Part 1 Preliminary

2 Interpretation

(1)

In this Act, unless the context otherwise requires,—

accounting period, in relation to a company, means a year ending on a balance date of the company and, if as a result of the date of the registration of the company or a change of the balance date of the company, the period ending on that date is longer or shorter than a year, that longer or shorter period is an accounting period

address for service in relation to a company, means the company’s address for service adopted in accordance with section 192

annual meeting means a meeting required to be held by section 120

annual report

(a)

means a report prepared under section 208; and

(b)

does not include a concise annual report

applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

balance date, in relation to a company or an overseas company, has the same meaning as in section 41 of the Financial Reporting Act 2013

board and board of directors have the meanings set out in section 127

charge includes a right or interest in relation to property owned by a company, by virtue of which a creditor of the company is entitled to claim payment in priority to creditors entitled to be paid under section 313; but does not include a charge under a charging order issued by a court in favour of a judgment creditor

class has the meaning set out in section 116

code company has the meaning set out in section 2(1) of the Takeovers Act 1993

company means—

(a)

a company registered under Part 2:

(b)

a company reregistered under this Act in accordance with the Companies Reregistration Act 1993

concise annual report, in relation to a company and an accounting period, means a report on the affairs of the company during that period that is prepared in accordance with the requirements prescribed in regulations made under this Act

constitution means a document referred to in section 29

control interest has the meaning set out in sections 365B to 365E

court means the High Court of New Zealand

designated settlement system has the meaning set out in section 156M of the Reserve Bank of New Zealand Act 1989

director has the meaning set out in section 126

distribution, in relation to a distribution by a company to a shareholder, means—

(a)

the direct or indirect transfer of money or property, other than the company’s own shares, to or for the benefit of the shareholder; or

(b)

the incurring of a debt to or for the benefit of the shareholder—

in relation to shares held by that shareholder, and whether by means of a purchase of property, the redemption or other acquisition of shares, a distribution of indebtedness, or by some other means

dividend has the meaning set out in section 53

document means a document in any form; and includes—

(a)

any writing on any material; and

(b)

information recorded or stored by means of a tape recorder, computer, or other device; and material subsequently derived from information so recorded or stored; and

(c)

a book, graph, or drawing; and

(d)

a photograph, film, negative, tape, or other device in which 1 or more visual images are embodied so as to be capable (with or without the aid of equipment) of being reproduced

enforcement country means a country, State, or territory outside New Zealand prescribed for the purposes of section 10(d)

entitled person, in relation to a company, means—

(a)

a shareholder; and

(b)

a person upon whom the constitution confers any of the rights and powers of a shareholder

existing company means a body corporate registered or deemed to be registered under Part 2 or Part 10 of the Companies Act 1955, or under the Companies Act 1933, the Companies Act 1908, the Companies Act 1903, the Companies Act 1882, or the Joint Stock Companies Act 1860

financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011

financial product has the same meaning as in section 7 of the Financial Markets Conduct Act 2013

financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011

generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013

holding company has the meaning set out in section 5

interest group has the meaning set out in section 116

interested, in relation to a director, has the meaning set out in section 139

interests register means the register kept under section 189(1)(c)

licensed insurer has the same meaning as in section 6(1) of the Insurance (Prudential Supervision) Act 2010

licensed market has the same meaning as in section 6(1) of the Financial Markets Conduct Act 2013

limited partnership has the meaning set out in section 6 of the Limited Partnerships Act 2008

listed issuer has the same meaning as in section 6(1) of the Financial Markets Conduct Act 2013

major transaction has the meaning set out in section 129(2)

New Zealand register means the register of companies incorporated in New Zealand kept pursuant to section 360(1)(a)

ordinary resolution has the meaning set out in section 105(2)

overseas company means a body corporate that is incorporated outside New Zealand

overseas limited partnership has the meaning set out in section 4 of the Limited Partnerships Act 2008

overseas register means the register of bodies corporate that are incorporated outside New Zealand kept pursuant to section 360(1)(b)

personal representative, in relation to an individual, means the executor, administrator or trustee of the estate of that individual

pre-emptive rights means the rights conferred on shareholders under section 45

prescribed form means a form prescribed by regulations made under this Act that contains, or has attached to it, such information or documents as those regulations may require

property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal, and includes rights, interests, and claims of every kind in relation to property however they arise

receiver has the same meaning as in section 2(1) of the Receiverships Act 1993

records means the documents required to be kept by a company under section 189(1)

redeemable has the meaning set out in section 68

registered office has the meaning set out in section 186

Registrar means the Registrar of Companies appointed in accordance with section 357(1)

related company has the meaning set out in subsection (3)

relative, in relation to any person, means—

(a)

any parent, child, brother, or sister of that person; or

(b)

any spouse, civil union partner, or de facto partner of that person; or

(ba)

any parent, child, brother, or sister of a spouse, civil union partner, or de facto partner of that person; or

(c)

a nominee or trustee for any of those persons

relevant interest has the meaning set out in section 146

secured creditor, in relation to a company, means a person entitled to a charge on or over property owned by that company

share has the meaning set out in section 35

share register means the share register required to be kept under section 87

shareholder has the meaning set out in section 96

solvency test has the meaning set out in section 4

special meeting means a meeting called in accordance with section 121

special resolution means a resolution approved by a majority of 75% or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question

spouse, in relation to a person (A), includes a person with whom A has a de facto relationship (whether that person is of the same or a different sex) and a civil union partner

stock exchange means—

(a)

a licensed market; or

(b)

a financial product market that is authorised to operate in an overseas jurisdiction in accordance with the laws of that jurisdiction

subsidiary has the meaning set out in section 5

surplus assets means the assets of a company remaining after the payment of creditors’ claims and available for distribution in accordance with section 313 prior to its removal from the New Zealand register

ultimate holding company, in relation to a company, means a body corporate that—

(a)

is a holding company of the company; and

(b)

is itself not a subsidiary of any body corporate

ultimate holding company information has the meaning set out in section 94A

working day means a day of the week other than—

(a)

Saturday, Sunday, Good Friday, Easter Monday, Anzac Day, the Sovereign’s birthday, Labour Day, and Waitangi Day; and

(ab)

if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and

(b)

a day in the period commencing with 25 December in any year and ending with 2 January in the following year; and

(c)

if 1 January in any year falls on a Friday, the following Monday; and

(d)

if 1 January in any year falls on a Saturday or a Sunday, the following Monday and Tuesday.

(2)

Where,—

(a)

in relation to a company or an overseas company, any document is required to be delivered or any thing is required to be done to a District Registrar or an Assistant Registrar in whose office the records relating to the company or overseas company are kept within a period specified by this Act; and

(b)

the last day of that period falls on the day of the anniversary of the province in which that office is situated,—

the document may be delivered or that thing may be done to that District Registrar or Assistant Registrar on the next working day.

(3)

In this Act, a company is related to another company if—

(a)

the other company is its holding company or subsidiary; or

(b)

more than half of the issued shares of the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, are held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or

(c)

more than half of the issued shares, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, of each of them are held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or

(d)

the businesses of the companies have been so carried on that the separate business of each company, or a substantial part of it, is not readily identifiable; or

(e)

there is another company to which both companies are related;—

and related company has a corresponding meaning.

(4)

[Repealed]

(5)

A reference in this Act to an address means,—

(a)

in relation to an individual, the full address of the place where that person usually lives:

(b)

in relation to a body corporate, its registered office or, if it does not have a registered office, its principal place of business.

(6)

An example used in this Act is only illustrative of the provisions to which it relates. It does not limit those provisions.

(7)

If an example and a provision to which it relates are inconsistent, the provision prevails.

Section 2(1) annual report: inserted, on 18 June 2007, by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

Section 2(1) applicable auditing and assurance standard: inserted, on 1 April 2014, by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) applicable financial reporting standard: inserted, on 1 April 2014, by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) balance date: replaced, on 1 April 2014, by section 24(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) code company: inserted, on 3 July 2014, by section 27 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) concise annual report: inserted, on 18 June 2007, by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

Section 2(1) control interest: inserted, on 1 May 2015, by section 36 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) designated settlement system: inserted, on 24 November 2009, by section 16 of the Reserve Bank of New Zealand Amendment Act 2009 (2009 No 53).

Section 2(1) enforcement country: inserted, on 1 May 2015, by section 8 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) exempt company: repealed, on 1 April 2014, by section 24(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) financial markets participant: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 2(1) financial product: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) financial statements: replaced, on 1 April 2014, by section 24(3) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) FMA: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 2(1) generally accepted accounting practice: inserted, on 1 April 2014, by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) group financial statements: replaced, on 1 April 2014, by section 24(4) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) group of companies: repealed, on 1 April 2014, by section 24(5) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(1) licensed insurer: inserted, on 1 February 2011, by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).

Section 2(1) licensed market: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) limited partnership: inserted, on 1 May 2015, by section 8 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) listed issuer: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) overseas limited partnership: inserted, on 1 May 2015, by section 8 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) receiver: inserted, on 1 November 2007, by section 4(1) of the Companies Amendment Act 2006 (2006 No 56).

Section 2(1) relative paragraph (a): replaced, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

Section 2(1) relative paragraph (b): replaced, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

Section 2(1) relative paragraph (ba): inserted, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

Section 2(1) securities: repealed, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) spouse: replaced, on 1 November 2007, by section 4(2) of the Companies Amendment Act 2006 (2006 No 56).

Section 2(1) stock exchange: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) ultimate holding company: inserted, on 1 May 2015, by section 8 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) ultimate holding company information: inserted, on 1 May 2015, by section 8 of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) working day paragraph (ab): inserted, on 1 January 2014, by section 8 of the Holidays (Full Recognition of Waitangi Day and ANZAC Day) Amendment Act 2013 (2013 No 19).

Section 2(3)(b): amended, on 15 April 2004, by section 3 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

Section 2(4): repealed, on 5 December 2013, by section 4 of the Companies Amendment Act 2013 (2013 No 111).

Section 2(6): inserted, on 1 April 2014, by section 24(7) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 2(7): inserted, on 1 April 2014, by section 24(7) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).