Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill

I move, That the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill be now read a first time. I nominate the Governance and Administration Committee to consider the bill.

This bill is shorter, if anything—if that were possible—than the six-clause effort by my namesake, colleague, and friend Chris Bishop in the bill that we have just finished considering. At some four clauses, it is small but perfectly formed.

New Zealand is one of the best nations, or jurisdictions even, within the world in which to operate a company or a limited partnership. We have a largely rational and comprehensive regime. That is important so that those who are operating those two particular types of legal entity can experience the certainty that they need to be able to conduct their affairs in accordance with the rules then that they set for themselves but within the broader legal framework, and, in particular, there should not be any loopholes or unintended anomalies within the system. There is currently one such anomaly. This was highlighted to me when I was practising as a lawyer, and it has more recently been brought to my attention as a member of Parliament as something that had arisen in relation to the affairs of another person or persons—legal persons, actually, rather than natural persons.

So it’s worth it, I think, if I just point out that the problem, not large, as it is, is nevertheless a problem, and I’ll do that just having explained for the benefit of anyone who is unclear that a company—a limited liability company, as they’re sometimes known—is a different type of legal entity from a limited partnership. It is more common in this country to form a company as opposed to a limited partnership. They are a closed book to many, but probably most familiar to lawyers and some others who of course operate such, whether they’re general partners or otherwise involved. But, nevertheless, they are different, but in some ways they are, I suppose, analogous and do share some characteristics in common.

So the problem that this bill, modest as it is, does seek to rectify is that whereas at the moment a company cannot have an identical or nearly identical name to another company under the Companies Act, a limited partnership about to be incorporated can’t have the same name as another limited partnership under the Limited Partnerships Act, and a limited partnership under the Limited Partnerships Act cannot have a name that is identical or nearly identical to an existing company, it is not currently the case that a company yet to be formed cannot have an identical or nearly identical name to a limited partnership under the Companies Act. So I’m sure I’ve made that very clear, but suffice to say that there is one category in which it’s possible to have crossover whereby someone wishing to set up a new company and seeking registration approval—the approval of the registrar of companies—can actually slip that past the keeper, so to speak, and accidentally or deliberately end up with a very similar name, a confusingly similar name, to that of an existing legal entity.

This would make it easier, whether deliberately or not, for passing off to take place. That’s a particular term of art—a tort; a civil wrong—whereby one person might trade, effectively, on the name of another. That’s not a good thing for our society, economy, and, of course, the players directly involved as well as consumers, for probably obvious reasons.

On this side of the House, and perhaps around the House, we do believe that the Government has a role to play in creating an environment in which businesses can operate. Businesses can do business according to the framework that Government sets. Of course, it’s a matter of political taste as to the extent to which businesses are able to get on with that work, or the extent of Government intervention, but I think we can all agree, at least at a minimum, that’s creating an environment in which businesses can do their business without unwarranted intrusion by anomalies or by players who might be acting in bad faith to set up themselves almost as though they were another.

So it is that with this idea, which is not a large one—almost technocratic in nature, but important none the less—I think that if my party were in Government and we had the opportunity through a Minister in the relevant area, one would probably just wrap it up as part of another area of reform, and that might be an opportunity. I mean, if the Government were to pick it up, for example, I would have no problem with that. But for now, as far as it goes, it’s a worthwhile thing, I believe. I hope that it will attract at least some support across the House such that it can go to select committee, and it might be at that point that there are other aspects of the Companies Act that could be amended. I would like to think that we could be generous about accepting such amendments, notwithstanding the scope of the bill being rather narrow. But that’s a story for another day, if, indeed, we should proceed beyond that.

So I’ll conclude my opening remarks and say that I look forward to the opportunity to hear others’ contributions on it. I’m grateful for this opportunity, having had the bill pulled from the ballot in the first instance.

Thank you, Madam Speaker. I appreciate the call, and I appreciate the opportunity to take a call on the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. I’d like to begin by acknowledging the previous speaker, Chris Penk, who I consider a friend of mine. I’d like to acknowledge everything that the member Chris Penk brings to this House in a wide range of areas, and, specifically, I’d like to acknowledge what the member has brought to this House. The member has a long and storied history as a lawyer, and there is a lot of respect for the member from this side of the House, including your dad jokes, as well.

As the sponsor of this bill mentioned, the bill is small, but the bill certainly is significant, and the member is absolutely right to highlight the anomaly that exists. On this side of the House, we are in agreement with the member around the anomaly, and so we certainly appreciate the member bringing this to the House. The difference between the company and partnership is a little-known but important difference, which is, obviously, highlighted in this bill.

I’d also like to just talk a little bit around what the bill does. After that, I’d like to also just highlight the aspect around what is in a name—why is a name important? First of all, the bill makes a technical, short, and non-controversial amendment to the Companies Act 1993 and the Limited Partnerships Act 2008 in relation to identical or nearly identical names across entity types. I’m sure that the member will be very pleased to hear that the Government will consider including this change as part of an omnibus bill—an omnibus regulatory systems bill—which will likely be introduced later this year. So this side of the House is making the commitment to give consideration to this for that piece of legislation because this side of the House, as I mentioned before, certainly acknowledges that there is an issue here that does need to be addressed.

What the bill does: it amends the Companies Act and Limited Partnerships Act and, basically, fixes the anomaly. As we’ve heard, the Companies Act 1993 does not prohibit the registration of a new company with a name that is identical or nearly identical to that of an existing limited partnership. By contrast, the Limited Partnership Act 2008 does prohibit the registration of a new limited partnership with a name that’s identical or nearly identical to that of an existing company. The bill amends a section of the Companies Act 1993 stating the basis on which the Registrar of Companies may approve the reservation of a new company name.

Now, as I mentioned, the Government will give serious consideration to including this in an omnibus regulatory systems bill, and one of the reasons that the Government will do that is because a regulatory systems bill provides a vehicle to maintain the effectiveness and efficiency of regulatory systems and reduce the chance of regulatory failure. So it certainly fits within that bill quite clearly. These sorts of bills address regulatory duplication, gaps, errors, and inconsistencies within and between different pieces of legislation and aim to remove unnecessary costs of compliance and doing business. This is generally preferable to occupying a disproportionate amount of the House’s time and select committees’ time passing a bill with small amendments—although, I do acknowledge, important amendments—that amend just under two lines. That’s the position from this side of the House. Regulatory systems bills are moved through the parliamentary process as omnibus bills, and can therefore make effective use of parliamentary time.

Now, just moving on to why it is important that we don’t have this duplication that we certainly see existing. If we just have a simple look at names, I’m sure many members in this House—I won’t ask for a show of hands—have googled their own name and seen what comes up. I have, and there is actually another Jamie Strange in the world, so there is a duplication.

💬 Simeon Brown: You are unique.

A female actress from California—I’m sure no one would have guessed that. Sorry, what was the member saying?

💬 Simeon Brown: You are unique.

I am unique. Well, thank you. Thank you, yes, I do try.

If I mention a name which will be well-known, Winston Churchill, obviously, I’m thinking of an American author—a historical fiction author. Others might be thinking of another Winston Churchill. The member highlights the aspect around where obvious confusions can come in, and this is just an example of names.

I might just mention a couple more quickly, before moving on to the business aspect of this. As a football fan, we think of Cristiano Ronaldo and also Ronaldo—the older Ronaldo—who is a very famous player. Many people have, unfortunately, had the challenge of being cloned on Facebook, where someone takes the name and uses the name. That’s just to highlight the issue—

💬 Simeon Brown: What’s in a name?

Yeah, exactly. Like the member opposite said: what’s in a name?

Now, in terms of a name of a person, well, look, that’s probably on the lighter level, but when you’re looking at a business there is absolutely a commercial aspect that if you start a business—not you, Madam Speaker, although you may. But if somebody starts a business, it takes a lot of work to start a business. We know that. Many, many people in this House have done that. Myself, I’ve employed seven or eight people at one point in time. It takes a lot of work to start a business, and it takes a lot of work to choose a name. If somebody else then comes along and picks the same name as you, there can often be quite serious commercial ramifications for your business.

Some of the business name clashes are particularly challenging if the two businesses are operating in the same industry. Let’s say, for example, one business is operating in the clothing industry and another is operating in the car industry—it’s generally not so bad. But, certainly, if two businesses are operating in the same industry, it can have a negative commercial aspect. Another clash can be if two businesses with the same name are operating in the same geographic market, so that’s another aspect. If you have the same industry and the same geographic market, well, that makes it very, very difficult.

💬 Hon Gerry Brownlee: Oh, that’s a catastrophe!

Absolutely—I can see the horror on the member’s face opposite if we had two businesses with the same name, in the same industry, and in the same geographic market. However—

💬 Hon Gerry Brownlee: The same town?

Well, quite possibly, and if it’s a small town, even more so. If it’s a small town, it becomes even more difficult. I think members can see where I’m going with this.

But the geographical aspect, though, is a bit more nuanced, as I’m sure the member opposite will also know as well, in terms of the internet, because we have a very globalised market at the moment, becoming even more globalised in terms of the internet. We certainly saw during the COVID lockdown that internet sales went up in quite a dramatic way. The other aspect is there’s also, obviously, consideration in terms of who registered the name first.

A lot of this can be avoided. In fact, all of this can be avoided. As the member mentioned, all these calamities can be avoided by this piece of legislation, so that’s why the Government is going to give due consideration to including it in an omnibus bill.

I’ve mentioned some general names, but, just to give an example—a real-world example—of what I’ve been highlighting about the business aspect, if I mention Mustang, people might think about a car, but there’s also Mustang Seeds, which a lot of people may not know.

💬 Ingrid Leary: “Mustang Sally”?

“Mustang Sally” is actually a song. I remember when I was in a band, the difficulty we went to in choosing a name that wasn’t already taken. It caused us many sleepless nights.

💬 Hon Gerry Brownlee: What did the member settle on?

We actually settled on a band named One Day Sunday, but then I actually broke away, and the band just became Jamie Strange. But look, I won’t take any more of the House’s time on my musical history.

Just to summarise—again, acknowledging the member—I appreciate the member bringing the bill to the House and appreciate the work he’s done on it. On the Government side of it, we certainly will give due consideration, and no doubt will be working with the member around that, for this legislation to potentially be included in the bill later in the year. Madam Speaker, thank you.

Tēnā koe, Madam Speaker. I rise on behalf of the Greens to make a very short call addressing the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. I want to acknowledge the two previous speakers, who have, I think, given a very fulsome explanation of not only what’s in the bill—what’s in a name—as well as identifying that both sides of the House are very much keen to address the issues that this bill addresses.

What this bill does, and I just reiterate it briefly, is amend the Companies Act to correct a legislative issue that allows for identical names of businesses to be registered in Aotearoa. This is a common-sense change, one that is very much identified by how brief this bill is, so the Greens will be supporting this bill at first reading.

The one thing that we just want to note is an issue that could potentially arise if someone registered a Māori-named company and gained exclusive rights to that name when they have no connection to it. We do hope that the select committee will address this issue and consider it. But, otherwise, we also hope that the discrete nature of this bill is addressed promptly, either by this member’s bill or the Government’s bill in omnibus form. Thank you.

Thank you, Madam Speaker. The Government opposes this bill, and I ask the Green member previous, Ricardo Menéndez March, why—why does the Green member support this bill in the House?

Look, I think we all need to take a step back and consider three questions about what limited partnerships are, and what they do, and who uses them. So this first question of what a limited partnership is. My colleagues, a limited partnership is a tax treatment. It’s not an entity in itself. The reason why we have limited partnerships is to make the New Zealand landscape of structures available to heavy-duty corporate structuring in this country similar to jurisdictions overseas which use limited partnerships. We do have an entity called limited companies that are look-through for tax purposes, which is, essentially, what a limited partnership is. It is also look-through for tax purposes. The reason why we use limited partnerships is to allow international investors to look at our entities and see what they’re used to overseas in jurisdictions like Hong Kong and the United States. This is heavy-duty corporate structuring that your average mum and dad would never use, because you need to register a limited partnership, a general partner company, and then any other investors who might want to line up to be investors in that limited partnership also need entities.

So I ask the Green Party, why do they stand on the side of big corporate investors? Why do they stand on the side of the kinds of investors who can afford heavy-duty corporate lawyers to create structures like this, which are extremely expensive to administer—you need specialist tax lawyers to do it, and specialist tax accountants like PricewaterhouseCoopers—when we have entities which do this in our system currently, like look-through companies? That’s what a limited partnership is.

There’s no issue here with naming because when a limited partnership requires a general partner in law, that general partner needs to have a name which is specifically identifiable—something like, say, “Company General Partner Ltd.” So you can tell what a limited partnership’s name is when you look up on the Companies Register what its general partner company is called, and there is, in fact, no confusion about what a limited partnership might be called when you can look for its general partner and its company name on the Companies Register.

So let’s dwell a little bit more on who uses these limited partnerships. Look, we have large corporate structures, investors who are corporate investors by their very nature who use these companies. They are rare. There are not thousands of limited partnerships creating some kind of confusion within their communities about having different names. This is a bill that addresses a very small problem for a very small subset of our business community who are at the very top of that business community, who, perhaps, might be called the 1 percent.

So for everyone watching tonight, there might be questions at home about why is this a priority for National in Opposition—why are we standing on the side of large corporate investors, and what else is going on in select committees which might be better using this time? Perhaps it might be things like addressing the housing crisis, which this very select committee which this bill would have been proposed to be heard by is actually using its time to do. That’s why the Government has opposed this bill, because it is a very small and minor change which only affects a very small number of people, and it uses up time in this House and in the machinations of Government to be able to address some of those serious problems.

The third question I want to dwell on just briefly is: whose problem does this legislation seek to solve? In a situation where there was confusion about a limited partnership’s name, that would only be in a situation where you had perhaps a number of limited partnerships that had a similar general partner within a company structure, and there was some kind of confusion about which entity you were dealing with. Those are a very small number of cases, where, usually, tax lawyers and tax accountants would be advising on those sorts of transactions, because other companies that need a look-through model for tax will be using different entities. So in the very small number of occasions, you’ve got to wonder, well, is there this problem with the documentation where names could be confused, and that’s just not what’s going on out there in the market. That’s not what business is experiencing now. It’s not a problem that business is experiencing and it’s not a problem that this House should solve, and that’s why we, as Government members, oppose it.

The nation is gripped after this bill, I think, Mr Penk. Did I sense dissent in the Labour ranks there—was this being supported or not supported? I’m not sure. But, you know, I’m going to help the nation tonight understand what this is about, and it’ll be as short as possible. OK, the bill makes a small technical change—

💬 Chris Penk: Yes.

—a small technical change—to ensure consistency around the ability to name companies and limited partnerships, and—to put you out of your misery, Chris—we will be supporting this bill because it is going to increase confidence in the New Zealand financial system. The financial markets, company structures, regulations, and the corporate forms you have to fill in online—it is going to clear up a legal anomaly and it is going to clear up any deception and any misleading conduct, and it is a gap in the law.

Now, for our colleagues across the way, let’s first of all define what business entities in New Zealand actually are. You might want to put this in the bill, Mr Penk, because there are different ways to structure your business, each with different legal and financial obligations. Most businesses in New Zealand are either sole traders, limited companies, cooperative companies, unlimited companies—which are very rare—or limited partnerships.

So what is a limited partnership? It is a form of partnership involving general partners, like a law firm—it is pretty simple—who are all liable for the debts and liabilities of the partnership in limited partners. So if the partners of PwC Tower don’t bring any buildings in because of their expensive rent down at the waterfront, they then have to foot the bill. They are also liable to the extent of the capital contribution to the partnership. In its name, the New Zealand Companies Office defines that “a limited partnership must include the words ‘Limited Partnership’, or … ‘LP’ or ‘L.P.’ at the end of the name.” Features of limited partnerships include separate legal personality; an indefinite lifespan, if desired; safe harbour activities, defined by the limited partnership, while they are not participating in the management of the limited partnership. There is also a tax treatment for the limited partnership, and this is administered by the New Zealand Companies Office, so it’s a real thing.

What is a limited company? A limited company has full responsibility for all its legal and financial obligations. It’s the liability of the shareholders that is limited. Shareholders are only liable for the money owing on their shares and personal guarantees they have given to lenders and creditors, such as banks or suppliers, and, again, it is registered under the Companies Act.

“So what’s the problem?”, the nation asks tonight.

💬 Dr Duncan Webb: That’s a good question.

Yeah. The Companies Act does not prevent the registration of a new company with a name that is identical or nearly identical of that of an existing limited partnership—and that is correct. By contrast, the Limited Partnerships Act does prohibit the registration of the new limited partnership with a name that is identical or nearly identical to that of an existing company. So the member’s bill does rectify this anomaly between the Companies Act 1993 and the Limited Partnerships Act 2008 in relation to identical or nearly identical names across different entity types. So it is a simple, straightforward change correcting a minor anomaly in the legislation, but its impact will clean up an issue and will guarantee that there is no need to take a trip to the court. So it is a very simple thing, there’s nothing sinister in it, and ACT supports the bill at its first reading.

Thank you, Madam Speaker.

💬 Hon Gerry Brownlee: This could go over our heads.

Mr Brownlee, it would be funny if it wasn’t so ridiculous that we’ve got this bill before the House. I mean, I did do some research. I went on the Companies Register and checked on company names. So we’ve got, for example, Smith, Smith, and Smith Ltd; Smith and Smith Ltd; Smith and Smith Homes; Smith and Smith Investment; Smith and Smith Property; Smith and Smith Enterprises; Smith and Smith Property and Enterprises; Smith Ltd; Smith and Smith and Sons; Smith Industries; Smith—so the whole idea of identical names is just, you know, the idea that you’re protecting something, when you’ve got that many Smith and Smiths out there.

But you might think I’m cheating by picking Smith. We’ve also got—and I didn’t know he was quite the magnate—Penko Properties, Penko Holdings, Penky Properties, Penky Management, and Penky Holdings. So, you know, if that’s not an identical name, what is—what is? So we have this bill, which is trying to put its finger on a problem that really just doesn’t exist. So in the end we’re not supporting this bill, because we’re going to waste as little of Parliament’s time with this kind of trivia as possible. It’s really quite upsetting to me that a man of Mr Penk’s intellect—apparently—troubles himself with such tripe.

So the fact of the matter is that if I, as a limited partnership, set myself up as Penko Partnership, then there is a plethora of law to deal with that. If I use a brand, we’ve got a trade marks law. If I’m using a particular design, we’ve got the law of copyrights. The entire tort of passing off is centred around me having the get-up, the name, the branding, and passing myself off as some other business and getting their goodwill when, in fact, I’m not entitled to it, and, of course, overlaying all of that, we’ve got the Fair Trading Act, which says that it’s a breach to engage in misleading or deceptive conduct or conduct that might mislead or deceive. So in any situation where we have names which cause confusion, you can pick already from a menu of remedies, depending on what the breach is and what the best forum to go to is.

The other thing, of course, to note is that Mr Penk has picked the most obscure of business vehicles: the limited partnership. What about charitable trusts? What about incorporated societies? What about the friendly societies or the industrial and provident societies, or even just partnerships—full stop?

Now, we all know that law firms, for example, often set up partnerships, and, in fact, there are a number of cases. I think it’s “Newburgh v Newburgh and Newburgh”, or something like that—the two Auckland law firms who went toe to toe on a passing off case as to who could use the appropriate last name. They fought it out, and there was a result.

So this is an utter waste of time. To think of all of the problems in the world, the big mountain that Chris Penk chose to climb was identical names of limited partnerships.

Now, I don’t know who handed him this dead duck, but I’ll tell you what, it wasn’t a friend. We know what the National Party’s like. Someone thought, “There you go, Mr Penk’s going past.”, and said, “Put that one in the ballot, Mr Penk. You’ll go a long way with that. Your career will go to dizzy heights of the back of the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill.”

Now, Mr Bishop’s bill didn’t set the world on fire, but it made a meaningful change and it will affect real people’s lives in terms of legal services, and the bill before that on leave for miscarriages, that really touched. But this? The best we can do is say that multinational companies have to be careful what names they use, and we want to add another remedy to the four or five that already exist in our absolutely comprehensive law. Mr Penk, I’ve written in your report: “Can do better.”

I rise today in the House to take a call on the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. The bill amends “the Companies Act 1993 and the Limited Partnerships Act 2008 in relation to identical or nearly identical names across entity types. The Companies Act 1993 does not prohibit the registration of a new company with a name that is identical or nearly identical to that of an existing limited partnership. By contrast, the Limited Partnerships Act 2008 does prohibit the registration of a new limited partnership with a name that is identical or nearly identical to that of an existing company.” The bill amends a “section of the Companies Act 1993 stating the basis on which the Registrar of Companies may approve the reservation of a new company name.”

Now, just a few minutes before, my colleague Jamie Strange was talking about the same topic, and I just wanted to give a few examples about what’s in the name, as the member Simeon Brown on the other side was saying. Well, talking about names, Hamilton East and Hamilton West are two electorates where the names are very similar, yet we go on with our business without too much trouble, and I’m sure Jamie Strange would agree with that. In addition to that, I’ve got a first name and a last name which is very common, and if you search for it, the first three people are actually not myself. But, as Dr Duncan Webb was saying, minor adjustments to the name can help you get past this problem. I use the term “Dr” in front of it, and that just means that it’s easier to find my name compared to the other three people, three of whom were actually in the news for all the wrong reasons. Yeah, so it’s not that hard to bypass this.

Another example I wanted to give was, recently, the National Party’s cannabis referendum bill, which was actually just “Bill (No 2)”. So, you know, it sort of goes to show that there is a lack of creativity on that side, when they’re numbering their bills just “Bill (No 2)”, copying the No. 1 bill, the Misuse of Drugs (Medicinal Cannabis) Amendment Bill, which was proposed by the Green Party, and then talking about bringing in this bill, which prevents people from using identical names. So maybe, you know, charity should start at home.

But, anyway, the only substantive provision of this bill is an amendment to the section of the Companies Act 1993 stating the basis on which the Registrar of Companies may approve the reservation of a new company name. The section as amended will refer to the names of limited partnerships and overseas limited partnerships registered under the Limited Partnerships Act 2008. The problem here is that it’s a very minor change. It might affect businesses, but it is a very minor change, and the Government is considering including this change as part of an omnibus regulatory systems amendment bill which will be introduced later this year.

Now, the regulatory system bills (RSBs) provide “a vehicle to maintain the effectiveness and efficiency of regulatory systems and to reduce the chance of regulatory failure … The bills address regulatory duplication, gaps, errors, and inconsistencies within and between different pieces of legislation and aim to remove unnecessary costs of compliance and doing business … The [RSBs] are moved through the parliamentary process”—as we all know—“as omnibus bills and can therefore make effective use of parliamentary time.” This is generally preferable to occupying a disproportionate time of the House, going through the select committee stage, and passing a very small amendment, as proposed by the Opposition.

So, in summary, it is a small change. It might make a bit of difference, but, as Hamilton East and Hamilton West would agree, there are other ways of doing business without worrying too much about what side of Hamilton you’re on or which one of the Gaurav Sharmas you’re talking to, or even which one of the cannabis referendum bills, “Bill (No 1)” or “Bill (No 2)”. In summary, I oppose this bill and I look forward to the Government bringing through a regulatory systems bill later on in the year. Thank you.

Thank you, Madam Speaker, for the opportunity to take a short call on the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. I just want to acknowledge my colleague Chris Penk for bringing such an important piece of legislation to the House, which does make an important difference. You hear members on the other side talking about how little this bill is and how small a change, and saying that it makes a small difference for businesses. These guys are the guys who just deride anything which is to do with business and the important role that business has in society, creating jobs and growing our economy. This is an important part to ensure that the regulations and the legislation which sets up our businesses is efficient, works, and does protect the names of these businesses in this important piece.

I’m not quite sure exactly what the Government’s position is on this. Some of their MPs have said, “Lovely idea”, “Great idea”, “Well, we’ll put it into our regulatory systems bill”, and other MPs have said, “Terrible idea”, “What a terrible thing to do”, “Why on earth would we do such a terrible thing?”, so I do implore you, Madam Speaker, whether a personal vote is required on this piece of legislation, because the Government benches do seem to be quite divided.

But look, this is an important piece of legislation. I’m very pleased that my colleague has had it pulled, and I look forward to it being supported by a majority of members of Parliament very soon. Thank you.

I rise to speak against the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. I speak against it because I’ve just heard you talk about efficiency and working hard for business and getting on with the job, and all I can see over there is wasting time. I can kick this bill to touch with these people here on the other side of the House, and we’ll do the business as it should be done.

This aims to amend section 22(2)(b) of the Companies Act by expanding the scope of the identical names publication of companies to limited partnerships, including those that are registered under section 108 of the Limited Partnerships Act 2008. This amendment to the Companies Act is something we will give consideration to in a very quick strike of the pen as part of the omnibus regulatory systems bill to be introduced later in the year.

But I just want to make a few observations. Well, what I did was a little bit of homework, and—

💬 Hon Member: Really? What were you drinking?

Well, I can tell you I’d need a few Beroccas, again, to get through this one. But let me tell you, this is not the first time the Opposition has touched on this section of the Companies Act, because way back in 2013, during your last time in Government, you passed an amendment to this Act which included the removal of any mention to the Companies Act 1955. But at the time, it did not include any mention of the Limited Partnerships Act, and because of this inconsistency back in 2013, we’re here again. Who says we’re efficient? Who says—

💬 Matt Doocey: Oh, that’s the laziest argument I’ve ever heard—eight years ago.

Yes, eight years ago. Eight years ago, you had the opportunity to absolutely do something on this, but you didn’t, and so we’re back here. You failed to seize the opportunity to make this amendment during the passing of a previous amendment, disproving the notion of the Opposition being the party of efficiency and cutting red tape. Instead, you just add more and more time. Well, I’m going to do you a favour. I’m going to do one thing that will make sure that what this—

💬 Simeon Brown: Why don’t you stop talking?

You had your member’s bill pulled from the ballot, and what an opportunity. What an opportunity to rise to an incredible opportunity that not everybody will get in their three years, and, instead, you’ve put this bill through.

💬 DEPUTY SPEAKER: I didn’t, actually.

But I’m going to give you—

💬 DEPUTY SPEAKER: Order! When you say the word “you” in the first person, you’re talking to me.

Apologies, Mr Speaker. Mr Penk, you got this opportunity, but what I’m going to do in opposition to this bill is that we’re going to make sure that tomorrow, someone else who’s got a member’s bill in the ballot gets the opportunity to go forward and have a go, and that’s what’s going to be good about this. That’s why I’m going to make absolutely sure that I vote against this bill in the House, and when I do, maybe—maybe, maybe—you might just think—

💬 Simeon Brown: Maybe what, sorry?

Maybe, Mr Penk, you may think that it’s a better opportunity to go now and draft up another member’s bill. Yes, I’m busily doing mine too, but this gives you an opportunity to maybe get something out that’s going to actually give you some good credit in the House.

In the meantime, we will just pick the pen off, make sure that we put this through in the omnibus bill and give it a good shot, and good luck to the members tomorrow. I say good luck to all the members tomorrow who might get the opportunity to have your member’s bill lifted out. There’s a good chance of that while we kick this one to touch.

Tēnā koe, Mr Speaker. The Opposition have asked what our position on this bill is, and I can say very clearly that I would like to support this bill for a couple of reasons and I won’t be supporting it for a reason. I’ll tell you why.

First, I’d like to support it because I have a great deal of respect for the member in whose name this bill is. Chris Penk is a member who conducts himself with dignity, who enables business to take place in a dignified way. As we’ve seen in the debate tonight, you know, when I see bills that are pulled in his name or when I hear arguments in the name of Chris Penk, I know that I’m dealing with someone who’s collegial, intelligent, and respectful, and so it makes me look at the bill seriously and say, “Does this have merit?” The reason that is relevant is because it is very difficult sometimes in this House to take some members’ bills seriously because of the type of behaviour that I personally see as a member. So for that reason alone, it would be great to be able to support the member’s bill.

The reason that I would also like to support it is because it does make sense. There is a place for this bill and, as has been said by other speakers, that will happen in the omnibus legislation. But, as has been so passionately argued by Anna Lorck, the previous speaker on this side of the House, this bill really is using up a lot of House time, and it would be such a shame to be able to take the floor and speak to something so small without referencing what is the opportunity cost here that we’re missing.

We’ve got some serious work to do in this House. We have a mandate for transformational change. There are huge expectations on us. We need to be looking at wellbeing, and an area that I’m really passionate about is how we can measure wellbeing outcomes as we look at issues like housing, as we look at reforming our health system, as we look at rebuilding better after COVID, and as we look at outcomes for Māori and Pasifika—and it’s such a wasted opportunity to be even speaking on this bill, let alone considering putting it through a select committee process when there are so many issues that require our attention.

Just yesterday, I went and watched colleagues across the House receive a petition from—

💬 DEPUTY SPEAKER: The member should come to the bill. This is not giving a commentary on what might happen in the future or what happened yesterday. It’s about the bill. You need to speak to the bill.

Sorry, Mr Speaker. I guess the point is, if I refer to what the member in whose name the bill was drawn said, he said that the bill was about “creating an environment where business can do so without anomaly … and without intrusion”. Therefore, I reference my comments around the fact there has been considerable intrusion in the affairs of this House trying to do its business, because we have not been able to do so because of some of the behaviours.

But I turn my attention to the bill, and it really is a very small, very technical piece of legislation. If we were not wasting so much time speaking about it and if we did not have more pressing matters to get on with, I would like to support the bill, as I said, simply because I have a great deal of respect for the member in whose name it’s drawn. However, there is going to be an omnibus regulatory systems bill which will be introduced later this year. That has been referenced by my colleagues. The National Party had nine years in Government to actually correct this anomaly, so it seems rather strange that they would now be wanting to turn their attention to this what I would say is minutia, when there are much more pressing matters at hand.

So, for these reasons, I’d really like to just say I’m really sorry to the member. I have a great deal of respect. Please continue in the way that you have. Despite the behaviours that are sometimes around us in the House, we will always consider your comments and your bills seriously. In the meantime, we won’t be supporting this bill through to the select committee, but, certainly, we are happy to wrap it up in that omnibus legislation. So, therefore, I will oppose this bill.

Chris Penk—five minutes in response.

Thank you very much, Mr Speaker, but I don’t think I need to take five minutes of the House’s time. Far be it from me to waste the House’s time. That is, after all, the Government’s job, as we’ve heard tonight—believing it to be a good idea but not appropriate for the member to waste the House’s time, but they might pick it up and do that themselves later.

There have been some pretty generous comments, and I am grateful for them. They’re less generous in terms of actual support, which is, of course, what counts, but never mind. The only thing worse than identical names is identical speeches, so I will make a couple of different remarks. Of course, the only thing worse than identical speeches is identical phrases within the speeches, and I know I’ve just done that, but that was out of a sense of irony. You’ll indulge me, I think, at this late hour—the dying days of the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill. I’ll take a moment to reflect on that.

Confusingly similar names are a problem, actually. We have a Labour Party in New Zealand, there’s a Labour Party in the UK, and there’s a Labor Party in Australia. The only saving grace for the Australian version is it’s at least spelt differently. I’d be inclined to say they’re all as bad as each other, but then I heard Duncan Webb’s speech and I believe that the New Zealand version may be the worst of the lot.

I set out at the start what I thought was a reasonably rational rationale—can I say that? Too late, I have. Anyway, I’ve set out what I thought was a reasonable basis for the law. I didn’t claim it was anything particularly large—indeed, it’s not—and no one here would make the mistake of thinking that. Even the most generous supporters of the bill wouldn’t claim that it’s going to save every problem in the world. But I will just say, at the risk of being ever so slightly defensive, that it was interesting to hear Dr Duncan Webb rebuke me for almost wasting the time of the House when I remember that he spoke at some length on no lesser subject that the Ombudsmen (Protection of Name) Amendment Bill, and that was produced with the resources of the whole Government in the last term, I believe. Actually, maybe it was a member’s bill. In any case, it came from that side of the House.

💬 Hon Member: It was Andrew Little’s bill.

In fact, it was Andrew Little’s bill, wasn’t it? It was the Minister of Justice, no less, who thought that that was an appropriate subject for the House’s time, and argued that there was a major problem to be solved, a big walnut to be cracked with that sledgehammer.

So, anyway, I think we’ve got to the end of the road by the sound of it, but I do thank those who have taken the trouble to support it in good faith, and even those who did not, for—I’ll take them at their word—taking it seriously, as far as it went. There we have it, I think. For what it’s worth, I do commend the bill to the House.