Hon Simon Power
Government Bill
344—1
Explanatory note
1 Title
2 Commencement
Part 1Amendments to Companies Act 1993
3 Principal Act amended
Subpart 1—Criminalisation of breaches of certain directors' duties
4 New section 138A inserted
138A Offence for serious breaches of certain duties
Subpart 2—Resident agents
5 Interpretation
6 Essential requirements
7 Meaning of director
8 New headings and sections 193B to 193T inserted
Appointment and removal of resident agent
193B Meaning of resident agent
193C Number of resident agents
193D Qualifications of resident agent
193E Resident agent's consent required
193F Application for registration if proposed company must have resident agent
193G Term of resident agency
193H Resident agent ceasing to hold office
193I Post-registration appointment of resident agent
193J Notice of resident agent appointment or change
193K Removal of company from register for failure to appoint resident agent
Offences by resident agents
193L Offence by resident agent if director fails to comply with certain provisions
193M Offence by resident agent if board fails to comply with certain provisions
193N Offence by resident agent if company fails to comply with certain provisions
Duties of resident agents
193O Use of company information by resident agents and restrictions on share dealing by resident agents
193P Duty to notify Registrar if no directors or no quorum of directors
Duty of directors and employees to provide information to resident agent
193Q Duty of directors and employees to provide information to resident agent
Indemnity and insurance for resident agents
193R Indemnity and insurance for resident agents
Extent of resident agent's liability
193S Extent of resident agent's liability
Transitional provision relating to resident agents
193T Transitional provision relating to resident agents
Other duties and offences that apply to resident agents
9 Power to obtain documents and information
10 Duty to identify and deliver property
11 Power of court to require persons to repay money or return property
12 False statements
13 Fraudulent use or destruction of property
14 Falsification of records
Prohibited persons and resident agents
15 Persons prohibited from managing companies
16 Court may disqualify directors
Service and resident agents
17 Service of documents on companies in legal proceedings
18 New sections 387A and 387B inserted
387A Service of documents on directors in legal proceedings
387B Service of documents on resident agents in legal proceedings
19 Service of other documents on companies
20 New sections 388A and 388B inserted
388A Service of other documents on directors
388B Service of other documents on resident agent
21 Additional provisions relating to service
22 Regulations
Subpart 3—Arrangements, amalgamations, and compromises of code companies
No long-form amalgamations of code company under Part 13 of principal Act
23 Interpretation
24 Amalgamations
No court approval of arrangement, amalgamation, or compromise involving code company under Part 15 of principal Act except in certain circumstances
25 New sections 236A and 236B inserted
236A Arrangement, amalgamation, or compromise involving code company
236B Takeovers code does not apply where court order under section 236
26 Consequential amendments to Takeovers Act 1993
23A Takeovers code does not apply where court order under section 236 of Companies Act 1993
Transitional provision relating to amendments to Part 15 of principal Act
27 Transitional provision relating to amendments to Part 15 of principal Act
New Schedule 10 added
28 New Schedule 10 added
Subpart 4—Enhanced powers of Registrar
29 Grounds for removal from register
30 Notice of intention to remove where company has ceased to carry on business or application fee not paid
31 Objection to removal from register
32 Duties of Registrar if objection received
33 Registrar may restore company to New Zealand register
34 Court may restore company to New Zealand register
35 Rectification or correction of New Zealand register and overseas register
36 Registration of documents
37 Registrar's powers of inspection
38 New sections 366A to 366C inserted
366A Registrar's powers to insert note of warning in register
366B Registrar must remove note of warning
366C Immunity of Registrar
Additional power for Registrar or FMA to prohibit persons being involved in administration or management of companies
39 New section 385AA inserted
385AA Additional power for Registrar or FMA to prohibit persons from being involved in administration or management of companies
40 Appeals from FMA's exercise of power under section 385
41 Liability for contravening section 385
42 Consequential amendment to Summary Proceedings Act 1957
Consequential amendments to principal Act
43 Consequential amendments to principal Act
Part 2Amendments to Limited Partnerships Act 2008
44 Principal Act amended
Subpart 1—Resident agents
45 Interpretation
46 Requirements for limited partnership
47 Who may be partner
48 New sections 19A and 19B inserted
19A Qualifications of general partners: natural persons
19B Qualifications of general partners: partnerships
49 Notice to general partner is notice to limited partnership
50 New headings and sections 77A to 77O inserted
Appointment and removal of resident agents
77A Meaning of resident agent
77B Number of resident agents
77C Qualifications of resident agent
77D Resident agent's consent required
77E Application for registration if proposed limited partnership must have resident agent
77F Term of resident agency
77G Resident agent ceasing to hold office
77H Post-registration appointment of resident agent
77I Notice of resident agent appointment or change
77J Removal of limited partnership from register for failure to appoint resident agent
77K Offence by resident agent if general partners fail to comply with certain provisions
77L Offence by resident agent if limited partnership fails to comply with certain provisions
77M Duty of general partners and employees to provide information to resident agent
77N Extent of resident agent's liability
Transitional provision relating to resident agent amendments
77O Transitional provision relating to resident agent amendments
51 Service of documents
52 Regulations
Subpart 2—Enhanced powers of Registrar
53 Rectification or correction of register
54 Registrar may note inactivity on register
55 New sections 63A and 63B inserted
63A Registrar must remove note of warning
63B Immunity of Registrar
56 Registrar's powers of inspection
57 New section 98A inserted
98A Deregistration by Registrar
58 New heading and sections 103A to 103G inserted
Prohibited and disqualified persons
103A Persons prohibited from managing limited partnerships
103B Court may disqualify general partners
103C Liability for contravening section 103A or 103B
103D Registrar or FMA may prohibit persons from managing limited partnerships
103E Additional power for Registrar or FMA to prohibit persons from being involved in administration or management of limited partnerships
103F Appeals from FMA's exercise of power under section 103D or 103E
103G Liability for contravening section 103D or 103E
59 Consequential amendment to Summary Proceedings Act 1957
60 Consequential amendments to principal Act
Schedule 1New Schedule 10 added
Schedule 2Consequential amendments to Companies Act 1993
Schedule 3Consequential amendments to Limited Partnerships Act 2008
The Parliament of New Zealand enacts as follows: