Companies Act 1955 Regulations 1994

Regulations

Schedule 1 Forms

Schedule 2 Regulations revoked

Explanatory note

Form 1 Application for reservation of company name

Form 2 Application to change name of company

Form 3 Particulars of a contract relating to shares

Form 4 Notice of increase in share capital

Form 5 Certificate of execution of instrument creating charge and particulars of charge

Certificate of execution of deed or giving of debenture and particulars of charge

Certificate of acquisition of property subject to charge and particulars of charge

Form 6 Certificate of registration of charge

Form 7 Register of charges

Form 8 Declaration that the conditions of section 117(1)(a) and (b) of the Companies Act 1955 have been complied with

Form 9 Declaration that the provisions of section 117(2)(b) of the Companies Act 1955 have been complied with

Form 10 Particulars of directors and secretaries and of any changes therein

Form 11 Notice to dissenting shareholders

Form 12 Notice to non-assenting shareholders

Form 13 Consent and certificate of director or directors of amalgamated company or proposed company

Form 14 Request to remove company from register

1 Title and commencement

2 Interpretation

(a)

(b)

(c)

(d)

3 Office hours

(a)

(b)

4 Forms

5 General requirements for documents

(a)

(b)

(c)

(d)

(a)

(b)

6 Reservation of names

7 Notices by transferee company under section 208

(a)

(b)

(i)

(ii)

8 Revocations

Notes:

1

2

3

4

1

2

3

4

5

1

2

Companies Regulations 1956 (SR 1956/210)

Companies Regulations 1956, Amendment No 1 (SR 1957/256)

Companies Regulations 1956, Amendment No 2 (SR 1967/243)

Companies Regulations 1956, Amendment No 4 (SR 1975/272)

Companies Regulations 1956, Amendment No 5 (SR 1978/165)

Companies Regulations 1956, Amendment No 6 (SR 1990/37)

**Particulars of contract relating to shares allotted as fully or partly paid up otherwise than in cash by [specify] Limited**

Notes

1 General

2 Legal status

3 Editorial and format changes

4 Amendments incorporated in this consolidation

The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

Note 4 at the end of this version provides a list of the amendments included in it.

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

Pursuant to section 12 of the Companies Act 1955, Her Excellency the Governor-General, acting by and with the advice and consent of the Executive Council, hereby makes the following regulations.

(1)

These regulations may be cited as the Companies Act 1955 Regulations 1994.

(2)

These regulations shall come into force on 1 July 1994.

(1)

In these regulations, unless the context otherwise requires,—

the Act means the Companies Act 1955

working day means a day of the week other than—

Saturday, Sunday, Good Friday, Easter Monday, Anzac Day, the Sovereign’s birthday, Labour Day, and Waitangi Day; and

a day in the period commencing with 25 December in any year and ending with 2 January in the following year; and

if 1 January in any year falls on a Friday, the following Monday; and

if 1 January in any year falls on a Saturday or a Sunday, the following Monday and Tuesday.

(2)

Unless the context otherwise requires, words or expressions in these regulations have the same meaning as in the Act.

(1)

The office of each District Registrar shall be open to the public for the transaction of business on every working day, during such hours as the Registrar of Companies fixes from time to time, either generally or in any particular case.

(2)

Where,—

in relation to a company, any document is required to be delivered or any thing is required to be done to a District Registrar or an Assistant Registrar in whose office the records relating to the company are kept within a period specified by the Act or these regulations; and

the last day of that period falls on the day of the anniversary of the province in which that office is situated,—

the document may be delivered or that thing may be done to that District Registrar or Assistant Registrar on the next working day.

(1)

The forms set out in Schedule 1 shall be used for the purposes of the Act, and the particulars contained therein are hereby prescribed as the particulars required under the Act.

(2)

If a prescribed form continues on 2 or more pages the following heading must appear at the top of each of those pages:


Name of company/ proposed company				Company No/name reservation No


*Delete if not applicable.

(1)

All documents prepared to be registered or to be delivered, sent, or forwarded to the Registrar must—

be on international A4 size white or light pastel coloured paper of medium weight and good quality:

be legible and clearly typewritten or printed:

have a binding margin at least 2.7 cm wide:

be fastened together in the top left-hand corner with a sufficient paper fastener where there are more sheets than 1.

(2)

Where a document is required to be signed, the signature must be an original signature and, immediately below it the name of the signatory must be—

legibly typed, printed, or stamped; or

legibly written in the style of printed matter.

(3)

Carbon copies shall not be received by the Registrar.

(4)

Except by special leave of the Registrar, granted upon such conditions as the Registrar thinks fit, no document shall be received by the Registrar which does not comply with this regulation.

(1)

The reservation of the name of a company that it is proposed to register pursuant to section 2(3) of the Companies Amendment Act 1993 or in respect of a proposed change of the name of an existing company, as the case may be, does not give the applicant or any proposed or existing company in respect of which the application is made any proprietary right or interest in the name.

(2)

At the same time the Registrar issues a notice reserving a name, the Registrar must advise the applicant in writing that the reservation of name does not give the applicant or any proposed or existing company in respect of which the application is made any proprietary right or interest in the name.

(3)

A notice reserving the name must accompany the documents required to be delivered or given to the Registrar in respect of the registration of a company under the Act pursuant to section 2(3) of the Companies Amendment Act 1993.

Any notice to be given under subsection (1) or subsection (2) of section 208 of the Act by the transferee company to any dissenting shareholder or to any shareholder who has not assented to the scheme or contract shall—

in the case of a shareholder who is entitled to the notice otherwise than by reason of being the holder of a share warrant to bearer, be given to him or her personally or by sending it by post to him or her at his or her address registered in the books of the transferor company or (if he or she has no address within New Zealand so registered) to the address, if any, within New Zealand supplied by him or her to the transferor company for the giving of notice to him or her; and

in the case of a shareholder who is entitled to the notice only by reason of being the holder of a share warrant to bearer, be given in form 11 or form 12, as the case may be, with any necessary adaptations to meet the circumstances of the case, and shall be given—

in cases where the articles of the transferor company provide that notice to such shareholders may be given by advertisement, by advertisement in the manner so provided; and

in any other case in such manner as the Registrar may direct.

The regulations specified in Schedule 2 are hereby revoked.

r 4

1	Application for reservation of company name
2	Application to change name of company
3	Particulars of a contract relating to shares
4	Notice of increase in share capital
5	Certificate of execution of instrument creating charge and particulars of charge
	Certificate of execution of deed or giving of debenture and particulars of charge
	Certificate of acquisition of property subject to charge and particulars of charge
6	Certificate of registration of charge
7	Register of charges
8	Declaration that the conditions of section 117(1)(a) and (b) of the Companies Act 1955 have been complied with
9	Declaration that the provisions of section 117(2)(b) of the Companies Act 1955 have been complied with
10	Particulars of directors and secretaries and of any changes therein
11	Notice to dissenting shareholders
12	Notice to non-assenting shareholders
13	Consent and certificate of director or directors of amalgamated company or proposed company
14	Request to remove company from register

Section 32(1), Companies Act 1955

					Document No

					(for office use only)

[This form is for use only where it is proposed to change the name of a company that is already incorporated under the Companies Act 1955 or for the incorporation of a co-operative company in accordance with section 2(3) of the Companies Amendment Act 1993.] [Please note that the information in this form must be either typewritten or printed. It must not be handwritten.]

Full name of applicant* Postal address
Full name of applicant* Postal address


Proposed company name (preferred choice)				Name reservation No
Proposed company name (preferred choice)
				(for official use only)


Proposed company name (first alternative)
Proposed company name (first alternative)


Proposed company name (second alternative)
Proposed company name (second alternative)

*In the case of a natural person, please give surname in BLOCK letters followed by first name(s).

Change of name of existing company: If this application relates to a proposed change of name of an existing company, give the name and registered number of the company in the boxes below.

			Company No


Signature of applicant:
Name of applicant:
Date:


Presented by				Account No

Postal address				Telephone

				Facsimile
				.

Section 32A, Companies Act 1955

					Document No

					(for office use only)

	[Please note that the information in this form must be either typewritten or printed. It must not be handwritten.]

	Present name of company					Company No
	Present name of company


	Full name of applicant* Postal address


	Proposed name of company


	*In the case of a natural person, please give surname in BLOCK letters followed by first name(s).

	The notice reserving the proposed name of the company is attached to this application.

	Signature of director/authorised person:

	Name of director/authorised person:

	Date:


Presented by				Account No

Postal address				Telephone

				Facsimile
				.

Section 60(2), Companies Act 1955

					Document No

					(for office use only)

[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company

Company No

[The particulars must be stamped with the same stamp duty as would have been payable if the contract had been reduced to writing.]


1	The number of shares allotted as fully or partly paid up otherwise than in cash
2	The nominal amount of each such share	$
3	The amount to be considered as paid up on each such share otherwise than in cash	$
4	If the consideration for the allotment of the shares is services, or any consideration other than that mentioned below in paragraph 5, state the nature of the consideration, and the number of shares so allotted
5	If the allotment is made in satisfaction or part satisfaction of the purchase price of property, give a brief description of the property, and full particulars of the manner in which the purchase price is to be satisfied	1	Brief description of property:
		2	Purchase price		$
			(a)	Total amount considered as paid on shares allotted otherwise than in cash	$
			(b)	Cash	$
			(c)	Amount of debt released or liabilities assumed by the purchaser (including mortgages on property acquired)	$
			Total purchase price		$

6	Give full particulars, in the form of the following table, of the property which is the subject of the sale, showing in detail how the total purchase price is apportioned between the respective heads:
			$
		Legal estates in freehold property and fixed plant and machinery and other fixtures thereon*
		Legal estates in leasehold property*
		Fixed plant and machinery on leasehold property (including tenants’, trade, and other fixtures)
		Equitable interests in freehold or leasehold property*
		Loose plant and machinery, stock in trade, and other chattels†
		Goodwill
		Benefit of contracts
		Patents, designs, trade marks, licences, copyrights, etc
		Book and other debts
		Cash in hand
		Cash at bank on current account, bills, notes, etc
		Cash on deposit at bank or elsewhere
		Shares, debentures, and other investments
		Other property, viz
			$

	Signature of director/secretary:
	Name of director/secretary:
	Date:
	*	Where properties are sold subject to mortgage, the gross value should be shown.
	†	No plant and machinery which was not in an actual state of severance on the date of the sale should be included under this head.


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 72, Companies Act 1955

					Document No

					(for office use only)

[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company				Company No
Name of company

The above named company hereby gives notice pursuant to section 72 of the Companies Act 1955 that the company resolved to increase its share capital on


	Day	Month	Year
The text of the resolution is as follows:
[Here set out the exact text of the resolution.]


The additional capital of			$	(which increases the share of the company

to	$	) is divided as follows:

Number of shares		Class of shares	Nominal amount of each share

The conditions (eg, voting rights, dividends, etc) subject to which the new shares have been or are to be issued are as follows:

[If any of the new shares are preference shares state whether they are redeemable or not.]

Signature of director/secretary:
Name of director/secretary:
Date:


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 102(1), Companies Act 1955

Section 102(7), Companies Act 1955

Section 104, Companies Act 1955

				Document No

				(for office use only)

(This form is for use by companies incorporated under the Companies Act 1955, the Companies Act 1993, and for companies reregistered under the Companies Act 1993)
[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company				Company No
Name of company

I [name] certify that [specify] Limited did on [date] execute an instrument creating a charge/give a debenture/acquire property subject to a charge, particulars of which are described below. Annexed and marked with the letter “A” is a true copy of the instrument.*

Signature of solicitor to the company/officer of the company:

Office use only
	Date of registration:	Serial No on file:


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 105(2), Companies Act 1955

Office use only
	Date of registration:	Serial No on file:

Sections 105(1) and 107(1), Companies Act 1955

Office use only
	Date of registration:	Serial No on file:

Partial satisfaction/release/disposition

Doc No	Reg Date	Property subject to satisfaction/release/disposition	Initials
	_______	______________________________	_____
	_______	______________________________	_____


Receiver or manager	Name:	Entry checked by:
	Date of appointment:
	Date of ceasing to act:

Section 117(1)(c), Companies Act 1955

					Document No

					(for office use only)

[To be used by a company which issued a prospectus on or with reference to its formation]
[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company				Company No
Name of company

I, [name], of [address], being the secretary (a director) of [specify] Limited, do solemnly and sincerely declare—

1		That the amount of the share capital of the company offered to the public for subscription is $[amount].

2		That shares held subject to the payment of the whole amount thereof in cash have been allotted to the amount of $[amount], being an amount of not less in the whole than the minimum subscription.

*3		That every director of the company has paid to the company on each of the shares taken or contracted to be taken by him or her and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription, except the following director(s) namely [specify*], who has (have) not taken or contracted to take any shares for which he or she is (they are) liable to pay in cash.

*That no director of the company has taken or contracted to take any shares for which he or she is liable to pay in cash.

		And I make this solemn declaration conscientiously believing the same to be true and by virtue of the Oaths and Declarations Act 1957.

Declared at [place] [date] before me—			}


Signature of Justice of the Peace, solicitor of the High Court, notary public, Registrar or Deputy Registrar of the High Court or of any District Court, or other person authorised to administer an oath:
*Delete if not applicable.


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 117(2)(c), Companies Act 1955

					Document No

					(for office use only)

[To be used by a company having a share capital that has not issued a prospectus]
[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company				Company No
Name of company

I, [name], of [address], being the secretary (a director) of [specify] Limited, do solemnly and sincerely declare—

*That every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him or her and for which he or she is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash, *except the following director(s) namely [specify], who has (have) not taken or contracted to take any shares for which he or she is (they are) liable to pay in cash.

*That no director of the company has taken or contracted to take any shares for which he or she is liable to pay in cash.

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the Oaths and Declarations Act 1957.

Declared at [place] [date] before me—		}
		}

	Signature of Justice of the Peace, solicitor of the High Court, notary public, Registrar or Deputy Registrar of the High Court or of any District Court, or other person authorised to administer an oath:
*Delete if not applicable.


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 200(4), Companies Act 1955

					Document No

					(for office use only)

[Please note that the information in this form must be either typewritten or printed. It must not be handwritten. If there is insufficient space on the form to supply the information required, attach a separate sheet containing the information set out in the prescribed format.]

Name of company				Company No
Name of company

Particulars of the directors¹ of the abovenamed company and of any changes therein
Present Christian name or names and surname²	Any former Christian name or names and surnames³	Nationality	Usual residential address	Business occupation or other directorships or one of them. If none, state so)⁴	Changes and date thereof⁵

Particulars of the secretaries of the abovenamed company and of any changes therein
Present Christian name or names and surname²	Any former Christian name or names and surname³	Usual residential address⁶	Changes and date thereof⁵

Signature of director/secretary:
Name of director/secretary:
Date:

1	“Director” includes any person who occupies the position of a director by whatever name called.
2	“Christian name” includes a forename, and “surname” in the case of a peer or a person usually known by a title different from his or her surname means that title.
3	“Former Christian name” and “former surname” do not include—
		(i)	in the case of a peer or a person usually known by a British title different from his or her surname, the name by which he or she was known before the adoption of or succession to the title; or
		(ii)	in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years; or
		(iii)	in the case of a married woman, the name or surname by which she was known before the marriage.
4	In the case of an individual who has no business occupation but holds any other directorship or directorships, particulars of that directorship or of some one of those directorships must be entered.
5	A complete list of the directors and secretaries shown as existing in the last particulars delivered should always be given. A note of the changes since the last list should be made in this column, eg, by placing against a new director or secretary’s name the words “in place of [specify]”, and by writing against any former director or secretary’s name the words “dead”, “resigned”, or as the case may be. In the case of a change due to death, also state the date on which the company received a letter advising it of such death or the date on which an officer of the company learnt of such death, whichever is the earlier.
6	Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated.


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 208(1), Companies Act 1955

	Re¹	[specify] Limited (hereinafter called “the transferor company”
Notice	by²	[specify] Limited (hereinafter called “the transferee company”
To³

Whereas on [date], the transferee company made an offer to all the holders of⁴ [specify] shares in the transferor company [state shortly the nature of the offer]: And whereas up to [date], being a date within 4 months of the date of the making thereof, that offer was approved by the holders of not less than nine-tenths in value of those shares (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary):

Now, therefore, the transferee company, pursuant to the provisions of section 208(1) of the Companies Act 1955, hereby gives you notice that it desires to acquire the⁴ [specify] shares held by you in the transferor company:

And further take notice that, unless upon an application made to the High Court by you,³ [specify] on or before [date], being 1 month from the date of this notice, the court thinks fit to order otherwise, the transferee company will be entitled and bound to acquire the ⁴ [specify] shares held by you in the transferor company on the terms of the above-mentioned offer approved by the approving⁴ [specify] shareholders in the transferor company.


Signature of director/secretary:
Name of director/secretary:
Date:

Notes:

Name of transferor company.

Name of transferee company.

Name and address of dissenting shareholder.

If the offer is limited to a certain class or classes of shareholders, state description of that class or those classes.

Section 208(2), Companies Act 1955

	Re¹	[specify] Limited (hereinafter called “the transferor company”
Notice	by²	[specify] Limited (hereinafter called “the transferee company”
To³

Whereas a scheme or contract involving the transfer of the⁴ [specify] shares in the transferor company to the transferee company was up to [date], being a date within 4 months of the making of the offer in that behalf by the transferee company, approved by the holders of not less than nine-tenths in value of those shares (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary):

And whereas in pursuance of that scheme or contract⁵ [specify] shares were on [date] transferred to the transferee company or to its nominee:

Now, therefore, the transferee company, pursuant to section 208(2) of the Companies Act 1955, hereby gives you notice that those shares together with such other shares in the transferor company as were held by, or by a nominee for, the transferee company or its subsidiary on the said date comprise or include nine-tenths in value of the⁴ [specify] shares in the transferor company:

And further take notice that you may, within 3 months from the giving of this notice, give notice that you require the transferee company to acquire your holding of⁴ [specify] shares in the transferor company, and that if you give such a notice the transferee company will be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to it, or on such other terms as may be agreed or as the High Court on the application of either the transferee company or yourself (yourselves) thinks fit.


Signature of director/secretary:
Name of director/secretary:
Date:

Notes:

Name of transferor company.

Name of transferee company.

Name and address of non-assenting shareholder.

If the offer is limited to a certain class or classes of shareholders, state description of that class or those classes.

State amount of shares transferred.

Section 209E(f), Companies Act 1955

					Document No

					(for office use only)

[Please note that the information in this form must be either typewritten or printed. It must not be handwritten.]

[If the amalgamated company is a public company or a private company having more than 1 director, attach a separate sheet or sheets with the consent and certificate of the additional director or directors set out in the prescribed format.]


Name of amalgamated company/proposed company		Company No/ Name reservation No
Name of amalgamated company/proposed company
	*Delete if not applicable.


Director’s surname
First name(s)

Residential address

I consent to act as director of the above amalgamated company/proposed company and certify that I am not disqualified from being appointed, or holding office as, a director of a company.

*Delete if not applicable.

Signature:
Name:
Date:


	Presented by				Account No

	Postal address				Telephone

					Facsimile

Section 293(1)(d), Companies Act 1955

					Document No

					(for office use only)

[Please note that the information in this form must be either typewritten or printed. It must not be handwritten.]


Name of company				Company No
Name of company

[Full name], being a member authorised by special resolution of the members of the abovenamed company to make this application*/a director authorised by the board of the abovenamed company to make this application*/a person authorised by the memorandum or articles to make this application*, request that the abovenamed company be removed from the register.

The grounds on which this request is made are:

*The company has ceased to carry on business, has discharged in full its liabilities to all its known creditors, and has distributed its surplus assets in accordance with its memorandum and articles of association and the Companies Act 1955.

*The company has no surplus assets after paying its debts in full or in part, and no creditor has applied to the court under section 211 of the Companies Act 1955 for an order putting the company into liquidation.

The following documents accompany this request:

Written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being removed from the register.

A copy of the special resolution of members under section 293(1)(d)(i) of the Companies Act 1955*.

Signature of member*/director*/authorised person*:

Name of member*/director*/authorised person*:

Date:

*Delete if not applicable.


	Presented by				Account No

	Postal address				Telephone

					Facsimile

r 8

Marie Shroff,
Clerk of the Executive Council.

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

These regulations replace the Companies Regulations 1956. The regulations prescribe the forms required under the Companies Act 1955, prescribe the requirements for documents registered under that Act, and provide for certain other matters.

The regulations come into force on 1 July 1994 and take account of the amendments to the principal Act made by the Companies Amendment Act 1993 which comes into force on that date.

Issued under the authority of the Legislation Act 2019.

Date of notification in Gazette: 16 June 1994.

This is a consolidation of the Companies Act 1955 Regulations 1994 that incorporates the amendments made to the legislation so that it shows the law as at its stated date.

A consolidation is taken to correctly state, as at its stated date, the law enacted or made by the legislation consolidated and by the amendments. This presumption applies unless the contrary is shown.

Section 78 of the Legislation Act 2019 provides that this consolidation, published as an electronic version, is an official version. A printed version of legislation that is produced directly from this official electronic version is also an official version.

The Parliamentary Counsel Office makes editorial and format changes to consolidations using the powers under subpart 2 of Part 3 of the Legislation Act 2019. See also PCO editorial conventions for consolidations.

Companies Amendment Act 2013 (2013 No 111): section 13(b)

Description of charge:

Date of creation of charge:
(or date of acquisition of property subject to the charge)

Amount secured by the charge:

Short particulars of the property charged:

Names of persons entitled to
the charge: