Companies Act 1993 Amendment Regulations 2014

2014/47

Coat of Arms of New Zealand

Companies Act 1993 Amendment Regulations 2014

Jerry Mateparae, Governor-General

Order in Council

At Wellington this 24th day of February 2014

Present:
His Excellency the Governor-General in Council

Pursuant to section 395 of the Companies Act 1993, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, makes the following regulations.

Regulations

1 Title
  • These regulations are the Companies Act 1993 Amendment Regulations 2014.

2 Commencement
  • These regulations come into force on 1 April 2014.

3 Principal regulations
4 Regulation 4 amended (Forms)
  • After regulation 4(2), insert:

    • (3) Subclause (2) does not apply to forms 22 and 23.

5 Schedule 1 amended
  • In Schedule 1, after form 21, insert the forms 22 and 23 set out in the Schedule of these regulations.


Schedule
Schedule 1 amended

r 5

Form 22
Infringement notice

Section 207Z, Companies Act 1993

Infringement notice No:Date of notice:
Enforcement authority

This infringement notice is issued by: [full name of Registrar, Registrar's full title].

Address for correspondence and queries:

Infringement notice served on—

Full name: 
Full address: 
Date of birth*:Occupation*:
Gender*:Telephone number*:
*These particulars must be specified only if known. The particulars for date of birth, occupation, and gender are not required if the notice is served on a company or other body corporate.
Alleged infringement offence details

The offence is one against section [specify either section 207G(2) or 207G(3)] of the Companies Act 1993 in respect of a failure referred to in section 207G(1)(e) of that Act (which relates to failing to register financial statements).

Date:Time:

Place to which copy of statements and auditor's report should have been delivered:

Name of company or overseas company concerned:

Incorporation or registration number of company or overseas company concerned:

Address of company or overseas company concerned: [specify registered office or, if there is no registered office in New Zealand, the principal place of business in New Zealand]

Nature of alleged infringement:

The infringement fee payable is $7,000.

Service details

Infringement notice served by [method of service] on [date].

Payment of infringement fee

The infringement fee is payable within 28 days after [date notice delivered personally or sent by post].

The infringement fee may be paid to the enforcement authority at [address] by [specify method(s)].

Important: Please read the summary below—if you do not understand it, you should consult a lawyer immediately.

Summary of rights
  • 1 This notice sets out an alleged infringement offence.

Payments
  • 2 If you pay the infringement fee for an alleged infringement offence within 28 days after you have been served with this notice, no further enforcement action will be taken for that offence. Payments should be made to the enforcement authority at the address for payment specified in this notice.

    If, under section 21(3A) or (3C)(a) of the Summary Proceedings Act 1957, you enter or have entered into a time-to-pay arrangement with an informant in respect of an infringement fee payable by you, paragraphs 4(b), 4(c), 5, 6, and 7 below do not apply, and you are not entitled either to request a hearing to deny liability or to ask the court to consider any submissions (as to penalty or otherwise) in respect of the infringement.

Defence
  • 3 You have a complete defence against proceedings for an alleged infringement offence if the infringement fee has been paid to the enforcement authority, at the address for payment specified in this notice, before or within 28 days after a reminder notice in respect of the alleged offence is served on you. Late payment or payment made to any other address will not constitute a defence.

Further action
  • 4 You should write to the enforcement authority at the address for correspondence shown on the front page of this notice if you wish to—

    • (a) raise any matter relating to the circumstances of an alleged offence for consideration by the enforcement authority; or

    • (b) deny liability for the alleged offence and request a court hearing; or

    • (c) admit liability for the alleged offence, but wish to have a court consider written submissions as to penalty or otherwise.

    The letter should be signed.

  • 5 You have a right to request a hearing. If you deny liability for the alleged offence and request a hearing, the enforcement authority will serve you with a notice of hearing that sets out the place and time at which the matter will be heard by the court (unless the authority decides not to start court proceedings).

    Note: If the court finds you guilty of the offence, costs will be imposed in addition to any penalty.

  • 6 A request for a hearing must—

    • (a) be in writing and signed by you; and

    • (b) be delivered to the enforcement authority at the address for correspondence shown on the front page of this notice; and

    • (c) be delivered within 28 days after you have been served with a reminder notice.

  • 7 If you admit liability for the alleged offence but want the court to consider your submissions as to penalty or otherwise, you should, in your letter to the enforcement authority,—

    • (a) request a hearing; and

    • (b) admit liability for the offence; and

    • (c) set out the written submissions you wish to be considered by the court.

    The enforcement authority will then file your letter with the court (unless the enforcement authority decides not to start court proceedings). There is no provision for an oral hearing before the court if you follow this course of action.

    Note: Costs will be imposed in addition to any penalty.

  • 8 If you do not pay the infringement fee and do not request a hearing in respect of an alleged offence within 28 days after you have been served with this notice, you will (unless the enforcement authority decides otherwise) be served with a reminder notice.

  • 9 If you do not pay the infringement fee and do not request a hearing in respect of the alleged offence within 28 days after being served with the reminder notice, you will become liable to pay costs in addition to a fine (if the enforcement authority decides to start court proceedings against you). The fine will be equal to the amount of the infringement fee or the amount of the infringement fee remaining unpaid.

  • 10 When writing or making payment of an infringement fee, please indicate—

    • (a) the date of the alleged infringement offence; and

    • (b) the infringement notice number; and

    • (c) your full name and address for replies.

Note: All queries and correspondence regarding the infringement offence must be directed to the enforcement authority at the address shown on the front page of this notice.

Further details of your rights and obligations are set out in section 21 of the Summary Proceedings Act 1957.

Form 23
Reminder notice

Section 207ZA, Companies Act 1993

Reminder notice No:Date of notice:
Enforcement authority

Infringement notice issued by: [full name of Registrar, Registrar's full title]

Address for correspondence and queries:

This notice is to remind you that an infringement notice has been issued to you. The details of the notice are as follows:

Infringement notice served on—

Full name: 
Full address: 
Date of birth*:Occupation*:
Gender*:Telephone number*:
*These particulars must be specified only if known. The particulars for date of birth, occupation, and gender are not required if the notice is served on a company or other body corporate.
Alleged infringement offence details

The offence is one against section [specify either section 207G(2) or 207G(3)] of the Companies Act 1993 in respect of a failure referred to in section 207G(1)(e) of that Act (which relates to failing to register financial statements).

Date:Time:

Place to which copy of statements and auditor's report should have been delivered:

Company or overseas company concerned:

Incorporation or registration number of company or overseas company concerned:

Address of company or overseas company concerned: [specify registered office or, if there is no registered office in New Zealand, the principal place of business in New Zealand]

Nature of alleged infringement:

The infringement fee payable is $7,000.

The amount of the infringement fee remaining unpaid:

Service details

(To be provided for filing in court)

Infringement notice served by [method of service] on [date].

Reminder notice served by [method of service] at [full address of service] on [date].

Payment of infringement fee

The infringement fee was payable to the enforcement authority within 28 days after [date infringement notice was delivered personally or sent by post]. The infringement fee remains payable to the enforcement authority at [address].

The last day for payment of the infringement fee is [date], being 28 days after the date of service of this notice. The payment may be made by [specify method(s)].

Important: Please read the summary below—if you do not understand it, you should consult a lawyer immediately.

Summary of rights
  • 1 You have not paid the infringement fee described on the front page, or asked for a hearing, within 28 days after you were served with the infringement notice. That is why you have been served with this reminder notice.

Payments
  • 2 If you pay the infringement fee for an alleged infringement offence within 28 days after you are served with this notice, no further enforcement action will be taken for that offence. Payments should be made to the enforcement authority at the address for payment specified in this notice.

    If, under section 21(3A) or (3C)(a) of the Summary Proceedings Act 1957, you enter or have entered into a time-to-pay arrangement with an informant in respect of an infringement fee payable by you, paragraphs 4(b), 4(c), 5, 6, and 7 below do not apply, and you are not entitled either to request a hearing to deny liability or to ask the court to consider any submissions (as to penalty or otherwise) in respect of the infringement.

Defence
  • 3 You have a complete defence against proceedings for an alleged infringement offence if the infringement fee has been paid to the enforcement authority, at the address for payment specified in this notice, before or within 28 days after a reminder notice in respect of the alleged offence is served on you. Late payment or payment made to any other address will not constitute a defence.

Further action
  • 4 You should write to the enforcement authority at the address for correspondence shown on the front page of this notice if you wish to—

    • (a) raise any matter relating to the circumstances of an alleged offence for consideration by the enforcement authority; or

    • (b) deny liability for the alleged offence and request a court hearing; or

    • (c) admit liability for the alleged offence, but wish to have a court consider written submissions as to penalty or otherwise.

    The letter should be signed.

  • 5 You have a right to request a hearing. If you deny liability for the alleged offence and request a hearing, the enforcement authority will serve you with a notice of hearing that sets out the place and time at which the matter will be heard by the court (unless the enforcement authority decides not to start court proceedings).

    Note: If the court finds you guilty of the offence, costs will be imposed in addition to any penalty.

  • 6 A request for a hearing must—

    • (a) be in writing and signed by you; and

    • (b) be delivered to the enforcement authority at the address for correspondence shown on the front page of this notice; and

    • (c) be delivered within 28 days after you are served with this notice.

  • 7 If you admit liability for the alleged offence but want the court to consider your submissions as to penalty or otherwise, you should, in your letter to the enforcement authority,—

    • (a) request a hearing; and

    • (b) admit liability for the offence; and

    • (c) set out the written submissions you wish to be considered by the court.

    The enforcement authority will then file your letter with the court (unless the enforcement authority decides not to start court proceedings). There is no provision for an oral hearing before the court if you follow this course of action.

    Note: Costs will be imposed in addition to any penalty.

  • 8 If you do not pay the infringement fee and do not request a hearing in respect of the alleged offence within 28 days after being served with this reminder notice, you will become liable to pay costs in addition to a fine (if the enforcement authority decides to start court proceedings against you). The fine will be equal to the amount of the infringement fee or the amount of the infringement fee remaining unpaid.

  • 9 When writing or making payment of an infringement fee, please indicate—

    • (a) the date of the alleged infringement offence; and

    • (b) the number of this reminder notice; and

    • (c) your full name and address for replies.

Note: All queries and correspondence regarding the infringement offence must be directed to the enforcement authority at the address shown on the front page of this notice.

Further details of your rights and obligations are set out in section 21 of the Summary Proceedings Act 1957.

 Michael Webster,
for Clerk of the Executive Council.


Explanatory note

This note is not part of the regulations, but is intended to indicate their general effect.

These regulations, which come into force on 1 April 2014, amend the Companies Act 1993 Regulations 1994.

The Companies Act 1993 has been amended to include financial reporting duties for some companies and overseas companies (see Part 11). The new provisions include offences of failing to register the financial statements of an overseas company or of a New Zealand company that has significant overseas ownership (see sections 207D, 207E, and 207G(1)(e), (2), and (3)). The offences apply to both the company or overseas company and its directors. The offences are infringement offences.

These regulations prescribe the forms of the infringement notice and the reminder notice. The forms are largely carried over from the Financial Reporting (Fees and Forms) Regulations 2007.


Issued under the authority of the Legislation Act 2012.

Date of notification in Gazette: 27 February 2014.

These regulations are administered by the Ministry of Business, Innovation, and Employment.