1 Short Title and commencement

2 Interpretation

3 Public notice

4 Meaning of solvency test

5 Meaning of holding company and subsidiary

6 Extended meaning of subsidiary

7 Control defined

8 Certain matters to be disregarded

9 Act binds the Crown

10 Essential requirements

11 Right to apply for registration

12 Application for registration

13 Registration

14 Certificate of incorporation

15 Separate legal personality

16 Capacity and powers

17 Validity of actions

18 Dealings between company and other persons

19 No constructive notice

20 Name to be reserved

21 Name of company if liability of shareholders limited

22 Application for reservation of name

23 Change of name

24 Direction to change name

25 Use of company name

26 No requirement for company to have constitution

27 Effect of Act on company having constitution

28 Effect of Act on company not having constitution

29 Form of constitution

30 Contents of constitution

31 Effect of constitution

32 Adoption, alteration, and revocation of constitution

33 New form of constitution

34 Court may alter constitution

35 Legal nature of shares

36 Rights and powers attaching to shares

37 Types of shares

38 No nominal value

39 Transferability of shares

40 Contracts for issue of shares

41 Issue of shares on registration and amalgamation

42 Issue of other shares

43 Notice of share issue

44 Shareholder approval for issue of shares

45 Pre-emptive rights

46 Consideration for issue of shares

46A Consideration for issue of shares on registration

47 Consideration to be decided by board

48 Exceptions to section 47

49 Consideration in relation to issue of options and convertible securities

50 Consent to issue of shares

51 Time of issue of shares

52 Board may authorise distributions

53 Dividends

54 Shares in lieu of dividends

55 Shareholder discounts

56 Recovery of distributions

57 Reduction of shareholder liability a distribution

58 Company may acquire its own shares

59 Acquisition of company's own shares

60 Board may make offer to acquire shares

61 Special offers to acquire shares

62 Disclosure document

63 Stock exchange acquisitions subject to prior notice to shareholders

64 Disclosure document

65 Stock exchange acquisitions not subject to prior notice to shareholders

66 Cancellation of shares repurchased

67 Enforceability of contract to repurchase shares

67A Company may hold its own shares

67B Rights and obligations of shares company holds in itself suspended

67C Reissue of shares company holds in itself

68 Meaning of redeemable

69 Redemption at option of company

70 Company must satisfy solvency test

71 Special redemption of shares

72 Disclosure document

73 Cancellation of shares redeemed

74 Redemption at option of shareholder

75 Redemption on fixed date

76 Financial assistance

77 Company must satisfy solvency test

78 Special financial assistance

79 Disclosure document

80 Financial assistance not exceeding 5 percent of shareholders' funds

81 Enforceability of transactions

82 Subsidiary may not hold shares in holding company

83 Statement of rights to be given to shareholders

84 Transfer of shares

85 Transfer of shares under approved system

86 Transfer of shares by operation of law

87 Company to maintain share register

88 Place of share register

89 Share register as evidence of legal title

90 Directors' duty to supervise share register

91 Power of Court to rectify share register

92 Trusts not to be entered on register

93 Personal representative may be registered

94 Assignee of bankrupt may be registered

95 Share certificates

96 Meaning of shareholder

97 Liability of shareholders

98 Liability of former shareholders

99 Additional provisions relating to liability of shareholders and former shareholders

100 Liability for calls

101 Shareholders not required to acquire shares by alteration to constitution

102 Liability of personal representative

103 Liability of an assignee

104 Exercise of powers reserved to shareholders

105 Exercise of powers by ordinary resolution

106 Powers exercised by special resolution

107 Unanimous assent to certain types of action

108 Company to satisfy solvency test

109 Management review by shareholders

110 Shareholder may require company to purchase shares

111 Notice requiring purchase

112 Purchase by company

113 Purchase of shares by third party

114 Court may grant exemption

115 Court may grant exemption if company insolvent

116 Meaning of classes and interest groups

117 Alteration of shareholder rights

118 Shareholder may require company to purchase shares

119 Actions not invalid

120 Annual meeting of shareholders

121 Special meetings of shareholders

122 Resolution in lieu of meeting

123 Court may call meeting of shareholders

124 Proceedings at meetings

125 Shareholders entitled to receive distributions, attend meetings, and exercise rights

126 Meaning of director

127 Meaning of board

128 Management of company

129 Major transactions

130 Delegation of powers

131 Duty of directors to act in good faith and in best interests of company

132 Exercise of powers in relation to employees

133 Powers to be exercised for proper purpose

134 Directors to comply with Act and constitution

135 Reckless trading

136 Duty in relation to obligations

137 Director's duty of care

138 Use of information and advice

139 Meaning of interested

140 Disclosure of interest

141 Avoidance of transactions

142 Effect on third parties

143 Application of sections 140 and 141 in certain cases

144 Interested director may vote

145 Use of company information

146 Meaning of relevant interest

147 Relevant interests to be disregarded in certain cases

148 Disclosure of share dealing by directors

149 Restrictions on share dealing by directors

150 Number of directors

151 Qualifications of directors

152 Director's consent required

153 Appointment of first and subsequent directors

154 Court may appoint directors

155 Appointment of directors to be voted on individually

156 Removal of directors

157 Director ceasing to hold office

158 Validity of director's acts

159 Notice of change of directors

160 Proceedings of board

161 Remuneration and other benefits

162 Indemnity and insurance

163 Interpretation

164 Injunctions

165 Derivative actions

166 Costs of derivative action to be met by company

167 Powers of Court where leave granted

168 Compromise, settlement, or withdrawal of derivative action

169 Personal actions by shareholders against directors

170 Actions by shareholders to require directors to act

171 Personal actions by shareholders against company

172 Actions by shareholders to require company to act

173 Representative actions

174 Prejudiced shareholders

175 Certain conduct deemed prejudicial

176 Alteration to constitution

177 Ratification of certain actions of directors

178 Information for shareholders

179 Investigation of records

180 Method of contracting

181 Attorneys

182 Pre-incorporation contracts may be ratified

183 Warranties implied in pre-incorporation contracts

184 Failure to ratify

185 Breach of pre-incorporation contract

185A Jurisdiction of District Courts

186 Registered office

187 Change of registered office

188 Requirement to change registered office

189 Company records

190 Form of records

191 Inspection of records by directors

192 Address for service

193 Change of address for service

193A Rectification or correction of address for service

194 Accounting records to be kept

195 Place accounting records to be kept

196 Appointment of auditors

196A Auditor is not required to audit financial statements of non-active company

197 Auditors' fees and expenses

198 Appointment of partnership

199 Qualifications of auditors

200 Automatic reappointment

201 Appointment of first auditor

202 Replacement of auditor

203 Auditor not seeking reappointment or resigning

204 Auditor to avoid conflict of interest

205 Auditor's report

206 Access to information

207 Auditor's attendance at shareholders' meeting

208 Obligation to prepare annual report

209 Obligation to make annual report available to shareholders

209A Board must send copy of annual report or concise annual report on request

209B Annual report and concise annual report made available by electronic means

210 Information for shareholders who elect not to receive annual report [Repealed]

211 Contents of annual report

211A Obligations to prepare and make available annual reports or financial statements do not apply to nonactive companies

212 Shareholders may elect not to receive documents

213 Failure to disclose

214 Annual return

214A Registrar may alter New Zealand register

215 Public inspection of company records

216 Inspection of company records by shareholders

217 Manner of inspection

218 Copies of documents

219 Amalgamations

220 Amalgamation proposal

221 Approval of amalgamation proposal

222 Short form amalgamation

223 Registration of amalgamation proposal

224 Certificate of amalgamation

225 Effect of certificate of amalgamation

225A Registers

226 Powers of Court in other cases

227 Interpretation

228 Compromise proposal

229 Notice of proposed compromise

230 Effect of compromise

231 Variation of compromise

232 Powers of Court

233 Effect of compromise in liquidation of company

234 Costs of compromise

235 Interpretation

236 Approval of arrangements, amalgamations, and compromises

237 Court may make additional orders

238 Parts 13 and 14 not affected

239 Application of section 233

239A Objects of this Part [Not in force]

239B Interpretation of some key terms [Not in force]

239C Interpretation of other terms [Not in force]

239D When administration begins [Not in force]

239E When administration ends [Not in force]

239F Who may be appointed administrator [Not in force]

239G Administrator must consent in writing [Not in force]

239H Who may appoint administrator [Not in force]

239I Appointment by company [Not in force]

239J Appointment by liquidator or interim liquidator [Not in force]

239K Appointment by secured creditor [Not in force]

239L Appointment by Court [Not in force]

239M Appointment must not be revoked [Not in force]

239N Appointment of 2 or more administrators [Not in force]

239O Remuneration of administrator [Not in force]

239P When office of administrator is vacant

239Q Administrator may resign [Not in force]

239R Removal of administrator [Not in force]

239S Appointor may appoint new administrator to fill vacancy [Not in force]

239T Creditors must consider appointment of replacement administrator [Not in force]

239U Outline of administrator's role [Not in force]

239V Administrator's powers [Not in force]

239W Administrator is company's agent [Not in force]

239X Effect on directors [Not in force]

239Y Effect on employees [Not in force]

239Z Effect on dealing with company property [Not in force]

239AA Company officer's liability for compensation for void transaction or dealing [Not in force]

239AB Effect on transfer of shares [Not in force]

239AC Effect on liquidation [Not in force]

239AD Effect on receivership [Not in force]

239AE Administrator must investigate company's affairs and consider possible courses of action [Not in force]

239AF Directors' statement of company's position [Not in force]

239AG Administrator's right to documents, etc [Not in force]

239AH Administrator may lodge report with Registrar [Not in force]

239AI Administrator must report misconduct [Not in force]

239AJ Administrator must call creditors' meetings [Not in force]

239AK Conduct of creditors' meetings [Not in force]

239AL Joint meetings of creditors of related companies in administration [Not in force]

239AM Power of Court where outcome of voting at creditors' meeting determined by related entity [Not in force]

239AN Administrator must call first creditors' meeting [Not in force]

239AO Notice of first and subsequent creditors' meetings [Not in force]

239AP Administrator must table interests statement [Not in force]

239AQ Functions of creditors' committee [Not in force]

239AR Membership of creditors' committee [Not in force]

239AS What watershed meeting is [Not in force]

239AT Administrator must convene watershed meeting [Not in force]

239AU Notice of watershed meeting [Not in force]

239AV When watershed meeting must be held [Not in force]

239AW Directors must attend watershed meeting [Not in force]

239AX Disclosure of voting arrangements [Not in force]

239AY Court may order that pooled property owners are separate class [Not in force]

239AZ Adjournment of watershed meeting [Not in force]

239ABA What creditors may decide at watershed meeting [Not in force]

239ABB What happens if proposed deed not fully approved at watershed meeting [Not in force]

239ABC Charge unenforceable [Not in force]

239ABD Owner or lessor must not recover property used by company [Not in force]

239ABE Proceeding must not be begun or continued [Not in force]

239ABF Administrator not liable in damages for refusing consent [Not in force]

239ABG Enforcement process halted [Not in force]

239ABH Duties of court officer in relation to company's property [Not in force]

239ABI Lis pendens taken to exist [Not in force]

239ABJ Administration not to trigger enforcement of guarantee of liability of director or relative [Not in force]

239ABK Meaning of terms used in this subpart [Not in force]

239ABL If secured creditor acts before or during decision period [Not in force]

239ABM If enforcement of charges begins before administration [Not in force]

239ABN Charge over perishable property [Not in force]

239ABO Court may limit powers of secured creditor, etc, in relation to property subject to charge [Not in force]

239ABP Giving notice under security agreement [Not in force]

239ABQ If recovery of property begins before administration [Not in force]

239ABR Recovering perishable property [Not in force]

239ABS Court may limit powers of receiver, etc, in relation to property used by company [Not in force]

239ABT Giving notice under agreement about property [Not in force]

239ABU When liquidator may be appointed to company in administration [Not in force]

239ABV Court may adjourn application for liquidation [Not in force]

239ABW Court must not appoint interim liquidator if administration in creditors' interests [Not in force]

239ABX Effect of appointment of liquidator [Not in force]

239ABY Former administrator is default liquidator [Not in force]

239ABZ Person in control of company must lodge revised report with Registrar [Not in force]

239ACA Act of administrator in good faith must not be set aside in liquidation [Not in force]

239ACB Voidable transactions [Not in force]

239ACC Who is deed administrator [Not in force]

239ACD Who may be appointed deed administrator [Not in force]

239ACE Deed administrator must consent in writing [Not in force]

239ACF Appointment of deed administrator must not be revoked [Not in force]

239ACG Appointment of 2 or more deed administrators [Not in force]

239ACH When office of deed administrator vacant [Not in force]

239ACI Deed administrator may resign [Not in force]

239ACJ Removal of deed administrator [Not in force]

239ACK Remuneration of deed administrator [Not in force]

239ACL Deed administrator may sell shares in company [Not in force]

239ACM When this subpart applies [Not in force]

239ACN Preparation and contents of deed [Not in force]

239ACO Execution of deed [Not in force]

239ACP Procedure if deed not fully approved at watershed meeting [Not in force]

239ACQ Creditor must not act inconsistently with deed, etc, before execution [Not in force]

239ACR Company's failure to execute deed [Not in force]

239ACS Who is bound by deed [Not in force]

239ACT Extent to which deed binds creditors [Not in force]

239ACU Person bound by deed must not take steps to liquidate, etc [Not in force]

239ACV Court may restrain creditors and others from enforcing charge or recovering property [Not in force]

239ACW Effect of deed on company's debts [Not in force]

239ACX Court may rule on validity of deed [Not in force]

239ACY Administrator includes deed administrator [Not in force]

239ACZ Administrator must file accounts [Not in force]

239ADA Creditors may vary deed [Not in force]

239ADB Court may cancel creditors' variation [Not in force]

239ADC Termination of deed [Not in force]

239ADD Termination by Court [Not in force]

239ADE Termination by creditors [Not in force]

239ADF Creditors' meeting to consider proposed variation or termination of deed [Not in force]

239ADG Administrator not liable for company's debts except as provided in this subpart and in section 239Y [Not in force]

239ADH Administrator liable for general debts [Not in force]

239ADI Administrator's liability for rent [Not in force]

239ADJ Administrator not liable for rental if non-use notice in force [Not in force]

239ADK Court may exempt administrator from liability for rent [Not in force]

239ADL Administrator's indemnity [Not in force]

239ADM Administrator's right of indemnity has priority over other debts [Not in force]

239ADN Lien to secure indemnity [Not in force]

239ADO Court's general power [Not in force]

239ADP Orders to protect creditors during administration [Not in force]

239ADQ Court may rule on validity of administrator's appointment [Not in force]

239ADR Administrator may seek directions [Not in force]

239ADS Court may supervise administrator or deed administrator [Not in force]

239ADT Court may order administrator or deed administrator to remedy default [Not in force]

239ADU Court's power when office of administrator or deed administrator vacant, etc [Not in force]

239ADV Prohibition order [Not in force]

239ADW Administrator must give notice of appointment [Not in force]

239ADX Secured creditor who appoints administrator must give notice to company [Not in force]

239ADY Deed administrator must give notice of execution of deed of company arrangement [Not in force]

239ADZ Deed administrator must give notice of failure to execute deed of company arrangement [Not in force]

239AEA Deed administrator must give notice of termination by creditors of deed of company arrangement [Not in force]

239AEB Company must disclose fact of administration [Not in force]

239AEC Notice of change of name [Not in force]

239AED Effect of contravention of this subpart [Not in force]

239AEE Effect of things done during administration of company [Not in force]

239AEF Interruption of time for doing act [Not in force]

239AEG Mutual credit and set-off [Not in force]

239AEH Application of set-off under netting agreement [Not in force]

239AEI Calculation of netted balance [Not in force]

239AEJ Mutuality required for transactions under bilateral netting agreements [Not in force]

239AEK When mutuality required for transactions under recognised multilateral netting agreements [Not in force]

239AEL Application of set-off under section 239AEG to transactions subject to netting agreements [Not in force]

239AEM Transactions under netting agreement and effect on certain sections [Not in force]

239AEN Rights under netting agreement not affected by commencement of administration [Not in force]

239AEO Effect of declaration of person as recognised clearing house under section 310K [Not in force]

239AEP Transactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K [Not in force]

239AEQ Interpretation of terms for purposes of this subpart [Not in force]

239AER Court may order single administration for related companies in administration [Not in force]

239AES Notice that application filed must be given to administrators and creditors [Not in force]

239AET Guidelines for single administration order [Not in force]

239AEU Court may order that related company in administration be added to existing pool [Not in force]

239AEV Creditors' meetings in single administration of pool companies [Not in force]

239AEW Pool companies may execute single deed of company administration [Not in force]

240 Interpretation

241 Commencement of liquidation

241AA Restriction on appointment of liquidator by shareholders or board after application filed for Court appointment [Not in force]

241A Commencement of liquidation to be recorded

242 Liquidators to act jointly unless otherwise stated

243 Liquidator to summon meeting of creditors

244 Liquidator to summon meeting of creditors in other cases

245 Liquidator may dispense with meetings of creditors

245A Power of Court where outcome of voting at meeting of creditors determined by related entity [Not in force]

246 Interim liquidator

247 Power to stay or restrain certain proceedings against company

248 Effect of commencement of liquidation

249 Completion of liquidation

250 Court may terminate liquidation

251 Restriction on rights of creditors to complete execution, distraint, or attachment

252 Duties of officer in execution process

253 Principal duty of liquidator

254 Liquidator not required to act in certain cases

255 Other duties of liquidator

256 Duties in relation to accounts

257 Duties in relation to final report and accounts

258 Duty to have regard to views of creditors and shareholders

258A Duty to notify suspected offences

259 Documents to state company in liquidation

260 Powers of liquidator

260A Liquidator may assign right to sue under this Act [Not in force]

261 Power to obtain documents and information

262 Documents in possession of receiver

263 Restriction on enforcement of lien over documents

264 Delivery of document creating charge over property

265 Examination by liquidator

266 Powers of Court

267 Self-incrimination

268 Power of liquidator to enforce liability of shareholders and former shareholders

269 Power to disclaim onerous property

270 Liquidator may be required to elect whether to disclaim onerous property

271 Pooling of assets of related companies

271A Notice that application filed must be given to administrators and creditors [Not in force]

272 Guidelines for orders

273 Certain conduct prohibited

274 Duty to identify and deliver property

275 Refusal to supply essential services prohibited

276 Remuneration of liquidators

277 Rates of remuneration

278 Expenses and remuneration payable out of assets of company

279 Liquidator ceases to hold office on completion of liquidation

280 Qualifications of liquidators

281 Validity of acts of liquidators

282 Consent to appointment

283 Vacancies in office of liquidator

284 Court supervision of liquidation

285 Meaning of failure to comply

286 Orders to enforce liquidator's duties

287 Meaning of inability to pay debts

288 Evidence and other matters

289 Statutory demand

290 Court may set aside statutory demand

291 Additional powers of Court on application to set aside statutory demand

292 Transactions having preferential effect

293 Voidable charges

294 Procedure for setting aside voidable transactions and charges

295 Other orders

296 Additional provisions relating to setting aside transactions and charges

297 Transactions at undervalue

298 Transactions for inadequate or excessive consideration with directors and certain other persons

299 Court may set aside certain securities and charges

300 Liability if proper accounting records not kept

301 Power of Court to require persons to repay money or return property

302 Application of bankruptcy rules to liquidation of insolvent companies

303 Admissible claims

304 Claims by unsecured creditors

305 Rights and duties of secured creditors

306 Ascertainment of amount of claim

307 Claim not of an ascertained amount

308 Fines and penalties

309 Claims relating to debts payable after commencement of liquidation

310 Mutual credit and set-off

310A Definitions relating to set-off under netting agreement

310B Application of set-off under netting agreement

310C Calculation of netted balance

310D Mutuality required for transactions under bilateral netting agreements

310E When mutuality required for transactions under recognised multilateral netting agreements

310F Application of set-off under section 310 to transactions subject to netting agreements

310G Transactions under netting agreement and effect on certain sections

310H Rights under netting agreement not affected by commencement of liquidation

310I Set-off under netting agreement not affected by notice under section 294

310J Court may set aside bilateral netting agreement between company and related person

310K Certain persons may be declared to be recognised clearing houses

310L Matters that Bank must or may have regard to when making, varying, or revoking declaration under section 310K

310M Bank may impose conditions in declaration under section 310K

310N Bank to notify recognised clearing house about Bank's intention to revoke or vary declaration under section 310K

310O Transactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K

311 Interest on claims

312 Preferential claims

313 Claims of other creditors and distribution of surplus assets

314 Meetings of creditors or shareholders

315 Liquidation committees

316 Establishment of Liquidation Surplus Account

316A Transitional provision in relation to voidable transactions

316B Transitional provision in relation to Liquidation Surplus Account under section 290 of Companies Act 1955

317 Removal from register

318 Grounds for removal from register

319 Notice of intention to remove where company has ceased to carry on business or application fee not paid

320 Notice of intention to remove in other cases

321 Objection to removal from register

322 Duties of Registrar if objection received

323 Powers of Court

324 Property of company removed from register

325 Disclaimer of property by the Crown

326 Liability of directors, shareholders, and others to continue

327 Liquidation of company removed from New Zealand register [Repealed]

328 Registrar may restore company to New Zealand register

329 Court may restore company to New Zealand register

330 Restoration to register

331 Vesting of property in company on restoration to register

332 Meaning of carrying on business

332A Registrar may approve use of different form

333 Name to be reserved before carrying on business

334 Overseas companies to register under this Act

335 Validity of transactions not affected

336 Application for registration

337 Registration of overseas company

338 Use of name by overseas company

339 Alteration of constitution

339A Rectification or correction of name or address of person authorised to accept service

340 Annual return of overseas company

341 Overseas company ceasing to carry on business in New Zealand

342 Liquidation of assets in New Zealand

343 Attorneys of overseas companies

343A Overseas company not required to provide information, notice, or document in certain circumstances

344 Overseas companies may be registered as companies under this Act

345 Application for registration

346 Overseas companies must be authorised to register

347 Overseas companies that cannot be registered

348 Registration

349 Effect of registration

350 Companies may transfer incorporation

351 Application to transfer incorporation

352 Approval of shareholders

353 Company to give public notice

354 Companies that cannot transfer incorporation

355 Removal from register

356 Effect of removal from register

357 Registrar and Deputy Registrars of Companies

358 District and Assistant Registrars of Companies

359 Responsible District Registrar

360 Registers

360A Rectification or correction of New Zealand register and overseas register

360B Powers of Court

361 Registrar may direct transfer

362 Registration of documents

363 Inspection and evidence of registers

364 Notice by Registrar

365 Registrar's powers of inspection

366 Disclosure of information and reports

367 Application of Official Information Act 1982 and Privacy Act 1993

368 Appeals from decisions under section 367

369 Inspector's report admissible in liquidation proceedings

370 Appeals from Registrar's decisions

371 Exercise of powers under section 365 not affected by appeal

372 Fees

373 Penalty for failure to comply with Act

374 Penalties that may be imposed on directors in cases of failure by board or company to comply with Act

375 Proceedings for offences

376 Defences

377 False statements

378 Fraudulent use or destruction of property

379 Falsification of records

380 Carrying on business fraudulently

381 Improper use of “Limited”

382 Persons prohibited from managing companies

383 Court may disqualify directors

384 Liability for contravening sections 382 and 383

385 Registrar may prohibit persons from managing companies

386 Liability for contravening section 385

386A Director of failed company must not be director, etc, of phoenix company with same or substantially similar name [Not in force]

386B Definitions for purpose of phoenix company provisions [Not in force]

386C Liability for debts of phoenix company [Not in force]

386D Exception for person named in successor company notice [Not in force]

386E Exception for temporary period while application for exemption is made [Not in force]

386F Exception in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation [Not in force]

387 Service of documents on companies in legal proceedings

388 Service of other documents on companies

389 Service of documents on overseas companies in legal proceedings

390 Service of other documents on overseas companies

391 Service of documents on shareholders and creditors

392 Additional provisions relating to service

393 Privileged communications

394 Directors' certificates

395 Regulations

396 Summary Proceedings Act 1957 amended

397 Securities Transfer Act 1991 amended