Te arotake, te whakarerekē rānei i tō kaporeihana whenua
Review or change an incorporation

Any shareholder of a Māori incorporation can apply to remove a committee of management member on the following grounds, they have:

• failed to carry out their duties satisfactorily
• breached any provisions of Te Ture Whenua Māori Act 1993
• breached any provisions of the constitution of the incorporation
• acted in a manner that is incompatible with membership on the committee, or
• been legally prohibited from being a director, promoter, or taking part in the management of a company or incorporated/unincorporated body under the Companies Act 1993, Financial Markets Conduct Act 2013, or the Takeovers Act 1993.

In your application you’ll need to provide:

• evidence that demonstrates that they have failed to carry out their duties, breached our Act or the constitution or acted in a manner that is incompatible with membership on the committee
• evidence of any meetings (or attempts to call a meeting) to consider the proposed removal, and
• evidence to show general support for the proposed removal.

Apply online

Download the application form

When a vacancy in the committee remains unfilled following an annual general meeting or special general meeting (SGM), any shareholder can apply to appoint a new member.

A person may be disqualified from becoming a member if they are:

• subject to an order appointing a manager under section 31 of the Protection of Personal and Property Rights Act 1998; or a trustee corporation managing the persons' property under section 32 or 33 of this Act
• an undischarged bankrupt, or
• convicted of crimes punishable by imprisonment for a period of six months or more, unless they have served the sentence or have otherwise suffered the penalty.

In your application, you will need to provide evidence that: 

• a vacancy exists on the committee of management
• the SGM or AGM of the Incorporation failed to fill that vacancy
• an appointment is in the best interests of the incorporation, and
• there is general support for the proposed appointment.

Apply online

Download the application form

If a shareholder is not satisfied with the election of a member to the management committee, they can request an investigation.

In your application, you’ll need to provide:

• evidence that there were errors made in the election process and should be declared invalid, and
• evidence to show general support that those errors did in fact happen.

Apply online

Download the application form

The shareholders of an incorporation can apply for an investigation into the management of the business of an incorporation if:

• those shareholders together hold at least 10% of the overall shares in the Incorporation, or
• a special resolution was passed by a general meeting of shareholders that the management of the business of the incorporation should be investigated.

As a court, we have very broad investigative powers and may appoint examining officers to conduct a full review of any part of the incorporation. An investigation of this nature is rare, but can occur if the management committee doesn't follow good business practices. Examples of poor business practice include:

• counting and auditing practises that depart from standard requirements.
• A long-term pattern of poor returns from activities, such as farms that run at a loss.
• The land is not being well managed.
• Management is not providing shareholders with accurate and timely reports, e.g. AGMs are not being held.

The judge may also order any person to provide copies of records, reports, and reasons for decisions related to the incorporation, and to assist the examining officers with their review. 

The judge may also order any person to provide copies of records, reports, and reasons for decisions related to the incorporation, and to assist the examining officers with their review. 

When a judge receives the report from the examining officer, they may hold a court sitting to make further inquiries and if necessary:

• remove a member from a committee of management
• appoint a person to the committee of management
• suspend any powers of the committee or management and appoint any person(s) to exercise that power
• impose any restrictions, conditions, or exceptions on the powers of the incorporation
• give any directions as to the management of the business of the incorporation
• suspend any or all provisions of the constitution of the incorporation
• order the winding up (dissolution) of the incorporation, and/or
• refer any matter to the Attorney-General to consider formal charges be brought and prosecution pursued against any person(s).

These powers will only be exercised in extreme cases where a judge is satisfied that it’s necessary.

In your application, you’ll need to provide:

• evidence that those persons holding at least 10% of the shares in the incorporation seek an investigation or
• evidence that a special resolution was passed at a general meeting of the shareholders seeking an investigation
• the grounds upon which an investigation is sought, and
• any matters that should be brought to the immediate attention of a judge.

A request for an investigation should not be taken lightly. We suggest that you seek independent legal advice before applying.

Apply online

Download the application form