Title
1 Short Title and commencement
Part 1
Preliminary
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
Part 2
Incorporation
Essential requirements
10 Essential requirements
Method of incorporation
11 Right to apply for registration
12 Application for registration
13 Registration
14 Certificate of incorporation
Separate legal
personality
15 Separate legal
personality
Part 3
Capacity, powers, and validity of actions
16 Capacity and powers
Validity of actions
17 Validity of actions
18 Dealings between company and
other persons
19 No constructive notice
Part 4
Company names
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
Part 5
Company constitution
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
Part 6
Shares and debentures
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
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
Distributions
to shareholders
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
Company may acquire
its own shares
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
Treasury stock
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
Redemption of
shares
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
Assistance by
a company in the purchase of its own shares
76 Financial assistance
77 Company must satisfy solvency test
78 Special financial
assistance
79 Disclosure document
80 Financial assistance not exceeding 5% of
shareholders' funds
81 Enforceability of transactions
Cross-holdings
82 Subsidiary may not hold shares in holding
company
Statement of
shareholder rights
83 Statement of
rights to be given to shareholders
Transfer of shares
84 Transfer of shares
85 Transfer of shares under approved system
86 Transfer of
shares by operation of law
Share register
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
Share certificates
95 Share certificates
Debentures
95A Perpetual debentures
95B Power to reissue redeemed debentures
in
certain cases
95C Specific performance of contracts
to subscribe
for debentures
Part 7
Shareholders and their rights and obligations
96 Meaning of shareholder
Liability of
shareholders
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
Powers
of Shareholders
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
Minority buy-out
rights
110 Shareholder may require company
to purchase
shares
111 Notice requiring purchase
112 Price for shares
to be purchased by company determined
112A Price for
shares referred to arbitration if shareholder objects to price
112B Interest payable
on outstanding payments
112C Timing of
transfer of shares
113 Purchase of shares by third party
114 Court may grant exemption
115 Court may grant exemption if company insolvent
Interest groups
116 Meaning of classes and interest groups
117 Alteration of shareholder rights
118 Shareholder
may require company to purchase
shares
119 Actions not invalid
Meetings of shareholders
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
Ascertaining
shareholders
125 Shareholders
entitled to receive distributions,
attend meetings, and exercise rights
Part 8
Directors and their powers and duties
126 Meaning of director
127 Meaning of
board
Powers
of management
128 Management
of company
129 Major transactions
130 Delegation of powers
Directors' duties
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
Transactions
involving self-interest
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
Appointment and
removal of 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
Miscellaneous
provisions relating to directors
160 Proceedings of board
161 Remuneration and other benefits
162 Indemnity and insurance
Part 9
Enforcement
163 Interpretation
Injunctions
164 Injunctions
Derivative actions
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
Personal actions
by shareholders
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
Ratification
177 Ratification of certain actions of directors
Inspection of
records
178 Information for shareholders
179 Investigation of records
Part 10
Administration of companies
Authority to
bind company
180 Method of contracting
181 Attorneys
Pre-incorporation
contracts
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
Registered office
186 Registered office
187 Change of registered office
188 Requirement to change registered office
Company records
189 Company records
190 Form of records
191 Inspection of records by directors
Address for service
192 Address for service
193 Change of address for service
193A Rectification or correction of address for
service
Part 11
Accounting records and audit
Accounting records
194 Accounting records to be kept
195 Place accounting records to
be kept
Auditors
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
Part 12
Disclosure by companies
Disclosure to
shareholders
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
Inspection
of
company records
215 Public inspection
of company records
216 Inspection of company records by shareholders
217 Manner of inspection
218 Copies of documents
Part 13
Amalgamations
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
Part 14
Compromises with creditors
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
Part 15
Approval of arrangements, amalgamations,
and compromises by Court
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
Part 15A
Voluntary administration
Subpart 1—Preliminary
239A Objects of this Part
239B Interpretation of some key
terms
239C Interpretation of other terms
239D When administration begins
239E When administration ends
Subpart 2—Appointment of administrator
239F Who may be appointed administrator
239G Administrator must consent
in writing
239H Who may appoint administrator
239I Appointment by company
239J Appointment by liquidator or
interim liquidator
239K Appointment by secured creditor
239L Appointment by Court
239M Appointment must not be revoked
239N Appointment of 2 or more administrators
239O Remuneration of administrator
Subpart 3—Resignation and removal of administrator
239P When office of administrator is vacant
239Q Administrator may resign
239R Removal of administrator
239S Appointor may appoint new administrator
to fill vacancy
239T Creditors must consider appointment
of replacement
administrator
Subpart 4—Effect of appointment of administrator
239U Outline of administrator's role
239V Administrator's powers
239W Administrator is company's
agent
239X Effect on directors
239Y Effect on employees
239Z Effect on dealing with company
property
239AA Company officer's liability
for compensation
for void transaction or dealing
239AB Effect on transfer of shares
239AC Effect on liquidation
239AD Effect on receivership
Subpart 5—Administrator's investigation of company's affairs
239AE Administrator must investigate company's
affairs and consider possible courses of action
239AF Directors' statement of company's
position
239AG Administrator's right to documents,
etc
239AH Administrator may lodge report
with Registrar
239AI Administrator must report
misconduct
Subpart 6—Creditors' meetings generally
239AJ Administrator must call creditors' meetings
239AK Conduct of creditors' meetings
239AL Joint meetings of creditors
of related companies
in administration
239AM Power of Court where outcome
of voting at
creditors' meeting determined by related entity
Subpart 7—First creditors' meeting to appoint creditors' committee
239AN Administrator must call first creditors'
meeting
239AO Notice of first and subsequent
creditors'
meetings
239AP Administrator must table interests
statement
239AQ Functions of creditors' committee
239AR Membership of creditors' committee
Subpart 8—Watershed meeting
239AS What watershed meeting is
239AT Administrator must convene
watershed meeting
239AU Notice of watershed meeting
239AV When watershed meeting must
be held
239AW Directors must attend watershed
meeting
239AX Disclosure of voting arrangements
239AY Court may order that pooled
property owners
are separate class
239AZ Adjournment of watershed meeting
239ABA What creditors may decide
at watershed meeting
239ABB What happens if proposed
deed not fully
approved at watershed meeting
Subpart 9—Protection of company's property during administration
239ABC Charge unenforceable
239ABD Owner or lessor must not
recover property
used by company
239ABE Proceeding must not be begun
or continued
239ABF Administrator not liable
in damages for
refusing consent
239ABG Enforcement process halted
239ABH Duties of court officer in
relation to company's
property
239ABI Lis pendens taken to exist
239ABJ Administration not to trigger
enforcement
of guarantee of liability of director or relative
Subpart 10—Rights of secured creditor, owner, or lessor
239ABK Meaning of terms used in this subpart
239ABL If secured creditor acts
before or during
decision period
239ABM If enforcement of charges
begins before
administration
239ABN Charge over perishable property
239ABO Court may limit powers of
secured creditor,
etc, in relation to property subject to charge
239ABP Giving notice under security
agreement
239ABQ If recovery of property begins
before administration
239ABR Recovering perishable property
239ABS Court may limit powers of
receiver, etc,
in relation to property used by company
239ABT Giving notice under agreement
about property
Subpart 11—Interface with liquidation
239ABU When liquidator may be appointed to company
in administration
239ABV Court may adjourn application
for liquidation
239ABW Court must not appoint interim
liquidator
if administration in creditors' interests
239ABX Effect of appointment of
liquidator
239ABY Former administrator is default
liquidator
239ABZ Person in control of company
must lodge
revised report with Registrar
239ACA Act of administrator in good
faith must
not be set aside in liquidation
239ACB Voidable transactions
Subpart 12—Deed administrator
239ACC Who is deed administrator
239ACD Who may be appointed deed
administrator
239ACE Deed administrator must consent
in writing
239ACF Appointment of deed administrator
must not
be revoked
239ACG Appointment of 2 or more
deed administrators
239ACH When office of deed administrator
vacant
239ACI Deed administrator may resign
239ACJ Removal of deed administrator
239ACK Remuneration of deed administrator
239ACL Deed administrator may sell
shares in company
Subpart 13—Execution and effect of deed of company
arrangement
239ACM When this subpart applies
239ACN Preparation and contents
of deed
239ACO Execution of deed
239ACP Procedure if deed not fully
approved at
watershed meeting
239ACQ Creditor must not act inconsistently
with
deed, etc, before execution
239ACR Company's failure to execute
deed
239ACS Who is bound by deed
239ACT Extent to which deed binds
creditors
239ACU Person bound by deed must
not take steps
to liquidate, etc
239ACV Court may restrain creditors
and others
from enforcing charge or recovering property
239ACW Effect of deed on company's
debts
239ACX Court may rule on validity
of deed
Subpart 14—Administrator's duty to file accounts
239ACY Administrator includes deed administrator
239ACZ Administrator must file accounts
Subpart 15—Variation and termination of deed
239ADA Creditors may vary deed
239ADB Court may cancel creditors'
variation
239ADC Termination of deed
239ADD Termination by Court
239ADE Termination by creditors
239ADF Creditors' meeting to consider
proposed
variation or termination of deed
Subpart 16—Administrator's liability and indemnity
for debts
of administration
239ADG Administrator not liable for company's debts
except as provided in this subpart and in section 239Y
239ADH Administrator liable for
general debts
239ADI Administrator's liability
for rent
239ADJ Administrator not liable
for rental if non-use
notice in force
239ADK Court may exempt administrator
from liability
for rent
239ADL Administrator's indemnity
239ADM Administrator's right of
indemnity has priority
over other debts
239ADN Lien to secure indemnity
Subpart 17—Powers of Court
239ADO Court's general power
239ADP Orders to protect creditors
during administration
239ADQ Court may rule on validity
of administrator's
appointment
239ADR Administrator may seek directions
239ADS Court may supervise administrator
or deed
administrator
239ADT Court may order administrator
or deed administrator
to remedy default
239ADU Court's power when office
of administrator
or deed administrator vacant, etc
239ADV Prohibition order
Subpart 18—Notices about steps taken under this Part
239ADW Administrator must give notice of appointment
239ADX Secured creditor who appoints
administrator
must give notice to company
239ADY Deed administrator must give
notice of execution
of deed of company arrangement
239ADZ Deed administrator must give
notice of failure
to execute deed of company arrangement
239AEA Deed administrator must give
notice of termination
by creditors of deed of company arrangement
239AEB Company must disclose fact
of administration
239AEC Notice of change of name
239AED Effect of contravention of
this subpart
Subpart 19—Miscellaneous
239AEE Effect of things done during administration
of company
239AEF Interruption of time for
doing act
Subpart 20—Set-off and netting agreements
239AEG Mutual credit and set-off
239AEH Application of set-off under
netting agreement
239AEI Calculation of netted balance
239AEJ Mutuality required for transactions
under
bilateral netting agreements
239AEK When mutuality required for
transactions
under recognised multilateral netting agreements
239AEL Application of set-off under
section 239AEG
to transactions subject to netting agreements
239AEM Transactions under netting
agreement and
effect on certain sections
239AEN Rights under netting agreement
not affected
by commencement of administration
239AEO Effect of declaration of
person as recognised
clearing house under section 310K
239AEP Transactions under recognised
multilateral
netting agreement not affected by variation or revocation of declaration
under section 310K
Subpart 21—Single administration of related companies
in administration
239AEQ Interpretation of terms for purposes of
this subpart
239AER Court may order single administration
for
related companies in administration
239AES Notice that application filed
must be given
to administrators and creditors
239AET Guidelines for single administration
order
239AEU Court may order that related
company in
administration be added to existing pool
239AEV Creditors' meetings in single
administration
of pool companies
239AEW Pool companies may execute
single deed of
company administration
Part 16
Liquidations
The process of
liquidation
240 Interpretation
241 Commencement of liquidation
241AA Restriction on appointment of liquidator
by shareholders or board after application filed for Court appointment
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
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
Provisions relating
to prior execution process
251 Restriction on rights of creditors to complete
execution, distraint, or attachment
252 Duties of officer in execution
process
Duties, rights,
and powers of liquidators
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
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
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
Qualifications
and supervision of liquidators
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
Company unable
to pay its debts
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
Voidable transactions
292 Insolvent transaction voidable
293 Voidable charges
294 Procedure for setting aside transactions
and charges
295 Other orders
296 Additional provisions relating
to setting
aside transactions and charges
Recovery in other
cases
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
Creditors' claims
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
Liquidation committees
314 Meetings of creditors or shareholders
315 Liquidation
committees
Liquidation surplus
account
316 Establishment of Liquidation
Surplus Account
Transitional
provisions
316A Transitional provision in relation
to voidable
transactions
316B Transitional provision in relation to Liquidation
Surplus Account under section 290 of Companies
Act 1955
Part 17
Removal from the New Zealand register
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
Part 18
Overseas companies
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 overseas company
343 Attorneys of
overseas companies
343A Overseas company not required
to provide
information, notice, or document in certain circumstances
Part 19
Transfer of registration
Registration
of overseas companies as companies under this Act
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
Transfer of registration
of companies to other jurisdictions
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
Part 20
Registrar of companies
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
Part 21
Offences and penalties
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
386B Definitions for purpose of
phoenix company
provisions
386C Liability for debts of phoenix
company
386D Exception for person named
in successor
company notice
386E Exception for temporary period
while application
for exemption is made
386F Exception in relation to non-dormant
phoenix
company known by pre-liquidation name of failed company for at least
12 months before liquidation
Part 22
Miscellaneous
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
Schedule 1
Proceedings at meetings of shareholders
Schedule 2
Sections of this Act that confer powers
on directors that cannot be delegated
Schedule 3
Proceedings of the board of a company
Schedule 4
Information to be contained in annual return
Schedule 5
Proceedings at meetings of creditors
Schedule 6
Powers of liquidators
Schedule 7
Preferential claims
Schedule 8
Proceedings at meetings of liquidation committees
Schedule 9
Liquidation of overseas companies
Companies Amendment Act 2006
Reprint notes