Companies Amendment Act 2014

Reprint as at 1 May 2015

Coat of Arms of New Zealand

Companies Amendment Act 2014

Public Act
2014 No 46
Date of assent
2 July 2014
see section 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.


3Principal Act amended
4New section 138A inserted
138AOffence for serious breach of director’s duty to act in good faith and in best interests of company
5Penalty for failure to comply with Act
6Fraudulent use or destruction of property
7Carrying on business fraudulently
9Essential requirements
10Application for registration
11New heading and sections 94A and 94B inserted
94AMeaning of ultimate holding company information
94BNotice of ultimate holding company changes
12Number of directors
13Notice of change of directors
14Public inspection of company records
15Amalgamation proposal
16Registration of amalgamation proposal
17Inspection and evidence of registers
18New section 367A inserted
367AConfidentiality of director information
19New section 387A inserted
387AService of documents on directors in legal proceedings
20Service of other documents on companies
21New section 388A inserted
388AService of other documents on directors
22Additional provisions relating to service
24Schedule 4 amended
25Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc
26Transitional provision relating to directors’ date and place of birth information and company’s ultimate holding company information
29Transitional provision relating to amendments to Part 13 of principal Act
30New sections 236A and 236B inserted
236AArrangement or amalgamation involving code company
236BTakeovers code does not apply where court order under section 236
31Consequential amendments to Takeovers Act 1993
23ATakeovers code does not apply where court order under section 236 of Companies Act 1993
32Consequential amendments to takeovers code
33Consequential amendment to Takeovers (Fees) Regulations 2001
34Transitional provision relating to amendments to Part 15 of principal Act
35New Schedule 10 added
37Meaning of director
38Grounds for removal from register
39Notice of intention to remove where company has ceased to carry on business or application fee not paid
40Notice of intention to remove in other cases
41Objection to removal from register
42Duties of Registrar if objection received
43Registrar may restore company to New Zealand register
44Court may restore company to New Zealand register
45Rectification or correction of New Zealand register and overseas register
46Registration of documents
47Registrar’s powers of inspection
48New sections 365A to 365H and headings inserted
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
49Disclosure of information and reports
50New sections 366A and 366B inserted
366ARegistrar’s powers to insert note of warning in register
366BRegistrar must remove note of warning
51Inspector’s report admissible in liquidation proceedings
52Exercise of powers under section 365 not affected by appeal
53Persons prohibited from managing companies
54Court may disqualify directors
55New section 385AA inserted
385AAAdditional power for Registrar or FMA to prohibit persons from managing companies
56Appeals from FMA’s exercise of power under section 385
57Liability for contravening section 385
58Consequential amendments to principal Act
59Section 207R amended
Reprint notes

The Parliament of New Zealand enacts as follows: