Where, pursuant to this Act, public notice must be given of any matter affecting a company, that notice must be given by publishing notice of the matter—

The Registrar or a person authorised by the Registrar may,—

Nothing in this section limits or affects the Inland Revenue Department Act 1974 or the Statistics Act 1975.

The Registrar or a person authorised by the Registrar must consult with the Reserve Bank of New Zealand before exercising any of the powers conferred by subsection (1) of this section if the purpose of exercising the power relates to a company that is a registered bank (within the meaning of section 2 of the Reserve Bank of New Zealand Act 1989).

A person must not obstruct or hinder the Registrar or a person authorised by the Registrar while exercising a power conferred by subsection (1) of this section.

Any person who—

commits an offence and is liable on conviction to a fine not exceeding $10,000.

In this section—

A person authorised by the Registrar for the purposes of section 9a of this Act who has—

A person authorised by the Registrar for the purposes of section 9a of this Act who has—

must give the document, information, or report to the Registrar, a Deputy Registrar, a District Registrar, or an Assistant Registrar when directed to do so by any person holding any of those offices.

A person authorised by the Registrar for the purposes of section 9a of this Act who has—

A person who fails to comply with this section commits an offence and is liable on summary conviction to a fine not exceeding $10,000.

This section applies to the Minister, the Secretary for Justice, the Registrar, a Deputy Registrar, a District Registrar, and an Assistant Registrar.

Notwithstanding the Official Information Act 1982 or the Privacy Act 1993, a person to whom this section applies may refuse to disclose a document, information, or report in his or her possession obtained in making, or acquired as a result of, an inspection under section 9a of this Act, until the purpose for which the inspection is carried out has been satisfied.

Notwithstanding the Official Information Act 1982, where a person requests disclosure of whether an inspection under section 9a of this Act is being, or is proposed to be, or has been earned out, as the case may be, no person to whom this section applies is required to disclose that information under the Official Information Act 1982 unless—

A person who is aggrieved by a refusal to disclose a document, information, or report under section 9c of this Act may appeal to the Court within 21 days after being notified of that refusal, or within such further time as the Court may allow.

On hearing the appeal, the Court may confirm the refusal, or give such directions, or make such determination in the matter as the Court thinks fit.

Notwithstanding any other Act or rule of law, a report prepared by a person in relation to an inspection carried out by him or her under section 9a of this Act is admissible in evidence at the hearing of an application to the Court to appoint a liquidator.

A person who is aggrieved by an act or decision of the Registrar under this Act may appeal to the Court within 21 days after the date of notification of the act or decision, or within such further time as the Court may allow.

On hearing the appeal, the Court may approve the Registrar’s act or decision or may give such directions or make such determination in the matter as the Court thinks fit.

No right of appeal shall lie under this section against any act or decision of the Registrar—

Subject to subsection (2) of this section, but notwithstanding any other provision of any Act or any rule of law, where a person appeals or applies to the Court in relation to an act or decision of the Registrar or a person authorised by the Registrar under section 9a of this Act, until a decision on the appeal or application is given,—

If the appeal or application is allowed or granted, as the case may be,—

A company or a guarantor of an obligation of a company may not assert against a person dealing with the company or with a person who has acquired property, rights, or interests from the company that—

unless the person has, or ought to have, by virtue of his or her position with or relationship to the company, knowledge of the matters referred to in any of paragraphs (a), (b), (c), (d), or (e), as the case may be, of this subsection.

Subsection (1) of this section applies even though a person of the kind referred to in paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the company, unless the person dealing with the company or with a person who has acquired property, rights, or interests from the company has actual knowledge of the fraud or forgery.”

The Registrar must not—

unless the name has been reserved.

An application for reservation of the name of a company must be sent or delivered to the Registrar, and must be in the prescribed form.

The Registrar must not reserve a name—

The Registrar must advise the applicant by notice in writing—

An application to change the name of a company must—

As soon as the Registrar receives a properly completed application the Registrar must—

A change of name of a company—

If the Registrar believes on reasonable grounds that—

the Registrar may serve written notice on the company to change its name by a date specified in the notice, being a date not less than 30 days after the date on which the notice is served.

If the company does not change its name within the period specified in the notice, the Registrar may enter on the register a new name for the company selected by the Registrar in place of its existing name, being a name under which the company could be registered under this Act.

If the Registrar registers a new name under subsection (2) of this section the Registrar must issue a certificate of incorporation for the company recording the new name of the company, and section 32a(3) of this Act applies in relation to the registration of the new name as if the name of the company had been changed under that section.”

A contract or other enforceable obligation may be entered into by a company as follows:

Subsection (1) of this section applies to a contract or other obligation—

Subject to its articles, a company may, by an instrument in writing executed in accordance with section 42 of this Act, appoint a person as its attorney either generally or in relation to a specified matter.

An act of the attorney in accordance with the instrument binds the company.

The provisions of Part XII of the Property Law Act 1952 apply, with the necessary modifications, in relation to a power of attorney executed by a company to the same extent as if the company was a natural person and as if the commencement of the liquidation or, if there is no liquidation, the removal from the register kept for the purposes of this Act of the company was the death of a person within the meaning of that Part.”

Subject to subsection (2) of this section, a company whose shares are subject to a listing agreement with a stock exchange must, within 30 days after the allotment or registration of a transfer of shares in the company, as the case may be, send a share certificate to every holder of those shares stating—

Nothing in subsection (1) of this section applies in relation to a company the shares in which can be transferred under a system authorised or approved under the Securities Transfer Act 1991 that does not require a share certificate for the transfer of shares.

A member of a company, not being a company to which subsection (1) or subsection (2) of this section applies, may apply to the company for a certificate relating to some or all of the member’s shares in the company.

On receipt of an application for a share certificate under subsection (3) of this section, the company must, within 30 days after receiving the application,—

Notwithstanding section 84 of this Act, where a share certificate has been issued, a transfer of the shares to which it relates must not be registered by the company unless the form of transfer required by that section is accompanied by the share certificate relating to the share, or by evidence as to its loss or destruction and, if required, an indemnity in a form required by the board.

Subject to subsection (1) of this section, where shares to which a snare certificate relates are to be transferred, and the share certificate is sent to the company to enable the registration of the transfer, the share certificate must be cancelled and no further share certificate issued except at the request of the transferee.

If a company fails to comply with subsection (1) or subsection (4) of this section—

A company must ensure that its name is clearly stated in—

Where—

For the purposes of subsections (1) and (2) of this section and of section 42 of this Act (which relates to the manner in which a company may enter into contracts and other obligations), a company may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so.

If, within the period of 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed, the company must ensure that the notice states—

If a company fails to comply with subsection (1) or subsection (4) of this section—

In this Act, ‘director’, in relation to a company, includes—

Paragraphs (b) to (d) of subsection (1) of this section do not include a person to the extent that the person acts only in a professional capacity.

In this Act, the terms ‘board’ and ‘board of directors’ mean,—

Every company must have at least 2 directors.

The business and affairs of a company must be managed by, or under the direction or supervision of, the board of the company.

The board of a company has all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the company.

Subsections (1) and (2) of this section are subject to any modifications, exceptions, or limitations contained in this Act or in the company’s memorandum or articles.

Subject to any restrictions in the memorandum or articles of the company, the board of a company may delegate to a committee of directors, a director or employee of the company, or any other person, any one or more of its powers other than its powers under section 32a of this Act.

A board that delegates a power under subsection (1) of this section is responsible for the exercise of the power by the delegate as if the power had been exercised by the board, unless the board—

Subject to this section, a director of a company, when exercising powers or performing duties, must act in good faith and in what the director believes to be the best interests of the company.

A director of a company that is a wholly-owned subsidiary may, when exercising powers or performing duties as a director, if expressly permitted to do so by the memorandum or articles of the company, act in a manner which he or she believes is in the best interests of that company’s holding company even though it may not be in the best interests of the company.

A director of a company that is a subsidiary (but not a wholly-owned subsidiary) may, when exercising powers or performing duties as a director, if expressly permitted to do so by the memorandum or articles of the company and with the prior agreement of the members (other than its holding company), act in a manner which he or she believes is in the best interests of that company’s holding company even though it may not be in the best interests of the company.

A director of a company incorporated to carry out a joint venture between the members may, when exercising powers or performing duties as a director in connection with the carrying out of the joint venture, if expressly permitted to do so by the memorandum or articles of the company, act in a manner which he or she believes is in the best interests of a member or members, even though it may not be in the best interests of the company.

Nothing in section 185 of this Act limits the power of a director to make provision for the benefit of employees of the company in connection with the company ceasing to carry on the whole or part of its business.

In subsection (1) of this section,—

Adirector must exercise a power for a proper purpose.

A director of a company must not act, or agree to the company acting, in a manner that contravenes this Act or the memorandum and articles of the company.

A director of a company must not—

A director of a company must not agree to the company incurring an obligation unless the director believes at that time on reasonable grounds that the company will be able to perform the obligation when it is required to do so.

A director of a company, when exercising powers or performing duties as a director, must exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation,—

Subject to subsection (2) of this section, a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:

Subsection (1) of this section applies to a director only if the director—

Subject to subsection (2) of this section, for the purposes of this Act, a director of a company is interested in a transaction to which the company is a party if, and only if, the director—

For the purposes of this Act, a director of a company is not interested in a transaction to which the company is a party if the transaction comprises only the giving by the company of security to a third party which has no connection with the director, at the request of the third party, in respect of a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in part under a guarantee, indemnity, or by the deposit of a security.

A director of a company must, forthwith after becoming aware of the fact that he or she is interested in a transaction or proposed transaction with the company, disclose to the board of the company—

For the purposes of subsection (1) of this section, a general notice in writing to the board to the effect that a director is a shareholder, director, officer, or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction.

A failure by a director to comply with subsection (1) of this section does not affect the validity of a transaction entered into by the company or the director.

Every director who fails to comply with subsection (1) of this section commits an offence and is liable to a fine not exceeding $10,000.

A transaction entered into by the company in which a director of the company is interested may be avoided by the company at any time before the expiration of 3 months after the transaction is disclosed to all the members (whether by means of the company’s annual report or otherwise).

A transaction cannot be avoided if the company receives fair value under it.

For the purposes of subsection (2) of this section, the question whether a company receives fair value under a transaction is to be determined on the basis of the information known to the company and to the interested director at the time the transaction is entered into.

If a transaction is entered into by the company in the ordinary course of its business and on usual terms and conditions, the company is presumed to receive fair value under the transaction.

For the purposes of this section,—

A transaction in which a director is interested can only be avoided on the ground of the director’s interest in accordance with this section or the company’s memorandum and articles.

The avoidance of a transaction under section 195 of this Act does not affect the title or interest of a person in or to property which that person has acquired if the property was acquired—

Nothing in section 194 and section 195 of this Act applies in relation to—

Subject to the memorandum and articles of the company, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may—

as if the director were not interested in the transaction.

A director of a company who has information in his or her capacity as a director or employee of the company, being information that would not otherwise be available to him or her, must not disclose that information to any person, or make use of or act on the information, except—

A director of a company may, unless prohibited by the board, disclose information to—

A director of a company may disclose, make use of, or act on the information if—

For the purposes of section 199c of this Act, a director of a company has a relevant interest in a share issued by a company (whether or not the director is registered in the share register as the holder of it) if the director—

Where a person (whether or not a director of the company) has a relevant interest in a share by virtue of subsection (1) of this section and—

that director has a relevant interest in the share.

A person who has, or may have, a power referred to in any of paragraphs (b) to (f) of subsection (1) of this section, has a relevant interest in a share regardless of whether the power—

A power referred to in subsection (1) of this section exercisable jointly with another person or persons is deemed to be exercisable by either or any of those persons.

A reference to a power includes a reference to a power that arises from, or is capable of being exercised as the result of, a breach of any trust, agreement, arrangement, or understanding, or any of them, whether or not it is legally enforceable.

For the purposes of section 199c of this Act, no account shall be taken of a relevant interest of a person in a share if—

For the purposes of subsection (1)(e) of this section, a trustee may be a bare trustee notwithstanding that he or she is entitled as a trustee to be remunerated out of the income or property of the trust.

A director of a company who acquires or disposes of a relevant interest in shares issued by the company must, forthwith after the acquisition or disposition, disclose to the board—

If a director of a company has information in his or her capacity as a director or employee of the company or a related company, being information that would not otherwise be available to him or her, but which is information material to an assessment of the value of shares or other securities issued by the company or a related company, the director may acquire or dispose of those shares or securities only if,—

For the purposes of subsection (1) of this section, the fair value of shares or securities is to be determined on the basis of all information known to the director or publicly available at the time.

Subsection (1) of this section does not apply in relation to a share or security that is acquired or disposed of by a director only as a nominee for the company or a related company.

Where a director acquires shares or securities in contravention of subsection (1)(a) of this section, the director is liable to the person from whom the shares or securities were acquired for the amount by which the fair value of the shares or securities exceeds the amount paid by the director.

Where a director disposes of shares or securities in contravention of subsection (1)(b) of this section, the director is liable to the person to whom the shares or securities were disposed of for the amount by which the consideration received by the director exceeds the fair value of the shares or securities.

Nothing in this section applies in relation to a company to which Part I of the Securities Amendment Act 1988 applies.

A natural person who is not disqualified by subsection (2) of this section may be appointed as a director of a company.

The following persons are disqualified from being appointed or holding office as a director of a company:

A person that is not a natural person cannot be a director of a company.

A person who is disqualified from being a director but who acts as a director is a director for the purposes of a provision of this Act that imposes a duty or an obligation on a director of a company.

Every director who is by the articles of the company required to hold a specified share qualification, and who is not already qualified, must obtain his or her qualification within 2 months after appointment, or such shorter time as may be fixed by the articles.

For the purpose of any provision in the articles requiring a director or manager to hold a specified share qualification, the bearer of a share warrant is not the holder of the shares specified in the warrant.

A director of a company is deemed to have vacated office if the director does not within 2 months from the date of appointment, or within such shorter time as may be fixed by the articles, obtain his or her qualification, or if after the expiration of that period or shorter time he or she ceases at any time to hold his or her qualification.

A person vacating office under this section is incapable of being reappointed a director of the company until he or she has obtained his or her qualification.

A person who acts as a director of a company in contravention of this section commits an offence and is liable to a fine not exceeding $10,000.

Subject to the memorandum and articles of the company, the members of a company may vote on a resolution to appoint a director of the company only if—

A resolution moved in contravention of subsection (1) of this section is void even though the moving of it was not objected to at the time.

Subsection (2) of this section does not limit the operation of section 199p of this Act.

No provision for the automatic reappointment of retiring directors in default of another appointment applies on the passing of a resolution in contravention of subsection (1) of this section.

Nothing in this section prevents the election of 2 or more directors by ballot or poll.

A company may, by ordinary resolution, remove a director before the expiration of his or her period of office, notwithstanding anything in its articles or in any agreement between the company and the director.

Special notice must be given of a resolution to—

A copy of the notice of the proposed resolution must be given by the company to the director concerned and he or she is entitled to be heard on the resolution at the meeting.

The director is entitled to make written submissions to the company and require the company to supply each member of the company with a copy of those submissions. In that event the company must, unless the submissions are not received in sufficient time to enable it to do so,—

If the submissions are not sent to the members of the company the director may, in addition to being heard, require them to be read at the meeting.

The Court may, on the application of the company or any person having a sufficient interest in the matter direct that—

as the case may be, if it is satisfied that the provisions of this section are not being used for a proper purpose.

The Court may order that the costs of the company on an application under subsection (6) of this section must be paid by the director.

A vacancy created by the removal of a director under section 199h of this Act, if not filled at the meeting at which he or she is removed, may be filled as a casual vacancy.

A person appointed director in place of a person removed under section 199h of this Act shall be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director.

Nothing in section 199h of this Act—

Notwithstanding anything in the articles of a company or in any agreement, a director cannot be removed from, or be required to vacate office, by reason of a resolution, request, or notice by the board or any other director of the company.

Where—

that person must not, during the period of 5 years after the conviction or the judgment be a director or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of, a company, unless that person first obtains the leave of the Court which may be given on such terms and conditions as the Court thinks fit.

A person intending to apply for the leave of the Court under this section shall give to the Registrar not less than 10 days’ notice of that person’s intention to apply.

The Registrar, and such other persons as the Court thinks fit, may attend and be heard at the hearing of any application under this section.

Every person who acts in contravention of this section, or of any order made under this section, commits an offence and is liable on conviction on indictment to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, the term ‘company’ includes an overseas company that carries on business in New Zealand.

Where—

the Court may make an order that the person shall not, without the leave of the Court, be a director or promoter of, or in any way, whether directly or indirectly, be concerned or take part in the management of, a company for such period not exceeding 10 years as may be specified in the order.

A person intending to apply for an order under this section must give not less than 10 days’ notice of that intention to the person against whom the order is sought, and on the hearing of the application the last-mentioned person may appear and give evidence or call witnesses.

An application for an order under this section may be made by the Registrar, the Official Assignee, or by the liquidator of the company, or by a person who is, or has been, a member or creditor of the company; and on the hearing of—

the Registrar, the Official Assignee, or liquidator must appear and call the attention of the Court to any matters which seem to him or her to be relevant, and may give evidence or call witnesses.

An order may be made under this section even though the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made.

For the purposes of this section, the expression ‘officer’ includes a person in accordance with whose directions or instructions the directors of the company have been accustomed to act.

The Registrar of the Court must, as soon as practicable after the making of an order under this section, give notice to the Registrar that the order has been made and the Registrar must give notice in the Gazette of the name of the person against whom the order is made.

Every person who contravenes an order made under this section commits an offence and is liable on conviction on indictment to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, the term ‘company’ includes an overseas company that carries on business in New Zealand.

A person who acts in contravention of section 199k of this Act or an order made under section 199l of this Act is personally liable to—

while that person was so acting.

This section applies in relation to a company—

This section also applies in relation to a company the winding up or liquidation of which has been completed whether or not the company has been dissolved.

The Registrar may, by notice in writing given to a person, prohibit that person from being a director or promoter of, or being concerned in, or taking part, whether directly or indirectly, in the management of, a company during such period not exceeding 5 years after the date of the notice as is specified in the notice. Every notice shall be published in the Gazette.

The power conferred by subsection (3) of this section may be exercised in relation to—

The Registrar must not exercise the power conferred by subsection (3) of this section unless—

No person to whom a notice under subsection (3) of this section applies shall be a director or promoter of, or be concerned or take part, whether directly or indirectly, in the management of, a company.

Where a person to whom the Registrar has issued a notice under subsection (3) of this section appeals against the issue of the notice under this Act or otherwise seeks judicial review of the notice, the notice remains in full force and effect pending the determination of the appeal or review, as the case may be.

The Registrar may, by notice in writing to a person to whom a notice under subsection (3) of this section has been given,—

Every such notice shall be published in the Gazette.

Every person to whom a notice under subsection (3) of this section is given who fails to comply with the notice commits an offence and is liable on conviction on indictment to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

In this section, the term ‘company’ includes an overseas company that carries on business in New Zealand.

A person who acts in contravention of a notice under section 199n of this Act is personally liable to—

while that person was so acting.

The acts of a person as a director are valid even though—

Every company must have a secretary.

If the office of secretary is vacant or the person holding office as secretary is unable to act, any person holding office as an assistant or deputy secretary may act as secretary of the company. If the office of assistant or deputy secretary is also vacant or the person holding that office is unable to act, a person authorised by the board may, subject to the terms of the authorisation, act as secretary of the company.

Only a natural person who has attained the age of 18 years can be appointed or hold office as secretary of a company, or as an assistant or deputy secretary of a company or be authorised to act as secretary of a company.

The board of a company may, subject to any restrictions contained in the articles of the company, authorise—

if the board is satisfied that to do so is fair to the company and a written statement setting out the particulars of the payment or benefit, loan, guarantee, or contract is approved by the board.

The payment of remuneration or the giving of any other benefit to a director in accordance with a contract authorised under subsection (1) of this section need not be separately authorised under that subsection.

Directors who vote in favour of authorising a payment, benefit, loan, guarantee, or contract under subsection (1) of this section must sign a certificate stating that, in their opinion, the making of the payment or the provision of the benefit, or the making of the loan, or the giving of the guarantee, or the entering into of the contract is fair to the company, and the grounds for that opinion.

Where a payment is made or other benefit provided or a guarantee is given to which subsection (1) of this section applies and either—

the director or former director to whom the payment is made or the benefit is provided, or in respect of whom the guarantee is given, as the case may be, is personally liable to the company for the amount of the payment, or the monetary value of the benefit, or any amount paid by the company under the guarantee, except to the extent to which he or she proves that the payment or benefit or guarantee was fair to the company at the time it was made, provided, or given.

Where a loan is made to which subsection (1) of this section applies and either—

the loan becomes immediately repayable to the company by the director, notwithstanding the terms of any agreement relating to the giving of the loan, except to the extent to which he or she proves that the loan was fair to the company at the time it was given.

A provision requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

The report by the directors under section 161 of this Act must include particulars of every notice or statement given to or approved by the board under any of sections 194, 199, 199c, and 199r of this Act during the period to which the report relates.”

Except as provided in this section, a company must not indemnify, or directly or indirectly effect insurance for, a director or employee of the company or a related company in respect of—

An indemnity given in breach of this section is void.

A company may, if expressly authorised by its articles, indemnify a director or employee of the company or a related company for any costs incurred by him or her in any proceeding—

A company may, if expressly authorised by its articles, indemnify a director or employee of the company or a related company in respect of—

not being criminal liability or liability in respect of a breach, in the case of a director, of the duty specified in section 185 of this Act or, in the case of an employee, of any fiduciary duty owed to the company or related company.

A company may, if expressly authorised by its articles and with the prior approval of the board, effect insurance for a director or employee of the company or a related company in respect of—

The directors who vote in favour of authorising the effecting of insurance under subsection (5) of this section must sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the company.

The board of a company must ensure that particulars of any indemnity given to, or insurance effected for, any director or employee of the company or a related company are included in the report by the directors under section 161 of this Act.

Where insurance is effected for a director or employee of a company or a related company and—

the director or employee is personally liable to the company for the cost of effecting the insurance except to the extent that he or she proves that it was fair to the company at the time the insurance was effected.

In this section,—