Part 21 Offences and penalties

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 financial products, 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):

(8A)

Section 63(10)(a) (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 239AEB(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 failure of a director to sign a certificate as to solvency).

(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 207Q(3)(a) (which relates to the appointment of an auditor):

(ia)

section 207R(2)(a) (which relates to notification of the resignation of an auditor):

(j)
[Repealed]

(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):

(sa)

section 365F(7) (which relates to the Registrar’s powers to require disclosure in relation to control interests):

(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:

(aaa)

section 138A(1) (which relates to serious breach of director’s duty to act in good faith and in best interests of company):

(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 or dishonestly incurring debt):

(g)

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

(h)

section 383(6) (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)(3): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 373(1)(8A): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

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)(27A): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

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

Section 373(1)(28): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(2)(h): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 373(2)(i): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 373(2)(ia): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(2)(j): repealed, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

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

Section 373(2)(sa): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

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

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

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

Section 373(4)(aaa): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(4)(f): amended, on 3 July 2014, by section 5 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(4)(h): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

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): inserted, on 1 November 2007, by section 39(2) of the Companies Amendment Act 2006 (2006 No 56).