Companies Act 1993

373 Penalty for failure to comply with Act

• (1) A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000:

  • (1) section 25(5)(a) (which relates to the use of a company name):

  • (2) section 47(7) (which relates to the consideration for which shares are issued):

  • (3) section 49(5) (which relates to the consideration for which convertible securities, options, and shares are issued):

  • (4) section 52(5) (which relates to distributions to shareholders):

  • (5) section 60(7) (which relates to offers to shareholders to acquire shares):

  • (6) section 61(9) (which relates to the procedure for making a certain type of offer to shareholders):

  • (7) section 61(10)(a) (which relates to the procedure for making a certain type of offer to shareholders):

  • (8) section 63(9) (which relates to stock exchange acquisitions of a company's own shares subject to prior notice to shareholders):

  • (9) section 65(3)(a) (which relates to stock exchange acquisitions of a company's own shares without prior notice to shareholders):

  • (10) section 69(6) (which relates to the redemption of shares at the option of a company):

  • (11) section 70(4) (which relates to the requirement for a company to satisfy the solvency test on the redemption of shares):

  • (12) section 71(8) (which relates to special redemptions of shares):

  • (13) section 71(9)(a) (which relates to special redemptions of shares):

  • (14) section 76(7) (which relates to offers of financial assistance to acquire shares):

  • (15) section 77(4) (which relates to the requirement to satisfy the solvency test):

  • (16) section 78(8) (which relates to offers of financial assistance in certain cases):

  • (17) section 78(9)(a) (which relates to offers of financial assistance in certain cases):

  • (18) section 80(2)(a) (which relates to the provision of financial assistance not exceeding 5% of shareholders' funds):

  • (19) section 83(5)(a) (which relates to statements of shareholders' rights):

  • (20) section 84(6)(a) (which relates to the transfer of shares):

  • (21) section 85(2)(a) (which relates to the transfer of shares under an approved system):

  • (22) section 95(7)(a) (which relates to share certificates):

  • (23) section 108(6) (which relates to the requirement to satisfy the solvency test):

  • (24) section 122(7)(a) (which relates to resolutions in lieu of meetings):

  • (25) section 218(2)(a) (which relates to the obligation to provide copies of documents):

  • (26) section 221(6) (which relates to approval of an amalgamation proposal):

  • (27) section 222(6) (which relates to short form amalgamations):

  • (27A) section 239AEA(3) (which relates to the failure by a company in administration to disclose the fact of administration):

  • (27B) section 239AW(4) (which relates to attendance by a director at a watershed meeting):

  • (28) section 243(10) (which relates to the duty of a liquidator to summon meetings of creditors).

  (2) A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $10,000:

  • (a) section 34(3) (which relates to an alteration to the constitution of a company by the court):

  • (b) section 87(4)(a) (which relates to the obligation to keep a share register):

  • (c) section 88(5)(a) (which relates to the place where the share register must be kept):

  • (d) section 90(2) (which relates to the duties of directors in relation to the share register):

  • (e) section 140(4) (which relates to the disclosure of directors' interests):

  • (f) section 179(8) (which relates to disclosure and use of information obtained in the course of an investigation):

  • (g) section 189(5)(a) (which relates to company records):

  • (h) section 195(3)(a) (which relates to the place where accounting records must be kept):

  • (i) section 196(7)(a) (which relates to the appointment of an auditor):

  • (j) section 206(4) (which relates to access to information by auditors):

  • (k) section 215(2)(a) (which relates to public inspection of company records):

  • (l) section 216(2)(a) (which relates to inspection of company records by shareholders):

  • (m) section 250(7) (which relates to the termination of the liquidation of a company):

  • (ma) section 258A(5) (which relates to the duty of liquidators to report suspected offences):

  • (n) section 280(3) (which relates to the qualifications of liquidators):

  • (o) section 333(5)(a) (which relates to name reservation by overseas companies):

  • (p) section 334(6)(a) (which relates to the registration of overseas companies):

  • (q) section 339(2)(a) (which relates to changes in the constitution of an overseas company):

  • (r) section 340(6)(a) (which relates to the filing of annual returns by overseas companies):

  • (s) section 365(5) (which relates to the Registrar's powers of inspection):

  • (t) section 366(4) (which relates to the disclosure of information and reports obtained during an investigation):

  • (u) section 381 (which relates to improper use of the word “Limited”).

  (3) A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years:

  • (a) section 261(6A) (which relates to the power of liquidators to obtain documents and information):

  • (b) section 273(2) (which relates to certain prohibited conduct):

  • (c) section 274(2) (which relates to the duty to identify and deliver property).

  (4) A person convicted of an offence against any of the following sections of this Act is liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000:

  • (a) section 304(6) (which relates to false claims by unsecured creditors in liquidations):

  • (b) section 305(11) (which relates to false claims by secured creditors in liquidations):

  • (c) section 377 (which relates to false statements):

  • (d) section 378 (which relates to the fraudulent use or destruction of property):

  • (e) section 379 (which relates to falsifying records):

  • (f) section 380 (which relates to carrying on business fraudulently):

  • (g) section 382(4) (which relates to persons prohibited from managing companies):

  • (h) section 383(5) (which relates to acting as a director of a company while prohibited by the court):

  • (i) section 385(9) (which relates to acting as a director of a company or taking part in the management of a company while prohibited by the Registrar or the FMA):

  • (j) section 386A(2) (which relates to acting as a director of a phoenix company).

  Section 373(1)(2): amended, on 1 July 1994, by section 46 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

  Section 373(1)(27A): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).

  Section 373(1)(27B): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).

  Section 373(2)(ma): substituted, on 1 February 2011, by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).

  Section 373(3)(a): substituted, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

  Section 373(3)(b): substituted, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

  Section 373(3)(c): added, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

  Section 373(4)(i): amended, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

  Section 373(4)(j): added, on 1 November 2007, by section 39(2) of the Companies Amendment Act 2006 (2006 No 56).