Reprint as at 11 September 2014

Companies Act 1993

Public Act1993 No 105
Date of assent28 September 1993
Commencementsee section 1(2)

Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This Act is administered by the Ministry of Business, Innovation, and Employment.


Contents

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6 Extended meaning of subsidiary [Repealed]

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

138A Offence for serious breach of director's duty to act in good faith and in best interests of company

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 financial reporting

Subpart 1Accounting records

194 Accounting records must be kept

195 Place accounting records to be kept

Subpart 2Financial reporting

196 Overview

197 Non-application of subpart if alternative financial reporting duties under financial markets legislation

198 Interpretation

199 Determining number of shareholders

Preparation of financial statements

200 Application of preparation provisions

201 Financial statements must be prepared

202 Group financial statements must be prepared

203 Recognition of financial reporting requirements of overseas countries

204 Financial statements for overseas company must include financial statements for large New Zealand business

205 Balance date of subsidiaries

Audit of financial statements

206 Application of audit requirement

207 Financial statements must be audited

207A Audit must be carried out in accordance with auditing and assurance standards

207B Auditor must report to shareholders

207C Auditor's report must be sent to Registrar and External Reporting Board if requirements have not been complied with

Registration of financial statements of overseas companies and other companies with significant overseas ownership

207D Application of registration provisions

207E Financial statements must be registered

Shareholders may request copy of financial statements prepared for tax purposes

207F Shareholders may request copy of financial statements prepared for tax purposes

Financial reporting offences

207G Financial reporting offences

Provisions relating to opting out and opting in

207H Period during which company may opt in or opt out

207I Companies with 10 or more shareholders may opt out

207J Large companies may opt out of audit requirement

207K Companies with fewer than 10 shareholders may opt in

Registrar may grant exemptions to overseas companies

207L Registrar may grant exemptions to overseas companies

207M Publication and status of exemptions

207N Consultation

207O Exemption may apply to accounting period before exemption is granted

Subpart 3Miscellaneous auditing provisions

207P Auditor must be appointed if financial statements must be audited

207Q Registrar may appoint auditor

207R Resignation and casual vacancy

207S Auditor's fees and expenses

207T Automatic reappointment

207U Replacement of auditor

207V Auditor not seeking reappointment or resigning

207W Auditor's attendance at shareholders' meeting

Subpart 4Infringement offence for failing to register financial statements

207X Interpretation in this subpart

207Y Infringement offences

207Z Infringement notices

207ZA Procedural requirements for infringement notices

207ZB Payment of infringement fee

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 non-active companies [Repealed]

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

236A Arrangement or amalgamation involving code company

236B Takeovers code does not apply where court order under section 236

237 Court may make additional orders

238 Parts 13 and 14 not affected

239 Application of section 233

Part 15A
Voluntary administration

Subpart 1Preliminary

239A Objects of this Part

239B Interpretation of some key terms

239C Interpretation of other terms

239D When administration begins

239E When administration ends

239EA Voluntary administration of licensed insurers

Subpart 2Appointment 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 3Resignation 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 4Effect 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 5Administrator'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 6Creditors' 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 7First 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 8Watershed 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 9Protection 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 10Rights 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 11Interface 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 12Deed 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 13Execution 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 14Administrator's duty to file accounts

239ACY Administrator includes deed administrator

239ACZ Administrator must file accounts

Subpart 15Variation 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 16Administrator'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 17Powers 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 18Notices 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 19Miscellaneous

239AEE Effect of things done during administration of company

239AEF Interruption of time for doing act

Subpart 20Set-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 21Single 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

240A Liquidation of licensed insurers

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 report suspected offences

258B Registrar may supply report to FMA

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 [Repealed]

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

340A Financial reporting requirements for large overseas companies

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 [Repealed]

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

371A Sharing of information with Financial Markets Authority

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 or dishonestly incurring debt

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 or FMA may prohibit persons from managing companies

385A Appeals from FMA's exercise of power under section 385

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

398 Act subject to application of Cape Town Convention and Aircraft Protocol

399 Companies Act 1955 continues to apply for limited purposes

400 Companies restored to register or that have ceased to be in liquidation may be reregistered

401 References to companies incorporated under Companies Act 1955

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

Schedule 10
Interest class: principles

Companies Amendment Act 2006

Companies Amendment Act (No 2) 2006

Financial Reporting (Amendments to Other Enactments) Act 2013

Companies Amendment Act 2014

Reprint notes


An Act to reform the law relating to companies, and, in particular,—

  • (a) to reaffirm the value of the company as a means of achieving economic and social benefits through the aggregation of capital for productive purposes, the spreading of economic risk, and the taking of business risks; and

  • (b) to provide basic and adaptable requirements for the incorporation, organisation, and operation of companies; and

  • (c) to define the relationships between companies and their directors, shareholders, and creditors; and

  • (d) to encourage efficient and responsible management of companies by allowing directors a wide discretion in matters of business judgment while at the same time providing protection for shareholders and creditors against the abuse of management power; and

  • (e) to provide straightforward and fair procedures for realising and distributing the assets of insolvent companies