Sitting date: 8 Oct 2025
Clause 5 New sections 360D to 360G inserted

ASSISTANT SPEAKER (Maureen Pugh): Members, we come now to clause 5. This is the debate on new sections 360D to 360G. The question is that clause 5 stand part.

TOM RUTHERFORD (National—Bay of Plenty): I'm sorry to my colleagues Minister Meager and Vanessa Weenink. This is the substantive part of the bill. This is the nitty gritty. This is what—

Ricardo Menéndez March: Which you've already canvassed.

TOM RUTHERFORD: Ricardo Menéndez March says, "You've already canvassed this." See, here's the irony. In 24 hours, we'll be in this House, less than 24 hours, and Ricardo Menéndez March will be speaking at liberty. He will be waxing lyrical on things—

Hon Member: About nothing.

TOM RUTHERFORD: About absolutely nothing. It'll be just full of hot air—hot air. And we'll come up and say, "Madam Chair, I move that debate on this question now close." Then he'll get up with a point of order and he'll complain about it and say, "No, no. It's got many substantive points to raise." How the boot changes.

Hon Jan Tinetti: And back to the bill.

TOM RUTHERFORD: Oh, I look forward to you taking a call, Jan Tinetti, and contributing something to the committee.

Now, clause 5, main provisions, new sections 360D to 360G—I firstly want to ask about application volume and resource planning. The briefing materials indicate that there are over 650,000 directors currently on the Companies Register. The Institute of Directors survey found that privacy was the number one personal concern for directors, supported by 44 percent of directors generally and 61 directors who are on high profile NZX-listed companies.

Clause 5 creates new section 360D, which establishes the application mechanism that could potentially be used by hundreds of thousands of directors. Can the member, firstly, confirm how many directors currently have their residential address publicly available on the Companies Register and what volume of applications the Companies Office is expecting under new section 360D?

Has the Ministry of Business, Innovation and Employment (MBIE) provided the member any modelling on expected application volumes with this change and what additional resourcing does she believe will be required to process applications without creating, for instance, significant delays under the section 360D framework?

I'm keen to understand from the member what volume of applications the Companies Office is expecting under new section 360D, and has any modelling been provided through, say, the select committee process or to the member directly on how many expected application volumes—

Ricardo Menéndez March: That's what the select committee process is for—ask a colleague.

TOM RUTHERFORD: He says, "Ask a colleague". I am asking a colleague. I'm asking the Hon Dr Deborah Russell. She's a parliamentary colleague and I'm asking her—yes, very well.

Before I was rudely interrupted, has MBIE provided any modelling on expected application volumes and what additional resourcing, if any, will be required to process applications without creating significant delays under the new section 360D framework?

Hon Dr DEBORAH RUSSELL (Labour): In terms of the volume of applications that we're expecting, we don't know. No, there was no modelling done. That's the nature of a member's bill. However, I note that the application has to be made in a particular form and there are some steps to it, including a statutory declaration. I doubt that there are going to be frivolous applications.

In terms of whether or not it could be done in time: as we discussed earlier in this debate, officials assured us that they could do the work, and we have to take the officials' word at that, and certainly I do as I am not a Minister; I am just a member. They assured us that they could do the work.

In terms of the resourcing that's required for it, well, that's the Minister's issue. If it's going to be a problem, the Minister can apply for funding through the ordinary Budget process.

CARL BATES (National—Whanganui): Thank you, Madam Chair. Thanks for the opportunity to ask a question on this bill. The member has just referred to a process which creates some challenge for chartered accountants across the country. Given that chartered accountants have a large amount to do with the management of companies in New Zealand, I want to understand if the member has canvassed, or engaged with, Chartered Accountants Australia and New Zealand, regarding my member's bill, about statutory declarations. The member just referred to statutory declarations and said that there will be a large number of these that will require a statutory declaration. Currently chartered accountants cannot sign a statutory declaration, so they're going to have to deal with the large volumes that my colleague Tom Rutherford has referred to if potentially up to 650,000 directors who could apply go to their accountant as part of the annual reporting process, etc., and have these statutory declarations signed.

I'm interested to understand whether the member has considered the impact on small and medium chartered accounting firms across the country and whether she has spoken to her parliamentary colleagues on that side of the House about whether or not they would be supportive of the additional member's bill, which enables chartered accountants to sign statutory declarations to make the implementation of this particular legislation—

Hon Dr Duncan Webb: You can't trust an accountant.

Tom Rutherford: Call that out.

CARL BATES: Yeah, I would call that out actually. Duncan Webb's saying I can't cross-reference. Of course I can.

Tom Rutherford: No. He said, "You can't trust an accountant."

CARL BATES: "You can't trust an accountant."—I think that that is disgraceful. Not only is that an insult to myself as a chartered accountant but it's also an insult to every chartered accountant in New Zealand. I'm interested in whether the Hon Deborah Russell, the member in charge of the bill, was able to consult any chartered accountants from—

Tom Rutherford: And does she agree with that comment?

CARL BATES: Hold on! Was she able to consult any chartered accountants in her caucus about the impact of this? I understand that there aren't any chartered accountants in the caucus on that side. I'm interested to know who she has engaged on the importance of signing statutory declarations and the impact for small and medium firms across New Zealand, which Duncan Webb has just said can't be trusted. It's an insult to business in this country. It's outrageous. It should be withdrawn and apologised for.

To get back to my question regarding this clause and the comment that the member made—that there will be a large number of statutory declarations that will be required to be signed as a result of the implementation of this legislation—has she considered the impact on those firms, and would she, to reduce the impact, go to her caucus and encourage them to support a practical change that will support the implementation of her bill, as well as informing her caucus that chartered accountants can indeed be trusted and should be trusted? I'm sure we'll understand a lot more about the implementation of any tax policy that that side comes up with, because, clearly, without any chartered accountants on that side, they don't know.

Hon Dr DEBORAH RUSSELL (Labour): I was, of course, admitted to the New Zealand Institute of Chartered Accountants myself in 1992. There are plenty of us in the Labour caucus who have owned businesses, have business experience, and know our way around the Income Tax Act, amongst other things.

In terms of the burden on chartered accountants, if the member thinks it's going to be a burden on chartered accountants to take statutory declarations, I suggest he withdraw his bill. However, I would invite the member to take notice of what needs to go into the statutory declaration. That is in new section 360D(3)(b), inserted by clause 5, and it includes "a statutory declaration … made by the director verifying that public availability of the director's residential address … is likely to result in physical or mental harm to (i) the director; or (ii) a person with whom the director resides;".

These are not mere frivolous applications for the sake of it. A person has to be able to say that they think they are at risk of physical or mental harm. I sincerely doubt that all 650,000 directors on the register of directors are going to turn up tomorrow the minute the bill is through asking for one of these, and I think it's not reasonable to engage in that kind of scaremongering.

In terms of getting a statutory declaration sorted out, it's interesting. It's actually comparatively easy these days. Most justices of the peace run public desks in libraries or in malls and so on. LynnMall on a Thursday night—the JPs are there. It's pretty easy to get a statutory declaration sorted out there.

MARIAMENO KAPA-KINGI (Te Pāti Māori—Te Tai Tokerau): Thank you, Madam Chair. Thank you. Many Māori organisations' trustees, Dr Russell, are listed as shareholders in their personal names, and not because they own the shares themselves but because they're often holding them on behalf of iwi, hapū, and whānau. These trustees often aren't directors, and yet they can face the serious risk and pressure and even the harassment from within their own communities, especially when decisions are contested.

I'm coming to new section 360D, Madam Chair. Te Hunga Rōia Māori o Aotearoa recommended that all shareholders should be able to apply to keep their residential address private; not just those connected to a director.

Tāku pātai ki a koe: could any shareholder, particularly those in sensitive roles, like Māori trustees, apply for address protection in their own right? First question. Second—and I apologise if you may have already covered this, but I just wanted:

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in those contexts particularly. And, Dr Russell, would you consider extending the protections under new section 360D to all shareholders, not just those linked to directors? Thank you.

Hon Dr DEBORAH RUSSELL (Labour): The member raises a really important issue, and it was raised during the select committee process: why doesn't this apply to shareholders as well? She's quite right. It ought to, but it's beyond the scope of this bill. Again, if the Minister's new legislation comes into this House, it ought to address that issue as well, so that shareholders are not necessarily identified by their home address, by their personal address. It ought to have some mechanism for dealing with it. Can I invite the member to write to the Minister now and raise that particular issue to make sure that it gets considered in the legislation that he's considering bringing to the House? Having said that, once this bill is, I hope, through the House or is—who knows how things will go. That is an issue I had thought I might pick up as the next issue I might try to address, is that one about shareholders, because it is an issue. It's a shame we didn't address it in this bill, but perhaps in the next one we try for.

Hon JAMES MEAGER (National—Rangitata): Thank you, Madam Chair. I appreciate the time to gather my thoughts after the shocking revelations from Dr Webb—rich coming from a lawyer, of course, which is one of the least trusted professions alongside politicians. Perhaps Dr Webb could start a podcast and get media and get the holy trinity?

Madam Chair, thank you for the opportunity to take a call on clause 5, which, as we were reminded earlier on, contains the operative provisions, new sections 360D and 360F. Of course, it contains the provision around public access that the member was referring to before, and alluded to some of my questions around public access to company records being those physically held by the company under inspection rather than the website.

I think it's entirely relevant to raise that point here again, because, of course, one of the intentions of this bill is to provide that protection, that privacy right—and to require the registrar to take those reasonable steps—including to redact information. Now, that relates directly to the questions I had around the optionality for companies to "may" replace residential address or "may" replace shareholder's address. If we're talking about getting into litigation about what defines "reasonable steps" of the registrar, surely one of the ways we could reduce the risk of litigation as to whether or not the registrar has indeed taken reasonable steps to ensure that privacy by removing or redacting a residential address and ensure it's replaced with an alternative address would be to just require those companies to replace the address with the alternative address where requested.

That is the crux of that question around "may" or "shall". If you change that term to "shall", you then remove one of the uncertain criteria as to whether or not it is a reasonable step for the registrar to take. Upon being notified that a residential address remains on company records and has not been removed by the company, despite the fact a company director has chosen to put in place an alternative address, I can easily see litigation where the registrar is unsure as to what the reasonable steps would be to take if they are notified. We could take that risk of litigation out of this by simply saying that a company is required to replace it and reduce and remove that optionality.

That's the question: what is the harm, and is it not a good thing to reduce some of the risk of litigation and uncertainty about what reasonable steps could be when a registrar is required to perhaps redact that information?

Dr HAMISH CAMPBELL (National—Ilam): Excellent. Thank you, Madam Chair. I appreciate that there is quite a lot of meaty substance in this clause. I'd like to thank Dr Deborah Russell for her kind of full answers that she's given to date.

Something I want to touch on—and I nearly kind of touched on it in clause 4, when it talks about "a company may replace a shareholder's address", because, of course, we realise that directors don't exist in isolation; they have family members that also may be affected. Of course, in new section 360D, inserted by clause 5, "Alteration of entries on New Zealand register on application for safety reason", in (3)(b), it talks about "a statutory declaration made by the director verifying that public availability of the director's residential address is likely to result in physical or mental harm to—(i) the director;"—which, of course, that's very clear—"or (ii) a person with whom the director resides;" and it goes on.

Really, my question is about who determines who resides and what "residing" actually means. How will "reside with" be defined in practice? And what proof will be needed to kind of furnish, to actually prove that this person, then, does reside with the director? Does it actually have to be for 365 days of the year? We do realise that people do move round. Relationships can be dynamic. I suppose it kind of comes down to: should we be actually extending this to all household members, not just who resides with the director? Bearing in mind that there are a lot of family-run businesses here in New Zealand which may have intergenerational shareholders. There may be multiple generations actually involved in it. Maybe we should extend it to all households? It may be even broader relatives, because we do want to make sure that everybody in New Zealand does remain safe. We've already talked about stalking behaviour; we would hate that to spread not only to the director but to the wider family members.

The question would be—really, there's probably a couple of questions in there—how would "resides with" be defined in practice, and what proof will be needed to actually prove that a director resides with someone?

Hon Dr DEBORAH RUSSELL (Labour): I just want to respond to one really important—well, a number of points. I think the one really important point that Dr Hamish Campbell picked up was other people who get affected. I think it's going to be the same answer as the answer I gave to the member Mariameno Kapa-Kingi. It's actually that, yes, it would be good, and the legislation that is promised by the Minister of Commerce and Consumer Affairs should create that capacity.

This is, unfortunately, a very narrow bill. It really does just deal with directors and people they live with. It would be good to have taken it wider, but members' bills are often necessarily quite narrow, so it's a shame it didn't go wider. I trust that the Minister's legislation that is promised will deal with that particular issue. If not, again, it is something that I will look at as perhaps the next step, depending on what happens with the Minister's legislation.

Then Dr Campbell also asked about "resides with". It's the ordinary meaning of the words, as often is the case in the law. There's the obvious one of a husband and wife residing together. I have to say, I haven't seen a lot of my husband in recent weeks. We've gone back and forth past each other, but we live together most of the time—aspirationally live together, the way it is for MPs. It's just the ordinary meaning of those words.

Then, in terms of what is the test for whether someone really does reside with the director, of course, again, that director has to sign a statutory declaration saying that the person who resides with them could be in danger. A statutory declaration is—I know it seems like just signing a piece of paper, but it is actually a legal test. It does have legal standing. People can be prosecuted if they commit fraud, I suppose, when signing a statutory declaration, so there is that protection there as well.

TOM RUTHERFORD (National—Bay of Plenty): Thank you very much, Madam Chair. I'm going to focus particularly on section 360D(3)(b). That's what my primary focus is going to be. It says the application must "include a statutory declaration made by the director verifying that public availability of the director's residential address is likely to result in physical or mental harm to—(i) the director; or (ii) a person with whom the director resides". The bill requires directors to make a statutory declaration that public availability of this address is "likely to result in physical or mental harm". Now, I note that Bell Gully's legal commentary noted that this standard appears to be subjective, with no guidance on actually what constitutes harm.

Under section 360D(3)(b), it now requires a statutory declaration verifying that public availability is "likely to result in physical or mental harm". The language in the new section requires the statutory declaration that public availability will result in physical or mental harm, but can the member explain or clarify what threshold of likelihood is required and whether any guidance will be provided on what constitutes physical or mental harm?

The bill itself provides no definition of these terms in section 360D, so will this be addressed in regulations, or is the subjective assessment by the applicant intended to be the sole test? Are we solely taking the applicant at their word, or is there going to be some rules, some requirements that people must meet? How are we going to actually understand that that director has actually met the threshold for what may constitute physical or mental harm?

Now, my next question, on that same section, is in Chapman Tripp's submission to the bill and to the select committee. They recommended that the service address option should be available as a matter of preference without any need to establish safety risk. They were saying no need to have that requirement to say a person is likely to result in physical or mental harm if they disclose their physical address. Chapman Tripp was saying, "Get rid of that, don't have that provision whatsoever, don't have—

Rt Hon Winston Peters: Winston Peters wouldn't have put that in.

TOM RUTHERFORD: Well, Winston Peters would have, I'm sure, really appreciated had that requirement not been in there and then wouldn't have had to necessarily declare his address being a director of a company, for example, and being publicly available—let alone people knowingly sharing it widely, which is just terrible, the harm that incited and the support that's been given from political parties in this House.

Chapman Tripp, in their submission, recommended that the service address option should be available as a matter of preference without any need to establish safety risk. Why does section 360D(3)(b) limit eligibility to situations involving potential harm rather than allowing directors to protect their privacy for other legitimate reasons? Why is it only physical or mental harm that has been specified? Why aren't there other legitimate reasons as to why they necessarily don't need to have it disclosed publicly?

The harm-based test in this provision is, in my opinion, quite restrictive compared to what, I've read, what many submitters have said, including the one from Chapman Tripp. That said, it should be available as a matter of preference without any need to establish a safety risk. What evidence does the member have that this narrow approach in section 360D is the most appropriate for this legislation and for New Zealand? Why is it necessary to have the physical and mental harm component? Why can't a director just say, "I want to put this address rather than my residential address" without having to provide the justification; or who's going to be the sole discretion on that one?

Madam Chair, while you're finding your way and we're having a replacement, I will carry on, but I want to be really clear is that I will continue to—Mr Chair—

CHAIRPERSON (Greg O'Connor): Tom Humphries. [Interruption] Sorry, Tom Rutherford.

TOM RUTHERFORD:I seek leave to recall—ha, ha! Tom Humphries? I'm blushing, that's—

CHAIRPERSON (Greg O'Connor): Such a quiet, retiring member, that it's—

TOM RUTHERFORD: I'm certainly not retiring to my seat, Mr Chair, but thank you very much.

My question I asked was with clause 5, section 360D(3)(b), around likely harm and Bell Gully having their commentary that noted that this appears to be subjective, which I agree with. There's no guidance on what constitutes physical or mental harm, so who's going to create the discretion and the description of what that is? Then the other part around Chapman Tripp's submission recommended—

Hon Dr Deborah Russell: Play it three times and then say it again, Tom.

TOM RUTHERFORD: I love being heckled from the member in the chair. Isn't it great? Isn't it great? It means I'm contributing a lot. Chapman Tripp's submission recommended that the service address option should be available as a matter of preference without any need to establish safety risk. Why does section 360D(3)(b) limit eligibility to situations involving potential harm, both physical and mental, rather than allowing directors to protect their privacy for other legitimate reasons?

The harm-based test in this provision, in my view, is very restrictive compared to what many submitters requested. Many submitters said we don't want to have the physical or mental harm provision, just give us this change option altogether. Don't require us to have to prove that we have threats or potential of physical or mental harm. Don't require us to prove that. Just allow us to say we want to have an alternative address, and that should be enough. Rather than our residential address, let us just provide an alternative address, and that should be enough. Don't make us have to justify to the register, or through our business as a director of it, or to the company's office why we feel we are in such a position.

What if that actually relitigates things for that person? What if it triggers them around what potentially may be raised from it, the trauma that could be associated with then having to say to the Companies Office, to a person they've potentially never met, and say, "For XYZ reason, I want to remove my residential address and I want to provide an alternative address."

Why can't they just turn up and say to the Companies Office, "I am a director of XYZ business limited and it is my view that I want to change what is disclosed from being my residential address to an alternative address" and for the company's office to say, "OK, we will action that change. No further questions. We will go about it as long as you provide the necessary paperwork. We will go about actioning that change"—rather than requiring them to prove why they believe they could potentially be impacted with either physical or mental harm? I would welcome the member's opportunity to answer that question.

Hon Dr DEBORAH RUSSELL (Labour): Two interesting questions from the member Tom Rutherford. The questions rather pull against each other. One of them was asking why the standard is so tight, and the other one was asking why shouldn't the standard be much looser.

In terms of physical or mental harm: again, the answer is the same as before, it's a statutory declaration. That's all that's required. If a person is willing to say that about themselves or someone that they live with, well, then that is taken to be enough. We do take people at their word when they sign a statutory declaration. That's a good thing there.

I take the member's point about the submission from Chapman Tripp. In fact, I had a bit of correspondence during the course of this bill with Roger Wallis, one of the partners at Chapman Tripp.

Again, I just say to the member—that point about "Why shouldn't it just be a preference?"—it is exactly the same point as was raised by Dr Campbell and raised by Mariameno Kapa-Kingi: "Why couldn't it just go further?" It would be good if it went further. It's a narrow bill. It is just applying to directors and it also, of course, is to directors who happen to be the shareholders as well, so it applies across their shareholdings too, for a particular company.

I trust that the Minister's legislation will actually address those particular issues. From the way he has described it to me, it should. In the meantime, this is just a narrow piece of work that will actually help in what we hope are reasonably few cases where people have stalked through the Companies Register. We don't actually know, but I do know that I have had people write to me and say, "Hey, I've had this real problem." It is a real problem. It does exist. How big it is, we don't really know. The Minister's legislation will solve it properly. This will be a band-aid.

Dr HAMISH CAMPBELL (National—Ilam): Excellent—thank you, Mr Chair. I probably will take up where my colleague just finished, talking about this criteria—why limit it? I appreciate your answer that it is a statutory declaration, but should that statutory declaration come to light to be untrue, what role, then, does the Companies Register have in actually challenging it, kind of rectifying the situation? What mechanisms are there, or would the Companies Register leave the alternative address in there, even though they know that, actually, the statutory declaration is not correct, and it may not be likely to result in physical harm or mental harm for the director, or as, of course, the clause lays out a person with whom the director resides. What sort of time frame would the registrar then have to correct the issue? I'm also bearing in mind what my colleague Tom Rutherford said: that maybe this is a little bit of an overkill, that we should just be able to say that we want an alternative address.

This is a slightly different situation, and the fact that when information has come to light, once something has already happened, what way does the registrar's office have to kind of challenge the alternative address and rectify a situation that has arisen because this clause has been then inserted into the Companies Act? Of course, unfortunately, situations change. Also, maybe if there's no longer that risk of physical or mental harm, what then happens? We've spelt it out that they can apply for it if this is likely to result, but times change, people move on, relationships move on. Maybe it no longer actually matters. What then? What challenges or corrective actions will then be taken?

Hon Dr DEBORAH RUSSELL (Labour): Very straightforwardly, there will be the same remedies the Registrar of Companies already has with respect to false information being provided to it.

STEVE ABEL (Green): I move, That debate on this question now close.

Dr VANESSA WEENINK (National—Banks Peninsula): Thank you, Mr Chair. At last! I have so many questions. In this section, if you will indulge me a little bit, I want to take a few of the subclauses of clause 5. I may go forward and back and forwards a little bit when I'm getting to my point. There's a bit of a theme that I think is developing in some of our lines of questioning around the barriers that are put in place for people who are trying to get this remedy. We've really traversed a little bit about the fact that there does need to be a statutory declaration.

We talked about this at length, and, as has been discussed, many submitters also asked why this was a requirement. As the member in the chair has pointed out, we expect that that will be quite a low barrier. The fact that there are many people who can sign off a statutory declaration—not just chartered accountants but JPs and the like, where you find JPs quite common and easy to find at any of the service centres or MPs' offices. I'd just like to shout out to Anna Matthews who's a JP in my electoral office down in Ferrymead in Christchurch. She's recently become a JP, and, very frequently, those services are used at our office there on Ferry Road. Although it's a low barrier, it's still a barrier. Given that there are 650-odd-thousand directors, I think part of the rationale for this, if I'm correct, was that we need to have some small barrier so that there isn't an a tidal wave of requests that then aren't able to be actioned and, then, in the volume itself, create a barrier to people having this actioned through the Registrar of Companies. This is a small barrier but potentially a necessary one. I wonder if the member agrees with that.

Then the other barrier that we did really talk about and discuss quite a bit at length at the committee was in new subsection 360D(3)(d) that it may "be accompanied by the prescribed fee (if any)." We weren't sure if this was going to be something that would be applied, whether a fee would be required to carry out the service, whether or not that would actually create much of a barrier to people using the service, and whether it was a fair and equitable thing to impose any fee. As Te Pāti Māori members will appreciate, we considered whether that created any additional barriers for Māori or other lower socio-economic groups or others who might be otherwise economically challenged. I'm not saying all Māori are, because that's certainly not the case, but if that was creating any barriers, was that fair and was that equitable? There was quite a discussion about the fact that there may not need to be any fee. That's why it's important that "(if any)" was in there, because if we'd said "prescribed fee" and then didn't actually have a fee, then we could end up with a ridiculous situation where, actually, there was some fee that had to apply, even though it might not really mean anything or be just a notional thing.

The other thing that I think is a useful thing that has been put into this is that each application can apply to more than one company. It would be, again, a nonsensical situation if every company that each director was a director of had to be individually applied for. Given that some people can be a director of multiple companies and have different roles, they may have multiple companies that are nested within one company. It is a very sensible thing, but, again, a small barrier has been removed, and others have been put in place.

TIM COSTLEY (National—Ōtaki): Thank you, sir. I only have two questions. One of them has been touched on by the Government member just now. But I wish to take a slightly different tact, and that's on what will become section 360D(3)(d), which is the words "be accompanied by the prescribed fee (if any)." I just wonder, having sat through a couple of select committee deliberations where it was discussed, I think, of citizenship, "Would there be a fee?"—I understand the reason why it says "the prescribed fee (if any).", to give some latitude and this can be set in regulations. But I wonder if there is consideration given to removing that or to making it clear at this point in the legislation that there would not be a fee.

The reason I ask that is that this is about safety and security and the wellbeing of directors of companies, and these are not all the big corporate companies that we might be thinking of. You know, when you look at an electorate like mine on the Kāpiti Coast, but it's representative of all of New Zealand, that the average company has one employee, maybe one director, they are working hard to get this country ahead, and not everyone necessarily has the means to pay for a fee. But should that be inherently a barrier or an obstacle to receiving the protection that this bill brings? I commend the intent of this because it's about providing that safety-net protection to Kiwis who are getting about their business but feel there is a genuine risk to them. But should money ever be an obstacle to receiving that protection?

It would be easy for some to look at this and say "Well, look, it probably won't be much. It might not be that much. We don't know what it will be.", but, actually, there is just an inherent access to justice and to the private enjoyment of their own home that is worthy, I think, of consideration here. So I would be interested to hear from the member: is there consideration to make it clear now in regulation that there will not be a fee, that, actually, we don't sell security in New Zealand; we provide it? That's ultimately what brings most of us to this Chamber.

The second question that I wanted to ask [Interruption]—thank you—is about new section 360E(2). I just wonder—maybe it's the way I'm reading it, because not everyone reading this is going to be a trained lawyer—if there is just a little bit of wording that needs clarification. If there is, I'm happy to bring an amendment, but the member may have a response. This is talking about the "Requirements for alternative address". New subsection (1) talks about the things it must not be, it must not be a post centre or a registered office or service; it needs to be a physical location. We covered some of this in the earlier clauses, also. In (2), it says "If the alternative address is at the offices of any firm of accountants, barristers and solicitors, or any other person, the alternative address must state—(a) that the address is at the offices of that firm or person; and (b) particulars of the location in any building of those offices."

Now, it is the words of "any other person". If I'm reading this correctly and that it is correct that I could nominate some other persons—maybe it's not their place of business; it's their address; it's not an office; it is in the category of "any other person"—does it have to be in an office, can it only be in an office? The way I read (2)(b) is because it's an "and", not an "or", between (a) and (b), it must state the "particulars of the location in any building of those offices." But what if they're not offices? I'm not trying to be pedantic here, but I think it's important that we just understand "of those offices", "of the location", could it be anything at all? Could someone use their mum's house? Could they use a different address that's maybe not an office, but it's an outlet, it's some other kind of place? What if it's, I don't know, the director of something that's held by a church and can it be the church, can it be something else? So are we narrowing ourselves inadvertently by saying it must be of "those offices.", or could it be actually those offices, that location, that community hall, that church, whatever it might be?

So I'd just be interested to hear an answer on those two points. One is about the fee for service, and the second is about whether it is restricted only to a physical office. Thank you.

Hon Dr DEBORAH RUSSELL (Labour): It'd be good if the members on this side of the House made up their mind about the fee. Some of them think it's not sufficient of a barrier; others think it's too much of a barrier. It's fortunate the words "if any" are in there. We are trusting the judgment of officials on that and we do trust the officials to get that right. So thank you for the points in different directions, but we are trusting the officials to manage that "if any".

I just have to say to Mr Costley, not to be pedantic, as he was not being pedantic either—I just want to draw his attention in section 360E(2), inserted by clause 5, to that little word "if" at the start of that, so if the alternative address is at a set of offices. The implication is that offices can be elsewhere. It could be your mum's address, it could be your neighbour's, or whatever. There are possibilities for alternative addresses. So it's just like if it's at those sort of offices, so that does cover the sorts of concerns Mr Costley had.

CHAIRPERSON (Greg O'Connor): The Hon James Meager, and I might say to the side on my right, we're getting down to some very, very nitty-gritty stuff here, so I expect some new material.

Hon JAMES MEAGER (Minister for Hunting and Fishing): Thank you, Mr Chair. That's precisely what the committee stage is brilliant at doing, is to get into the pedantry and the nitty-gritty and examine clause by clause, and I'm—

CHAIRPERSON (Greg O'Connor): New nitty-gritty—new nitty-gritty.

Hon JAMES MEAGER: I'm disappointed that the member hasn't addressed the questions that I raised earlier, because we were directed to move from clause 4 to clause 5, and we did so, and then we also have not opposed closure motions nor did we take any debate on new clause 4A, so with that good faith of moving through to clause 5—then the Chair will look at his worksheet and see that there are a number of questions without any ticks beside them that haven't been addressed by the member. I would like the member to address those questions, in particular around the issue of preventing public access and the requirements of the registrar.

I understand—and the way I read it—there is a drafting error in new section 360D(2), inserted by clause 5, because the provision purports to require the registrar to take reasonable steps to do X, Y, and Z. So the question for the member and even the member in the chair currently is about new section 360D(2), "Registrar must (a) take reasonable steps to prevent public access ... and (b) ensure the alternative address is publicly available from the New Zealand register." Now, if the intention is for the registrar to take reasonable steps for both (a) and(b), there is a drafting error, because the way it is drafted is that the reasonable steps is contained within (a) and not (b). So the natural consequence of that drafting is, therefore, that the registrar must take absolute steps or all steps to ensure (b), "the alternative address is publicly available from the New Zealand register." Because if the intention was for (b) to also be subject to the reasonableness standard, then the drafting should have been "The registrar must take reasonable steps to (a) … (b)", so that the reasonableness is a precursor for both subsections.

My fear is that the way it is drafted now, reasonableness applies to (a) and not to (b). Therefore when the registrar is looking at what they have to do to ensure the alternative address is publicly available from the New Zealand register, they therefore have to take all steps. Because a plain interpretation of that section is that if Parliament had intended those steps to be reasonable, it would have said so. But by deliberately excluding it from (b) and including it in (a), the only interpretation available to a court of law in interpreting the section is that that is an absolute provision. And I don't think that is the intention of the member.

So if the member can record maybe that question for the Hon Dr Deborah Russell for when she returns and she clarifies whether her intention is for the registrar to have reasonable steps for both new section 360D(2)(a) and (b)—I suspect that an amendment may well need to be put forward. Because if an amendment is not put forward, then the reasonableness test only applies only to (a) and not to (b), and I am of the understanding that that is a drafting error.

TOM RUTHERFORD (National—Bay of Plenty): Thank you very much, Mr Chair. My first question is going to be about multiple company applications. As we know, many directors across New Zealand serve on multiple company boards, and the bill makes some attempts, in my view, to address this, but there's still some outlying questions. If we look at new section 360D(4), "An application under this section may relate to more than 1 company." How will the new section 360D(4) provision for applications relating to multiple companies actually work in practice? If a director serves on boards of companies with different risk profiles, how does the single application process address varying levels of safety concern? Does this provision work effectively with the one alternative address limitation in new section 360E(4)? That's my first question to the member.

My next question is around preserving other legal requirements. The bill must not interfere with other legal obligations. If we look at just below that point that I was talking about, in new section 360D(5), it says, "This section does not limit—(a) any requirement to provide residential address information about a director to the Registrar in accordance with this Act or regulations made under it; or (b) the Official Information Act 1982." While new section 360D(5) preserves the Official Information Act, how will the section 360D(2)—which says, "The Registrar must—(a) take reasonable steps to prevent public access from the New Zealand register to the residential address (including by redacting information from a document that is publicly available from the New Zealand register); and (b) ensure the alternative address is publicly available from the New Zealand register."—removal of public access affect law enforcement efficiency? Will agencies need to make formal Official Information Act requests for information that is currently publicly available, or does new section 360D(5) adequately address all interactions with other transparency legislation beyond the Official Information Act?

I'm going to carry on to my next point, which is around prospective directors and proposed companies. If we look at the next point down, which is new section 360D(6), it extends definitions to include proposed companies and prospective directors and shareholders. It says, "In this section and sections 360E to 360G,—company includes a proposed company, director includes a prospective director, shareholder includes a prospective shareholder." How will new section 360D(6)'s inclusion of proposed company, prospective director, and prospective shareholder work in practice when the company does not yet exist? The definitions in new section 360D(6) seem to create some complex scenarios. Who will maintain alternative address records during company formation, for example?

I would welcome a response from the member to my question around new section 360D(4), around allowing applications to relate to more than one company; around 360D(5), which preserves other requirements, and the query I had around the Official Information Act; and new section 360D(6), which is extending definitions to include proposed companies and prospective directors and shareholders.

STEVE ABEL (Green): Thank you, Mr Chair. I move, That debate on this question now close.

Hon JAMES MEAGER (Minister for Hunting and Fishing): Thank you, Mr Chair. Thank you for the opportunity, because, on further examination of the bill, the point I raised in my previous contribution is, then, repeated in sections 360F(2)(a) and (b)—the split reasonableness test which applies to paragraph (a) and then not paragraph (b). That question, therefore, also applies to section 360F as well as section 360D.

To further confuse the drafting in this situation, if we then look at section 360G, which is around the removal of the alternative address from the register—and I'll take the committee through this because it is a step-by-step process. We can fast-forward to sections 360G(2(a), (b), and (c), but if we look at this in its whole, section 360G is about the removal of the alternative address from the register. If the Registrar has taken the steps outlined in section 360D, which is that reasonableness test in paragraph (a) and the absolute test in paragraph (b) and then the following events occur—either the director notifies the Registrar that they no longer wish to have an alternative address or the director ceases to be a director of the company—if we go down to section (2)(a) or (b), section 360D(2) no longer applies and therefore the Registrar, under subsection (2)(b), "must, as soon as practicable, ensure the residential address is publicly available from the New Zealand register;".

Therefore, already we have a differentiation in the test between section 360G(2)(b), which is "as soon as practicable", and section 360D(2)(b), which is "ensure the alternative address is publicly available from the New Zealand register.", which would then lead any interpretation to conclude that it must be an absolute test, because, if the Parliament had wanted to put a qualifier in, such as "take reasonable steps" or "as soon as practicable", it would have put it in there. But we have left it silent. This is the opportunity to clarify or to remedy those sections, because, then, if you go on to paragraph (c), they then "may make any other relevant alterations to the New Zealand register that they think fit."

There are multiple different tests here, and I am actually reasonably concerned, for want of a better word, that the drafting here is confused and may be incorrect and may need rectification before we potentially vote on this clause or any other clauses before the end of the evening. I'd like the member to address that point.

Hon Dr DEBORAH RUSSELL (Labour): I note that the members have been raising various concerns around companies which are to come into existence and directors that may come into existence. The idea is to provide an alternative address right from the start instead of having to go through a process of a residential address and an alternative address. But, further, there's a wider point on this and it goes to the matter that the Hon James Meager was just raising around the slightly different wording in parts of these. These were all actually drafting suggestions. So our officials and, particularly, the drafters from the Parliamentary Counsel Office said, actually, if we really want to capture the intent of this bill, if we want to capture the nuances, then this is the way to draft it. So we very gratefully accepted their drafting recommendations to try to capture the various different situations that might occur, and it's all designed to put that in place. So as I said, I have looked through the drafting, am pretty satisfied with it, and I'm happy with it as it stands; it captures the policy intent for the bill.

Dr HAMISH CAMPBELL (National—Ilam): Excellent, thank you very much. We see a lot in new section 360E, "Requirements for alternative address." A lot of these are actually kind of very prescriptive, describing the physicality of what an alternative address would look like. But they don't really kind of address any of the functional characteristics that an alternative address may have. For example, if the service at an alternative address fails—it may be undelivered mail or undeliverable mail—will the service at that alternative address then actually be legally effective, or is there some sort of fall-back mechanism which the Companies Register could then actually work? I think a prime example of some of these alternative addresses is a building that has lots of different occupiers. If you look at a lot of commercial addresses around New Zealand that have multiple businesses, they are not overly well signposted. You just need to be a delivery driver and have a bit of experience in this, but, actually, it's very hard, even if it's labelled as a business address, to actually find some of these businesses because of poor signage and it's not clear where it is.

So there's nothing really in new section 360E that actually talks about the serviceability of the alternative address. Of course, it's also important whether, actually, there has also been some consideration that courts and other statutes uniformly recognise the services at an alternative address, or is this something that is actually going to cause conflict with other laws which require a residential address? How will a notice of legal proceedings, or anything, reliably reach a director via an alternative address if we don't really outline some of the functionality of an alternative address rather than maybe some of the descriptive things that we've got in this provision?

Hon Dr DEBORAH RUSSELL (Labour): Dr Campbell raises a good point. It was a point that was discussed extensively before the dinner break, about the difference between an "address for service" and an "alternative address", so we've already canvassed that matter considerably.

STEVE ABEL (Green): I move, That debate on this question now close.

A party vote was called for on the question, That the debate on this question now close.

Ayes 72

New Zealand Labour 34; Green Party of Aotearoa New Zealand 14; ACT New Zealand 11; New Zealand First 8; Te Pāti Māori 5.

Noes 49

New Zealand National 49.

Motion agreed to.

CHAIRPERSON (Greg O'Connor): The question is that the Hon Dr Deborah Russell's amendments set out on Amendment Paper 373 be agreed to.

Amendments agreed to.

Clause 5 as amended agreed to.

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