Find out what A&I form to complete and who should sign when your dealing involves: a company, government department or agency, local authority, incorporated society, chargeholder, unit title body corporate, a trust, charitable trust, trustee company or other corporate body.
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Which A&I form to complete and who should sign
There are three different A&I forms available. The A&I form you need, and who should sign, depends on the type of entity you are acting for. The most common examples of corporate bodies are included below.
|Corporate Body||A&I form to complete||Who signs|
|Non-publically listed company||Private Corporate||Director(s) and/or authorised signatory|
|Publically listed company||Public Corporate||Director(s) and/or authorised signatory|
|Government departments and agencies (e.g. Ministry of Health, Dept. of Conservation, Legal Services Commissioner)||Public Corporate||Authorised signatory|
|Local authority (e.g. Waikato Regional Council, Whakatane District Council)||Public Corporate||Authorised signatory|
|Incorporated society||Private Corporate||Authorised signatory(s) in line with the society’s governing statute|
|Chargeholder||A&I form to complete||Who signs|
|Institutional chargeholder||None required – letter of instruction may be obtained|
|Private chargeholder (individuals)||Private Individual||All individual chargeholders|
|Private chargeholder (company)||Private Corporate||Director(s) and/or authorised signatory|
|Unit Title Body Corporate||A&I form to complete||Who signs|
|Individual unit owners (individuals)||Private Individual||All individual unit owners|
|Individual unit owners (company)||Private Corporate||Director(s) and/or authorised signatory|
|Body corporate||Private Corporate||Authorised signatory(s)|
|Trusts||A&I form to complete||Who signs|
|Trustee (individuals)||Private Individual||All private individual trustees|
|Trustee (trustee company)||Private Corporate||Director(s) and/or authorised signatory|
|Charitable trust (not incorporated under s7 Charitable Trusts Act 1957)||Private Individual||All private individual trustees|
|Incorporated charitable trust||Private Corporate||Authorised signatory(s) in line with the trust’s governing statute|
|Large trustee company (e.g. Public Trust, Guardian Trust, Trustees Executors Limited)||Public Corporate||Authorised signatory|
The Authority and Identity Requirements for E-Dealing Guideline 2018 – LINZG20775 includes definitions of private corporate, public corporate and institutional chargeholder. If you are in doubt as to whether the entity you are dealing with is a private corporate or a public corporate, you should use the Private Corporate A&I form.
If the trustees of a trust include both private individuals and a trustee company , you’ll need authorisation from each trustee who is a registered owner, including the trustee company. As the confirmation statements in section 4 of the three different A&I forms are different, separate A&I forms must be used for an individual and a private corporate.
If a trustee ceases to act as trustee
Where land is held by the registered owners in a trust, and a trustee retires or a new trustee is appointed, any change in the legal ownership is usually dealt with by registering a transfer from all the existing registered owners to the new or continuing trustees.
Supporting A&I forms must be signed by all transferors and transferees, including an outgoing trustee. One A&I form can be used for a trustee who is both a transferor and transferee as long as it lists both roles.
If a person is removed as trustee and it is not possible to obtain an A&I form from them to complete the transfer of a title, a Court Order vesting the property in the remaining/new trustees will usually be required. If a Court Order is obtained, this must be lodged for registration with LINZ using the CO code. A Court Order vesting trust property cannot be used as evidence to support a transfer. A trust deed cannot generally be used as a deed of delegation for an outgoing trustee.
If a trustee dies, a transmission by survivorship to the surviving trustees should be used to remove that trustee from the title. Again, all of the surviving trustees must authorise the transmission and A&I forms will be required from them.
A trustee may appoint an attorney to exercise their powers as trustee under section 31 of the Trustee Act 1956 when they are outside of NZ or physically (but not mentally) incapacitated. By contrast, an attorney appointed under an enduring power of attorney in relation to property represents the donor in their personal capacity only and does not have powers to act in a trustee capacity. An enduring power of attorney therefore cannot be used to remove a trustee, even where that trustee has lost capacity.
A power of attorney for a company must be given by the company under s181 Companies Act 1993. It must not be given by the directors of the company personally.
In all cases:
- the power of attorney must be clear in terms of the powers conferred on the attorney and the attorney’s authority to act in regards to the specific transaction; and
- a certificate of non-revocation of power of attorney (dated the same date or later than the power of attorney) must be held with the A&I form.
More information about registration requirements for enduring powers of attorney and ordinary powers of attorney can be found here: Power of Attorney.
If an A&I form is signed by an attorney under a power of attorney (whether for a private individual or a corporate body), you must verify the identity of the attorney.
For non-publically listed companies, charitable trusts, incorporated societies, bodies corporate or any other entity which is a private corporate, you must verify the identity of the authorised signatories, the office they hold in the company/entity and their authority to sign on behalf of the company/entity in accordance with the Companies Act 1993 or other relevant governing statute and the corporate entity’s constitution. This applies even where two or more directors have signed on behalf of the company.
For publically listed companies, local authorities and government departments/agencies or any other entity which is a public corporate:
- If you initiated contact with the public corporate you can reasonably rely on the authenticity of the documents provided without the need for further verification of the signatory’s’ identity or authority to sign;
- If you did not initiate contact with the public corporate, you must independently contact the public corporate to verify the authenticity of the documents.
Public corporates can be expected to properly manage their delegations to officers / authorised signatories to authorise transactions on their behalf in accordance with their governing statutory requirements. For this reason, the authorised signatories’ identities do not need to be verified.