Reprint as at 7 November 2015

Coat of Arms of New Zealand

Companies Act 1993

Public Act
1993 No 105
Date of assent
28 September 1993
see section 1(2)

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.


1Short Title and commencement
3Public notice
4Meaning of solvency test
5Meaning of holding company and subsidiary
6Extended meaning of subsidiary [Repealed]
7Control defined
8Certain matters to be disregarded
9Act binds the Crown
10Essential requirements
11Right to apply for registration
12Application for registration
14Certificate of incorporation
15Separate legal personality
16Capacity and powers
17Validity of actions
18Dealings between company and other persons
19No constructive notice
20Name to be reserved
21Name of company if liability of shareholders limited
22Application for reservation of name
23Change of name
24Direction to change name
25Use of company name
26No requirement for company to have constitution
27Effect of Act on company having constitution
28Effect of Act on company not having constitution
29Form of constitution
30Contents of constitution
31Effect of constitution
32Adoption, alteration, and revocation of constitution
33New form of constitution
34Court may alter constitution
35Legal nature of shares
36Rights and powers attaching to shares
37Types of shares
38No nominal value
39Transferability of shares
40Contracts for issue of shares
41Issue of shares on registration and amalgamation
42Issue of other shares
43Notice of share issue
44Shareholder approval for issue of shares
45Pre-emptive rights
46Consideration for issue of shares
46AConsideration for issue of shares on registration
47Consideration to be decided by board
48Exceptions to section 47
49Consideration in relation to issue of options and convertible financial products
50Consent to issue of shares
51Time of issue of shares
52Board may authorise distributions
54Shares in lieu of dividends
55Shareholder discounts
56Recovery of distributions
57Reduction of shareholder liability a distribution
58Company may acquire its own shares
59Acquisition of company’s own shares
60Board may make offer to acquire shares
61Special offers to acquire shares
62Disclosure document
63Stock exchange acquisitions subject to prior notice to shareholders
64Disclosure document
65Stock exchange acquisitions not subject to prior notice to shareholders
66Cancellation of shares repurchased
67Enforceability of contract to repurchase shares
67ACompany may hold its own shares
67BRights and obligations of shares company holds in itself suspended
67CReissue of shares company holds in itself
68Meaning of redeemable
69Redemption at option of company
70Company must satisfy solvency test
71Special redemption of shares
72Disclosure document
73Cancellation of shares redeemed
74Redemption at option of shareholder
75Redemption on fixed date
76Financial assistance
77Company must satisfy solvency test
78Special financial assistance
79Disclosure document
80Financial assistance not exceeding 5% of shareholders’ funds
81Enforceability of transactions
82Subsidiary may not hold shares in holding company
83Statement of rights to be given to shareholders
84Transfer of shares
85Transfer of shares under approved system
86Transfer of shares by operation of law
87Company to maintain share register
88Place of share register
89Share register as evidence of legal title
90Directors’ duty to supervise share register
91Power of court to rectify share register
92Trusts not to be entered on register
93Personal representative may be registered
94Assignee of bankrupt may be registered
94AMeaning of ultimate holding company information
94BNotice of ultimate holding company changes
95Share certificates
95APerpetual debentures
95BPower to reissue redeemed debentures in certain cases
95CSpecific performance of contracts to subscribe for debentures
96Meaning of shareholder
97Liability of shareholders
98Liability of former shareholders
99Additional provisions relating to liability of shareholders and former shareholders
100Liability for calls
101Shareholders not required to acquire shares by alteration to constitution
102Liability of personal representative
103Liability of an assignee
104Exercise of powers reserved to shareholders
105Exercise of powers by ordinary resolution
106Powers exercised by special resolution
107Unanimous assent to certain types of action
108Company to satisfy solvency test
109Management review by shareholders
110Shareholder may require company to purchase shares
111Notice requiring purchase
112Price for shares to be purchased by company determined
112APrice for shares referred to arbitration if shareholder objects to price
112BInterest payable on outstanding payments
112CTiming of transfer of shares
113Purchase of shares by third party
114Court may grant exemption
115Court may grant exemption if company insolvent
116Meaning of classes and interest groups
117Alteration of shareholder rights
118Shareholder may require company to purchase shares
119Actions not invalid
120Annual meeting of shareholders
121Special meetings of shareholders
122Resolution in lieu of meeting
123Court may call meeting of shareholders
124Proceedings at meetings
125Shareholders entitled to receive distributions, attend meetings, and exercise rights
126Meaning of director
127Meaning of board
128Management of company
129Major transactions
130Delegation of powers
131Duty of directors to act in good faith and in best interests of company
132Exercise of powers in relation to employees
133Powers to be exercised for proper purpose
134Directors to comply with Act and constitution
135Reckless trading
136Duty in relation to obligations
137Director’s duty of care
138Use of information and advice
138AOffence for serious breach of director’s duty to act in good faith and in best interests of company
139Meaning of interested
140Disclosure of interest
141Avoidance of transactions
142Effect on third parties
143Application of sections 140 and 141 in certain cases
144Interested director may vote
145Use of company information
146Meaning of relevant interest
147Relevant interests to be disregarded in certain cases
148Disclosure of share dealing by directors
149Restrictions on share dealing by directors
150Number of directors
151Qualifications of directors
152Director’s consent required
153Appointment of first and subsequent directors
154Court may appoint directors
155Appointment of directors to be voted on individually
156Removal of directors
157Director ceasing to hold office
158Validity of director’s acts
159Notice of change of directors
160Proceedings of board
161Remuneration and other benefits
162Indemnity and insurance
165Derivative actions
166Costs of derivative action to be met by company
167Powers of court where leave granted
168Compromise, settlement, or withdrawal of derivative action
169Personal actions by shareholders against directors
170Actions by shareholders to require directors to act
171Personal actions by shareholders against company
172Actions by shareholders to require company to act
173Representative actions
174Prejudiced shareholders
175Certain conduct deemed prejudicial
176Alteration to constitution
177Ratification of certain actions of directors
178Information for shareholders
179Investigation of records
180Method of contracting
182Pre-incorporation contracts may be ratified
183Warranties implied in pre-incorporation contracts
184Failure to ratify
185Breach of pre-incorporation contract
185AJurisdiction of District Courts
186Registered office
187Change of registered office
188Requirement to change registered office
189Company records
190Form of records
191Inspection of records by directors
192Address for service
193Change of address for service
193ARectification or correction of address for service
194Accounting records must be kept
195Place accounting records to be kept
197Non-application of subpart if alternative financial reporting duties under financial markets legislation
199Determining number of shareholders
200Application of preparation provisions
201Financial statements must be prepared
202Group financial statements must be prepared
203Recognition of financial reporting requirements of overseas countries
204Financial statements for overseas company must include financial statements for large New Zealand business
205Balance date of subsidiaries
206Application of audit requirement
207Financial statements must be audited
207AAudit must be carried out in accordance with auditing and assurance standards
207BAuditor must report to shareholders
207CAuditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with
207DApplication of registration provisions
207EFinancial statements must be registered
207FShareholders may request copy of financial statements prepared for tax purposes
207GFinancial reporting offences
207HPeriod during which company may opt in or opt out
207ICompanies with 10 or more shareholders may opt out
207JLarge companies may opt out of audit requirement
207KCompanies with fewer than 10 shareholders may opt in
207LRegistrar may grant exemptions to overseas companies
207MPublication and status of exemptions
207OExemption may apply to accounting period before exemption is granted
207PAuditor must be appointed if financial statements must be audited
207QRegistrar may appoint auditor
207RResignation and casual vacancy
207SAuditor’s fees and expenses
207TAutomatic reappointment
207UReplacement of auditor
207VAuditor not seeking reappointment or resigning
207WAuditor’s attendance at shareholders’ meeting
207XInterpretation in this subpart
207YInfringement offences
207ZInfringement notices
207ZAProcedural requirements for infringement notices
207ZBPayment of infringement fee
208Obligation to prepare annual report
209Obligation to make annual report available to shareholders
209ABoard must send copy of annual report or concise annual report on request
209BAnnual report and concise annual report made available by electronic means
210Information for shareholders who elect not to receive annual report [Repealed]
211Contents of annual report
211AObligations to prepare and make available annual reports or financial statements do not apply to non-active companies [Repealed]
212Shareholders may elect not to receive documents
213Failure to disclose
214Annual return
214ARegistrar may alter New Zealand register
215Public inspection of company records
216Inspection of company records by shareholders
217Manner of inspection
218Copies of documents
220Amalgamation proposal
221Approval of amalgamation proposal
222Short form amalgamation
223Registration of amalgamation proposal
224Certificate of amalgamation
225Effect of certificate of amalgamation
226Powers of court in other cases
228Compromise proposal
229Notice of proposed compromise
230Effect of compromise
231Variation of compromise
232Powers of court
233Effect of compromise in liquidation of company
234Costs of compromise
236Approval of arrangements, amalgamations, and compromises
236AArrangement or amalgamation involving code company
236BTakeovers code does not apply where court order under section 236
237Court may make additional orders
238Parts 13 and 14 not affected
239Application of section 233
239AObjects of this Part
239BInterpretation of some key terms
239CInterpretation of other terms
239DWhen administration begins
239EWhen administration ends
239EAVoluntary administration of licensed insurers
239FWho may be appointed administrator
239GAdministrator must consent in writing
239HWho may appoint administrator
239IAppointment by company
239JAppointment by liquidator or interim liquidator
239KAppointment by secured creditor
239LAppointment by court
239MAppointment must not be revoked
239NAppointment of 2 or more administrators
239ORemuneration of administrator
239PWhen office of administrator is vacant
239QAdministrator may resign
239RRemoval of administrator
239SAppointor may appoint new administrator to fill vacancy
239TCreditors must consider appointment of replacement administrator
239UOutline of administrator’s role
239VAdministrator’s powers
239WAdministrator is company’s agent
239XEffect on directors
239YEffect on employees
239ZEffect on dealing with company property
239AACompany officer’s liability for compensation for void transaction or dealing
239ABEffect on transfer of shares
239ACEffect on liquidation
239ADEffect on receivership
239AEAdministrator must investigate company’s affairs and consider possible courses of action
239AFDirectors’ statement of company’s position
239AGAdministrator’s right to documents, etc
239AHAdministrator may lodge report with Registrar
239AIAdministrator must report misconduct
239AJAdministrator must call creditors’ meetings
239AKConduct of creditors’ meetings
239ALJoint meetings of creditors of related companies in administration
239AMPower of court where outcome of voting at creditors’ meeting determined by related entity
239ANAdministrator must call first creditors’ meeting
239AONotice of first and subsequent creditors’ meetings
239APAdministrator must table interests statement
239AQFunctions of creditors’ committee
239ARMembership of creditors’ committee
239ASWhat watershed meeting is
239ATAdministrator must convene watershed meeting
239AUNotice of watershed meeting
239AVWhen watershed meeting must be held
239AWDirectors must attend watershed meeting
239AXDisclosure of voting arrangements
239AYCourt may order that pooled property owners are separate class
239AZAdjournment of watershed meeting
239ABAWhat creditors may decide at watershed meeting
239ABBWhat happens if proposed deed not fully approved at watershed meeting
239ABCCharge unenforceable
239ABDOwner or lessor must not recover property used by company
239ABEProceeding must not be begun or continued
239ABFAdministrator not liable in damages for refusing consent
239ABGEnforcement process halted
239ABHDuties of court officer in relation to company’s property
239ABILis pendens taken to exist
239ABJAdministration not to trigger enforcement of guarantee of liability of director or relative
239ABKMeaning of terms used in this subpart
239ABLIf secured creditor acts before or during decision period
239ABMIf enforcement of charges begins before administration
239ABNCharge over perishable property
239ABOCourt may limit powers of secured creditor, etc, in relation to property subject to charge
239ABPGiving notice under security agreement
239ABQIf recovery of property begins before administration
239ABRRecovering perishable property
239ABSCourt may limit powers of receiver, etc, in relation to property used by company
239ABTGiving notice under agreement about property
239ABUWhen liquidator may be appointed to company in administration
239ABVCourt may adjourn application for liquidation
239ABWCourt must not appoint interim liquidator if administration in creditors’ interests
239ABXEffect of appointment of liquidator
239ABYFormer administrator is default liquidator
239ABZPerson in control of company must lodge revised report with Registrar
239ACAAct of administrator in good faith must not be set aside in liquidation
239ACBVoidable transactions
239ACCWho is deed administrator
239ACDWho may be appointed deed administrator
239ACEDeed administrator must consent in writing
239ACFAppointment of deed administrator must not be revoked
239ACGAppointment of 2 or more deed administrators
239ACHWhen office of deed administrator vacant
239ACIDeed administrator may resign
239ACJRemoval of deed administrator
239ACKRemuneration of deed administrator
239ACLDeed administrator may sell shares in company
239ACMWhen this subpart applies
239ACNPreparation and contents of deed
239ACOExecution of deed
239ACPProcedure if deed not fully approved at watershed meeting
239ACQCreditor must not act inconsistently with deed, etc, before execution
239ACRCompany’s failure to execute deed
239ACSWho is bound by deed
239ACTExtent to which deed binds creditors
239ACUPerson bound by deed must not take steps to liquidate, etc
239ACVCourt may restrain creditors and others from enforcing charge or recovering property
239ACWEffect of deed on company’s debts
239ACXCourt may rule on validity of deed
239ACYAdministrator includes deed administrator
239ACZAdministrator must file accounts
239ADACreditors may vary deed
239ADBCourt may cancel creditors’ variation
239ADCTermination of deed
239ADDTermination by court
239ADETermination by creditors
239ADFCreditors’ meeting to consider proposed variation or termination of deed
239ADGAdministrator not liable for company’s debts except as provided in this subpart and in section 239Y
239ADHAdministrator liable for general debts
239ADIAdministrator’s liability for rent
239ADJAdministrator not liable for rental if non-use notice in force
239ADKCourt may exempt administrator from liability for rent
239ADLAdministrator’s indemnity
239ADMAdministrator’s right of indemnity has priority over other debts
239ADNLien to secure indemnity
239ADOCourt’s general power
239ADPOrders to protect creditors during administration
239ADQCourt may rule on validity of administrator’s appointment
239ADRAdministrator may seek directions
239ADSCourt may supervise administrator or deed administrator
239ADTCourt may order administrator or deed administrator to remedy default
239ADUCourt’s power when office of administrator or deed administrator vacant, etc
239ADVProhibition order
239ADWAdministrator must give notice of appointment
239ADXSecured creditor who appoints administrator must give notice to company
239ADYDeed administrator must give notice of execution of deed of company arrangement
239ADZDeed administrator must give notice of failure to execute deed of company arrangement
239AEADeed administrator must give notice of termination by creditors of deed of company arrangement
239AEBCompany must disclose fact of administration
239AECNotice of change of name
239AEDEffect of contravention of this subpart
239AEEEffect of things done during administration of company
239AEFInterruption of time for doing act
239AEGMutual credit and set-off
239AEHApplication of set-off under netting agreement
239AEICalculation of netted balance
239AEJMutuality required for transactions under bilateral netting agreements
239AEKWhen mutuality required for transactions under recognised multilateral netting agreements
239AELApplication of set-off under section 239AEG to transactions subject to netting agreements
239AEMTransactions under netting agreement and effect on certain sections
239AENRights under netting agreement not affected by commencement of administration
239AEOEffect of declaration of person as recognised clearing house under section 310K
239AEPTransactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K
239AEQInterpretation of terms for purposes of this subpart
239AERCourt may order single administration for related companies in administration
239AESNotice that application filed must be given to administrators and creditors
239AETGuidelines for single administration order
239AEUCourt may order that related company in administration be added to existing pool
239AEVCreditors’ meetings in single administration of pool companies
239AEWPool companies may execute single deed of company administration
240ALiquidation of licensed insurers
241Commencement of liquidation
241AARestriction on appointment of liquidator by shareholders or board after application filed for court appointment
241ACommencement of liquidation to be recorded
242Liquidators to act jointly unless otherwise stated
243Liquidator to summon meeting of creditors
244Liquidator to summon meeting of creditors in other cases
245Liquidator may dispense with meetings of creditors
245APower of court where outcome of voting at meeting of creditors determined by related entity
246Interim liquidator
247Power to stay or restrain certain proceedings against company
248Effect of commencement of liquidation
249Completion of liquidation
250Court may terminate liquidation
251Restriction on rights of creditors to complete execution, distraint, or attachment
252Duties of officer in execution process
253Principal duty of liquidator
254Liquidator not required to act in certain cases
255Other duties of liquidator
256Duties in relation to accounts
257Duties in relation to final report and accounts
258Duty to have regard to views of creditors and shareholders
258ADuty to report suspected offences
258BRegistrar may supply report to FMA
259Documents to state company in liquidation
260Powers of liquidator
260ALiquidator may assign right to sue under this Act
261Power to obtain documents and information
262Documents in possession of receiver
263Restriction on enforcement of lien over documents
264Delivery of document creating charge over property
265Examination by liquidator
266Powers of court
268Power of liquidator to enforce liability of shareholders and former shareholders
269Power to disclaim onerous property
270Liquidator may be required to elect whether to disclaim onerous property
271Pooling of assets of related companies
271ANotice that application filed must be given to administrators and creditors
272Guidelines for orders
273Certain conduct prohibited
274Duty to identify and deliver property
275Refusal to supply essential services prohibited
276Remuneration of liquidators
277Rates of remuneration
278Expenses and remuneration payable out of assets of company
279Liquidator ceases to hold office on completion of liquidation
280Qualifications of liquidators
281Validity of acts of liquidators
282Consent to appointment
283Vacancies in office of liquidator
284Court supervision of liquidation
285Meaning of failure to comply
286Orders to enforce liquidator’s duties
287Meaning of inability to pay debts
288Evidence and other matters
289Statutory demand
290Court may set aside statutory demand
291Additional powers of court on application to set aside statutory demand
292Insolvent transaction voidable
293Voidable charges
294Procedure for setting aside transactions and charges
295Other orders
296Additional provisions relating to setting aside transactions and charges
297Transactions at undervalue
298Transactions for inadequate or excessive consideration with directors and certain other persons
299Court may set aside certain securities and charges
300Liability if proper accounting records not kept
301Power of court to require persons to repay money or return property
302Application of bankruptcy rules to liquidation of insolvent companies
303Admissible claims
304Claims by unsecured creditors
305Rights and duties of secured creditors
306Ascertainment of amount of claim
307Claim not of an ascertained amount
308Fines and penalties
309Claims relating to debts payable after commencement of liquidation
310Mutual credit and set-off
310ADefinitions relating to set-off under netting agreement
310BApplication of set-off under netting agreement
310CCalculation of netted balance
310DMutuality required for transactions under bilateral netting agreements
310EWhen mutuality required for transactions under recognised multilateral netting agreements
310FApplication of set-off under section 310 to transactions subject to netting agreements
310GTransactions under netting agreement and effect on certain sections
310HRights under netting agreement not affected by commencement of liquidation
310ISet-off under netting agreement not affected by notice under section 294
310JCourt may set aside bilateral netting agreement between company and related person
310KCertain persons may be declared to be recognised clearing houses
310LMatters that Bank must or may have regard to when making, varying, or revoking declaration under section 310K
310MBank may impose conditions in declaration under section 310K
310NBank to notify recognised clearing house about Bank’s intention to revoke or vary declaration under section 310K
310OTransactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K
311Interest on claims
312Preferential claims
313Claims of other creditors and distribution of surplus assets
314Meetings of creditors or shareholders
315Liquidation committees
316Establishment of Liquidation Surplus Account
316ATransitional provision in relation to voidable transactions [Repealed]
316BTransitional provision in relation to Liquidation Surplus Account under section 290 of Companies Act 1955
317Removal from register
318Grounds for removal from register
319Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)
320Notice of intention to remove company under paragraph (c), (d), or (e) of section 318(1)
321Objection to removal from register
322Duties of Registrar if objection received
323Powers of court
324Property of company removed from register
325Disclaimer of property by the Crown
326Liability of directors, shareholders, and others to continue
327Liquidation of company removed from New Zealand register [Repealed]
328Registrar may restore company to New Zealand register
329Court may restore company to New Zealand register
330Restoration to register
331Vesting of property in company on restoration to register
332Meaning of carrying on business
332ARegistrar may approve use of different form
333Name to be reserved before carrying on business
334Overseas companies to register under this Act
335Validity of transactions not affected
336Application for registration
337Registration of overseas company
338Use of name by overseas company
339Alteration of constitution
339ARectification or correction of name or address of person authorised to accept service
340Annual return of overseas company
340AFinancial reporting requirements for large overseas companies
341Overseas company ceasing to carry on business in New Zealand
342Liquidation of overseas company
343Attorneys of overseas companies
343AOverseas company not required to provide information, notice, or document in certain circumstances
344Overseas companies may be registered as companies under this Act
345Application for registration
346Overseas companies must be authorised to register
347Overseas companies that cannot be registered
349Effect of registration
350Companies may transfer incorporation
351Application to transfer incorporation
352Approval of shareholders
353Company to give public notice
354Companies that cannot transfer incorporation
355Removal from register
356Effect of removal from register
357Registrar and Deputy Registrars of Companies
358District and Assistant Registrars of Companies
359Responsible District Registrar
360ARectification or correction of New Zealand register and overseas register
360BPowers of court
361Registrar may direct transfer [Repealed]
362Registration of documents
363Inspection and evidence of registers
364Notice by Registrar
365Registrar’s powers of inspection
365APurpose of sections 365B to 365H
365BControl interests in shares (basic rule)
365CExtension of basic rule to powers or controls exercisable through trust, agreement, etc
365DExtension of basic rule to interests held by other persons under control or acting jointly
365ESituations not giving rise to control interests
365FRegistrar may require persons to disclose control interests and powers to get control interests
365GRegistrar may require disclosure about controllers or delegates of directors
365HRegistrar may specify deadlines, form, and verification for information required under section 365F or 365G
366Disclosure of information and reports
366ARegistrar’s powers to insert note of warning in register
366BRegistrar must remove note of warning
367Application of Official Information Act 1982 and Privacy Act 1993
367AConfidentiality of director information
368Appeals from decisions under section 367
369Inspector’s report admissible in liquidation proceedings
370Appeals from Registrar’s decisions
371Exercise of powers under section 365, 365F, 365G, or 365H not affected by appeal
371ASharing of information with Financial Markets Authority
373Penalty for failure to comply with Act
374Penalties that may be imposed on directors in cases of failure by board or company to comply with Act
375Proceedings for offences
377False statements
378Fraudulent use or destruction of property
379Falsification of records
380Carrying on business fraudulently or dishonestly incurring debt
381Improper use of “Limited”
382Persons prohibited from managing companies
383Court may disqualify directors
384Liability for contravening sections 382 and 383
385Registrar or FMA may prohibit persons from managing companies
385AAAdditional power for Registrar or FMA to prohibit persons from managing companies
385AAppeals from FMA’s exercise of power under section 385 or section 385AA
386Liability for contravening section 385 or section 385AA
386ADirector of failed company must not be director, etc, of phoenix company with same or substantially similar name
386BDefinitions for purpose of phoenix company provisions
386CLiability for debts of phoenix company
386DException for person named in successor company notice
386EException for temporary period while application for exemption is made
386FException in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation
387Service of documents on companies in legal proceedings
387AService of documents on directors in legal proceedings
388Service of other documents on companies
388AService of other documents on directors
389Service of documents on overseas companies in legal proceedings
390Service of other documents on overseas companies
391Service of documents on shareholders and creditors
392Additional provisions relating to service
393Privileged communications
394Directors’ certificates
396Summary Proceedings Act 1957 amended
397Securities Transfer Act 1991 amended
398Act subject to application of Cape Town Convention and Aircraft Protocol
399Companies Act 1955 continues to apply for limited purposes
400Companies restored to register or that have ceased to be in liquidation may be reregistered
401References to companies incorporated under Companies Act 1955
Reprint notes

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


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


to provide basic and adaptable requirements for the incorporation, organisation, and operation of companies; and


to define the relationships between companies and their directors, shareholders, and creditors; and


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


to provide straightforward and fair procedures for realising and distributing the assets of insolvent companies