or visit a Māori Land Court office. Māori Land Court offices Tākitimu District
Duties Staff will be pleased to assist you and Registry Office
discuss any matters with you. 2nd floor, Heretaunga House
Depending on the Court’s directions, the Te Taitokerau District
liquidator can sell or otherwise dispose of Cnr Lyndon and Warren Streets
www.justice.govt.nz/maorilandcourt Registry Office
the assets of the Māori incorporation other MX10024, Hastings 4156
2nd Floor, Manaia House, Rathbone Street
than Māori freehold land (investment land T (06) 974 7630
AX10086, Whangārei 0140
can be sold). Any proceeds from the sale F (06) 974 7631
T (09) 983 9940
of the assets will be held by the liquidator E [email protected]
F (09) 983 9941
pending further orders from the Court. E [email protected]
Te Tairāwhiti District
The liquidator may, with the permission of Registry Office
Auckland Information Office
the Court, also lease any Māori freehold Cnr Reads Quay and Lowe Street
land vested in the Māori incorporation for a 135 Kolmar Road
(entrance on Reads Quay)
period not exceeding seven years, including EX10912, Papatoetoe 2155
PX10106, Gisborne 4040
any terms of renewal, on any conditions and T (09) 279 5850
T (06) 869 0370
at a rental that the liquidator sees fit. F (09) 279 5852
F (06) 869 0371
E [email protected]
E [email protected]
When the liquidator has wound up the
Māori incorporation, he or she must file in Waikato Maniapoto District
Te Waipounamu District
the Māori Land Court a full statement of Registry Office
account about the winding up of the Māori Registry Office
Level 2, BNZ Centre, 354-358 Victoria Street
incorporation. 76 Peterborough Street
GX10101, Hamilton 3240
WX11124, Christchurch 8140
T (07) 957 7880
If the Court is satisfied that the Māori T (03) 962 4900
F (07) 957 7881
incorporation has been wound up properly, F (03) 962 4901
E [email protected]
it will issue an order dissolving the Māori E [email protected]
incorporation.
Waiariki District
National Office & Office
Payment Registry Office of the Chief Registrar
Hauora House, Haupapa Street
The Court may set the liquidator’s payment Fujitsu Tower
JX10529, Rotorua 3046
rate. The costs will be met from the income 141 The Terrace
T (07) 921 7402
and assets of the Māori incorporation. SX11203, Wellington 6140
F (07) 921 7412
T (04) 914 3102
E [email protected]
Vesting the land F (04) 914 3000
E [email protected]
If the land has not been sold, the Court Aotea District
will make an order vesting the land in the
Registry Office
people who are beneficially entitled. They
Ingestre Chambers, 74 Ingestre Street Use the X number as you would a PO Box number.
will usually be the Māori incorporation’s
PX10207, Whanganui 4541
shareholders.
T (06) 349 0770
F (06) 349 0771
E [email protected]
More information
For more information about Māori
incorporations please write to, phone, fax,

16 17
Liquidator email, or visit a Māori Land Court office. Māori Land Court offices Tākitimu District
Duties Staff will be pleased to assist you and Registry Office
discuss any matters with you. 2nd floor, Heretaunga House
Depending on the Court’s directions, the Te Taitokerau District
liquidator can sell or otherwise dispose of Cnr Lyndon and Warren Streets
www.justice.govt.nz/maorilandcourt Registry Office
the assets of the Māori incorporation other MX10024, Hastings 4156
2nd Floor, Manaia House, Rathbone Street
than Māori freehold land (investment land T (06) 974 7630
AX10086, Whangārei 0140
can be sold). Any proceeds from the sale F (06) 974 7631
T (09) 983 9940
of the assets will be held by the liquidator E [email protected]
F (09) 983 9941
pending further orders from the Court. E [email protected]
Te Tairāwhiti District
The liquidator may, with the permission of Registry Office
Auckland Information Office
the Court, also lease any Māori freehold Cnr Reads Quay and Lowe Street
land vested in the Māori incorporation for a 135 Kolmar Road
(entrance on Reads Quay)
period not exceeding seven years, including EX10912, Papatoetoe 2155
PX10106, Gisborne 4040
any terms of renewal, on any conditions and T (09) 279 5850
T (06) 869 0370
at a rental that the liquidator sees fit. F (09) 279 5852
F (06) 869 0371
E [email protected]
E [email protected]
When the liquidator has wound up the
Māori incorporation, he or she must file in Waikato Maniapoto District
Te Waipounamu District
the Māori Land Court a full statement of Registry Office
account about the winding up of the Māori Registry Office
Level 2, BNZ Centre, 354-358 Victoria Street
incorporation. 76 Peterborough Street
GX10101, Hamilton 3240
WX11124, Christchurch 8140
T (07) 957 7880
If the Court is satisfied that the Māori T (03) 962 4900
F (07) 957 7881
incorporation has been wound up properly, F (03) 962 4901
E [email protected]
it will issue an order dissolving the Māori E [email protected]
incorporation.
Waiariki District
National Office & Office
Payment Registry Office of the Chief Registrar
Hauora House, Haupapa Street
The Court may set the liquidator’s payment Fujitsu Tower
JX10529, Rotorua 3046
rate. The costs will be met from the income 141 The Terrace
T (07) 921 7402
and assets of the Māori incorporation. SX11203, Wellington 6140
F (07) 921 7412
T (04) 914 3102
E [email protected]
Vesting the land F (04) 914 3000
E [email protected]
If the land has not been sold, the Court Aotea District
will make an order vesting the land in the
Registry Office
people who are beneficially entitled. They
Ingestre Chambers, 74 Ingestre Street Use the X number as you would a PO Box number.
will usually be the Māori incorporation’s
PX10207, Whanganui 4541
shareholders.
T (06) 349 0770
F (06) 349 0771
E [email protected]
More information
For more information about Māori
incorporations please write to, phone, fax,

16 17