Companies Amendment Bill (No 4)

  • enacted

Hon Craig Foss

Companies Amendment Bill (No 4)

Government Bill

344—3A

As reported from the committee of the whole House

Contents

Bill note

Key

1 Title

2 Commencement

3 Principal Act amended

Part 1
Criminalisation of breaches of certain directors’ duties

4 New section 138A inserted

4AAA Penalty for failure to comply with Act

4AAB Fraudulent use or destruction of property

4AAC Carrying on business fraudulently

4A Consequential amendment to Summary Proceedings Act 1957

Part 2
One or more directors to live in New Zealand and other measures

5 Interpretation

6 Essential requirements

7A Application for registration

7B New heading and sections 94A and 94B inserted

7C Number of directors

7D Notice of change of directors

7E Public inspection of company records

7F Amalgamation proposal

7FA Registration of amalgamation proposal

7G Inspection and evidence of registers

7H New section 367A inserted

18 New section 387A inserted

19 Service of other documents on companies

20 New section 388A inserted

21 Additional provisions relating to service

22 Regulations

22A Schedule 4 amended

Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc

22B Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc

Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information

22C Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information

Part 3
Arrangements and amalgamations of code companies

No long-form amalgamations of code company under Part 13 of principal Act

23 Interpretation

24 Amalgamations

Transitional provision relating to amendments to Part 13 of principal Act

24A Transitional provision relating to amendments to Part 13 of principal Act

No court approval of arrangement or amalgamation involving code company under Part 15 of principal Act except in certain circumstances

25 New sections 236A and 236B inserted

26 Consequential amendments to Takeovers Act 1993

26A Consequential amendments to takeovers code

26B Consequential amendment to Takeovers (Fees) Regulations 2001

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

Part 4
Enhanced powers of Registrar

28A Interpretation

28B Meaning of director

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

30A Notice of intention to remove in other cases

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

37A New sections 365A to 365H and headings inserted

38AAA Disclosure of information and reports

38 New sections 366A to 366C inserted

38A Inspector's report admissible in liquidation proceedings

38B Exercise of powers under section 365 not affected by appeal

Additional power for Registrar or FMA to prohibit persons from managing companies

39AAA Persons prohibited from managing companies

39AAB Court may disqualify directors

39 New section 385AA inserted

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

43A Section 207R amended

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Schedule 1
New Schedule 10 added

Schedule 2
Consequential amendments to Companies Act 1993

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Legislative history


The Parliament of New Zealand enacts as follows: