“138A Offence for serious breaches of certain duties

• “(1) Every director of a company who does an act acts, or omits to do an act, in breach of the duty in section 131 (duty of directors to act in good faith and in best interests of company) commits an offence if he or she knows that the act or omission that conduct is seriously detrimental to the interests of the company.

  “(2) Every director of a company who does an act acts, or omits to do an act, in breach of the duty in section 135 (reckless trading) commits an offence if he or she knows that the act or omission that conduct will result in serious loss to the company's creditors.

  “(3) A person who commits an offence under this section is liable on conviction to the penalties set out in section 373(4).”

138A(3)

Offence for serious breaches of certain duties

“enforcement country means a country, State, or territory outside New Zealand prescribed for the purposes of section 10(e) section 10(d)

“limited partnership has the meaning set out in section 6 of the Limited Partnerships Act 2008

“officer, in relation to a company, includes a resident agent

“overseas limited partnership has the meaning set out in section 4 of the Limited Partnerships Act 2008

“resident agent has the meaning set out in section 193B

“ultimate holding company, in relation to a company, means a body corporate that—

• “(a) is a holding company of the company; and

• “(b) is itself not a subsidiary of any body corporate

“ultimate holding company information has the meaning set out in section 94A”.

• “(e) if no director lives in New Zealand or an enforcement country, a resident agent.”

• “(d) 1 or more directors, of whom at least 1 must—

  • “(i) live in New Zealand; or

  • “(ii) live in an enforcement country and be a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country.”

• “(5) Paragraphs (b) to (d) of subsection (1) do not include a resident agent to the extent that he or she acts only as a resident agent.”

• “(b) in relation to every director of the proposed company,—

  • “(i) his or her full name and date and place of birth; and

  • “(ii) his or her residential address; and

  • “(iii) if the residential address is in an enforcement country, whether the director is a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country and, if so, the prescribed information; and”.

• “(ca) the proposed company's ultimate holding company information; and”.

“Ultimate holding company

“94A Meaning of ultimate holding company information

• For the purposes of this Act, ultimate holding company information means information about whether a company has an ultimate holding company and, if the company does, the following information:

  • “(a) the name of the ultimate holding company:

  • “(b) the ultimate holding company's country of registration:

  • “(c) the ultimate holding company's registration number or code (if any):

  • “(d) the ultimate holding company's address for service:

  • “(e) any other prescribed information.

“94B Notice of ultimate holding company changes

• “(1) The board of a company must ensure that notice (in the form and manner required by the Registrar) of any changes in the company's ultimate holding company information is delivered to the Registrar for registration.

  “(2) A notice under subsection (1) must—

  • “(a) specify the date of the change; and

  • “(b) include the new ultimate holding company information; and

  • “(c) be delivered to the Registrar within 20 working days of the date of the change.

  “(3) If a board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).”

• “(b) include, in relation to every person who is a director of the company from the date of the notice, the information required by section 12(2)(b)(i) to (iii); and”.

• “(ca) the company's ultimate holding company information:”.

• “(c) in relation to every director of the amalgamated company, the information required by section 12(2)(b)(i) to (iii):”.

• “(ea) the ultimate holding company information of each of the amalgamating companies and of the amalgamated company:”.

• “(6) This section is subject to section 367A.”

“367A Confidentiality of director information

• “(1) The Registrar must treat director information as confidential and must not make it available to a member of the public.

  “(2) The Official Information Act 1982 does not apply to director information.

  “(3) In this section, director information means a director's date and place of birth.

  “Compare: 2008 No 1 s 115”.

“Appointment and removal of resident agent

“193B Meaning of resident agent

• In this Act, resident agent, in relation to a company, means—

  • “(a) the person named as the resident agent on an application for registration or amalgamation proposal; or

  • “(b) the person appointed under section 193I or 193T (even if the appointment was defective).

“193C Number of resident agents

• A company may not have more than 1 resident agent.

“193D Qualifications of resident agent

• “(1) A natural person who is not disqualified by subsection (2) may be appointed as a resident agent of a company.

  “(2) The following persons are disqualified from being appointed or holding office as a resident agent of a company:

  • “(a) a person who does not live in New Zealand:

  • “(b) an auditor of the company:

  • “(c) a person who is under 18 years of age:

  • “(d) a person who is an undischarged bankrupt:

  • “(e) a person who is subject to an order made under the Companies Act 1955 that continues to have effect prohibiting him or her from being a director, officer, or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act:

  • “(f) a person who is prohibited from being a director, resident agent, or promoter of, or being concerned or taking part in the administration or management of, a company under section 382, 383, or 385, or 385AA of this Act:

  • “(g) a person who is prohibited from being a general partner, resident agent, or promoter of, or being concerned or taking part in the administration or management of, a limited partnership under section 103A, 103B, 103D, or 103E of the Limited Partnerships Act 2008:

  • “(h) a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Securities Act 1978 or the Securities Markets Act 1988 or the Takeovers Act 1993:

  • “(i) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a director of an overseas company:

    • “(ii) being a promoter of an overseas company:

    • “(iii) being concerned or taking part in the management of an overseas company:

  • “(j) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a general partner of an overseas limited partnership:

    • “(ii) being a promoter of an overseas limited partnership:

    • “(iii) being concerned or taking part in the management of an overseas limited partnership:

  • “(k) a person who is subject to a property order made under section 30 or 31 of the Protection of Personal and Property Rights Act 1988.

  “(3) A person that is not a natural person cannot be a resident agent of a company.

  “(4) A person who is disqualified from being a resident agent but who acts as a resident agent is a resident agent for the purposes of a provision of this Act that imposes a duty or an obligation on a resident agent of a company.

“193E Resident agent's consent required

• A person must not be appointed a resident agent of a company unless he or she has consented in writing to be a resident agent and certified that he or she is not disqualified from being appointed or holding office as a resident agent of a company.

“193F Application for registration if proposed company must have resident agent

• “(1) If a proposed company must have a resident agent because of the requirements of section 10(e), an application for registration of a company must—

  • “(a) state the full name, residential address, and business address of the resident agent of the proposed company; and

  • “(b) have attached the form of consent and certificate required pursuant to section 193E.

  “(2) The requirements in subsection (1) are in addition to the requirements of section 12.

“193G Term of resident agency

• A resident agent holds office from the date of registration, the date the amalgamation proposal is effective, or the date of an appointment under section 193I or 193T (as the case may be) until that person ceases to hold office as a resident agent in accordance with this Act.

“193H Resident agent ceasing to hold office

• “(1) The office of resident agent is vacated if—

  • “(a) the company no longer must have a resident agent; or

  • “(b) the person holding office as resident agent—

    • “(i) resigns in accordance with subsection (2); or

    • “(ii) is removed from office; or

    • “(iii) becomes disqualified from holding office as a resident agent pursuant to section 193D; or

    • “(iv) dies.

  “(2) A resident agent of a company may resign office by signing a written notice of resignation and delivering it to the company's address for service.

  “(3) The notice of resignation is effective when it is received at the company's address for service or at a later time specified in the notice.

  “(4) The board of a company must ensure that notice (in the prescribed form) that a resident agent's office is vacated under subsection (1)(b)(iv) is delivered to the Registrar for registration.

  “(5) The person no longer holding office as resident agent must ensure that notice (in the prescribed form) that a resident agent's office is vacated under any of subsection (1)(a), (1)(b)(i), (ii), or (iii) is delivered to the Registrar for registration.

  “(6) If a board of a company fails to comply with subsection (4), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

  “(7) If a person no longer holding office as a resident agent fails to comply with subsection (5), the person commits an offence and is liable on conviction to the penalty set out in section 373(1).

“193I Post-registration appointment of resident agent

• “(1) If a company must have a resident agent because of the requirements of section 10(e), the company must, within the time required by subsection (2), appoint a resident agent.

  “(2) An appointment under subsection (1) must be made within 20 working days after—

  • “(a) the company first becomes aware of the death of its resident agent; or

  • “(b) the office of resident agent is vacated for any other reason referred to in section 193H(1).

  “(3) If a company fails to comply with subsection (1), the Registrar may remove the company from the register under section 193K.

  “(4) If a company fails to comply with subsection (1),—

  • “(a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and

  • “(b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“193J Notice of resident agent appointment or change

• “(1) The board of a company must ensure that notice (in the prescribed form) of the following is delivered to the Registrar for registration:

  • “(a) an appointment of a resident agent after the registration of the company; or

  • “(b) a change in the name, residential address, or business address of the company's resident agent.

  “(2) A notice under subsection (1) must—

  • “(a) specify the date of the appointment or change; and

  • “(b) include the full name, residential address, and business address of the resident agent; and

  • “(c) in the case of an appointment, have attached the form of consent and certificate required pursuant to section 193E; and

  • “(d) be delivered to the Registrar within 10 working days after—

    • “(i) the appointment; or

    • “(ii) the date the company first becomes aware of the change.

  “(3) If a board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“193K Removal of company from register for failure to appoint resident agent

• If a company must appoint a resident agent but has failed to comply with section 193I(1) or 193T(1), the Registrar may insert a note of warning against the company's entry in the register and then remove the company from the register as if section 318(1)(b) applies, and sections 318(4), 319, 321, 322, 324 to 326, and 328 to 331 apply with all necessary modifications.

“Offences by resident agents

“193L Offence by resident agent if director fails to comply with certain provisions

• “(1) Subject to subsection (2), if a director fails to comply with either section 90(1) or section 206(2), the resident agent commits an offence and is liable on conviction to the penalty set out in section 373(1).

  “(2) Where the director’s failure to comply relates to the content of any document, the resident agent is not liable unless it is proved that the resident agent knew that the content was incorrect.

  “(3) The liability imposed on a resident agent by this section does not limit or affect the liability of the director.

  “(4) It is a defence to a resident agent charged with an offence under this section if the resident agent proves that—

  • “(a) the director took all reasonable and proper steps to ensure that the requirements of the relevant subsection referred to in subsection (1) would be complied with; or

  • “(b) the resident agent took all reasonable and proper steps to ensure that the director complied with the requirements of the relevant subsection referred to in subsection (1); or

  • “(c) in the circumstances he or she could not reasonably have been expected to take steps to ensure that the director complied with the requirements of the relevant subsection referred to in subsection (1).

“193M Offence by resident agent if board fails to comply with certain provisions

• “(1) Subject to subsection (2), if a board fails to comply with any of the following subsections, the resident agent commits an offence and is liable on conviction to the penalty set out in section 373(1):

  • “(a) section 32(3):

  • “(b) section 33(3):

  • “(c) section 33(4):

  • “(d) section 43(1):

  • “(e) section 44(3):

  • “(f) section 47(5):

  • “(g) section 49(3):

  • “(h) section 58(3):

  • “(i) section 159(1):

  • “(j) section 176(3):

  • “(k) section 190(2):

  • “(l) section 193J(1):

  • “(m) section 194(1):

  • “(n) section 194(2):

  • “(o) section 194(3):

  • “(p) section 206(1):

  • “(q) section 214(1):

  • “(r) section 214(2):

  • “(s) section 236(4):

  • “(t) section 237(2).

  “(2) Where the board’s failure to comply relates to the content of any document, the resident agent is not liable unless it is proved that the resident agent knew that the content was incorrect.

  “(3) The liability imposed on a resident agent by this section does not limit or affect the liability of the board.

  “(4) It is a defence to a resident agent charged with an offence under this section if the resident agent proves that—

  • “(a) the board took all reasonable and proper steps to ensure that the requirements of the relevant subsection referred to in subsection (1) would be complied with; or

  • “(b) the resident agent took all reasonable and proper steps to ensure that the board complied with the requirements of the relevant subsection referred to in subsection (1); or

  • “(c) in the circumstances he or she could not reasonably have been expected to take steps to ensure that the board complied with the requirements of the relevant subsection referred to in subsection (1).

“193N Offence by resident agent if company fails to comply with certain provisions

• “(1) Subject to subsection (2), if a company fails to comply with any of the following subsections, the resident agent commits an offence and is liable on conviction to the penalty set out in section 373(1):

  • “(a) section 87(1):

  • “(b) section 87(2):

  • “(c) section 88(2):

  • “(d) section 88(3):

  • “(e) section 188(1):

  • “(f) section 188(5):

  • “(g) section 189(1):

  • “(h) section 189(4):

  • “(i) section 195(2):

  • “(j) section 196(6):

  • “(k) section 215(1).

  “(2) Where the company’s failure to comply relates to the content of any document, the resident agent is not liable unless it is proved that the resident agent knew that the content was incorrect.

  “(3) The liability imposed on a resident agent by this section does not limit or affect the liability of the company.

  “(4) It is a defence to a resident agent charged with an offence under this section if the resident agent proves that—

  • “(a) the company took all reasonable and proper steps to ensure that the requirements of the relevant subsection referred to in subsection (1) would be complied with; or

  • “(b) the resident agent took all reasonable and proper steps to ensure that the company complied with the requirements of the relevant subsection referred to in subsection (1); or

  • “(c) in the circumstances he or she could not reasonably have been expected to take steps to ensure that the company complied with the requirements of the relevant subsection referred to in subsection (1).

“Duties of resident agents

“193O Use of company information by resident agents and restrictions on share dealing by resident agents

• Sections 145(1) and 149(1) apply (with all necessary modifications) to a resident agent as if every reference to a director were a reference to a resident agent as well as a reference to a director.

“193P Duty to notify Registrar if no directors or no quorum of directors

• “(1) If the scenario described in section 154(1) arises (no directors or less than the quorum of directors), the company's resident agent must notify the Registrar within 20 working days after the date the resident agent first becomes aware of it.

  “(2) The duty of the resident agent described in subsection (1) is in addition to the rights of a shareholder or creditor to apply to the court given by section 154.

  “(3) If a resident agent fails to comply with subsection (1), the resident agent commits an offence and is liable on conviction to the penalty set out in section 373(1).

“Duty of directors and employees to provide information to resident agent

“193Q Duty of directors and employees to provide information to resident agent

• “(1) Directors and employees of a company must provide the company’s resident agent with the information the resident agent thinks necessary for the performance of the resident agent’s functions.

  “(2) A director or employee who fails to comply with subsection (1) commits an offence and is liable on conviction to the penalty set out in section 373(1).

  “(3) It is a defence for an employee charged with an offence against subsection (2) if he or she proves that he or she did not have the information required in his or her possession or under his or her control.

“Indemnity and insurance for resident agents

“193R Indemnity and insurance for resident agents

• Section 162 applies (with all necessary modifications) to a resident agent as if every reference to an employee were a reference to a resident agent as well as a reference to an employee.

“Extent of resident agent's liability

“193S Extent of resident agent's liability

• A person who is, or was, a company’s resident agent—

  • “(a) is liable under the provisions of this Act that impose liabilities on resident agents in respect of acts, omissions, and decisions made while that person was a resident agent; and

  • “(b) is liable under the provisions of this Act that impose liabilities on former resident agents in respect of acts, omissions, and decisions made by the person after he or she was a resident agent; but

  • “(c) is not liable under the provisions of this Act in respect of acts, omissions, and decisions of persons other than the resident agent that occur within 3 months before the resident agent resigns in accordance with section 193H(2).

“Transitional provision relating to resident agents

“193T Transitional provision relating to resident agents

• “(1) A company incorporated before the commencement of this section that must have a resident agent because of the requirements of section 10(e) must, within 6 months after the commencement of this section, appoint a resident agent.

  “(2) If a company fails to comply with subsection (1), the Registrar may remove the company from the register under section 193K.

  “(3) If a company fails to comply with subsection (1),—

  • “(a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and

  • “(b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).”

• “(aa) a resident agent or former resident agent of the company; or”.

• “(aa) by leaving it at the resident agent's residential or business address (as those addresses are shown in the register); or”.

“387A Service of documents on directors in legal proceedings

• “(1) A document, including a writ, summons, notice, or order, in any legal proceedings involving the a director in his or her capacity as director may be served on a the director as follows:

  • “(a) by delivery to the director; or

  • “(b) by delivery to the company's resident agent; or

  • “(c) by leaving it at the director's residential address (as that address is shown in the register); or

  • “(d) by leaving it at the resident agent's residential or business address (as those addresses are shown in the register); or

  • “(e) by leaving it at the company's registered office or address for service; or

  • “(f) by serving it in accordance with any directions as to service given by the court having jurisdiction in the proceedings; or

  • “(g) in accordance with an agreement made with the director; or

  • “(h) by serving it at an address for service given in accordance with the rules of the court having jurisdiction in the proceedings or by such means as a solicitor has, in accordance with those rules, stated that the solicitor will accept service.

  “(2) The methods of service specified in subsection (1) are the only methods by which a document in legal proceedings may be served on a director in New Zealand.

“387B Service of documents on resident agents in legal proceedings

• “(1) A document, including a writ, summons, notice, or order, in any legal proceedings involving the resident agent in his or her capacity as resident agent may be served on a resident agent as follows:

  • “(a) by delivery to the resident agent; or

  • “(b) by leaving it at the resident agent’s residential or business address (as those addresses are shown in the register); or

  • “(c) by leaving it at the company’s registered office or address for service; or

  • “(d) by serving it in accordance with any directions as to service given by the court having jurisdiction in the proceedings; or

  • “(e) in accordance with an agreement made with the resident agent; or

  • “(f) by serving it at an address for service given in accordance with the rules of the court having jurisdiction in the proceedings or by such means as a solicitor has, in accordance with those rules, stated that the solicitor will accept service.

  “(2) The methods of service specified in subsection (1) are the only methods by which a document in legal proceedings may be served on a resident agent in New Zealand.”

• “(ba) by posting it to the resident agent's residential or business address (as those addresses are shown in the register) or delivering it to a box at a document exchange that the resident agent is using at the time; or”.

• “(d) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the resident agent's residential or business address (as those addresses are shown in the register); or

• “(e) by sending it by email to an electronic address used by the company; or.

• “(f) by sending it by email to an electronic address used by the resident agent.”

“388A Service of other documents on directors

• A document, other than a document in any legal proceedings, may be served on a director as follows:

  • “(a) by any of the methods set out in paragraphs (a), (b), (c), (d), (e), or and (g) of section 387A; or

  • “(b) by posting it to the director at the director's residential address (as that address is shown in the register) or delivering it to a box at a document exchange that the director is using at the time; or

  • “(c) by posting it to the resident agent's residential or business address (as those addresses are shown in the register) or delivering it to a box at a document exchange that the resident agent is using at the time; or

  • “(d) by posting it to the company's registered office or address for service or delivering it to a box at a document exchange that the company is using at the time; or

  • “(e) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the director's residential address (as that address is shown in the register); or

  • “(f) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the resident agent's residential or business address (as those addresses are shown in the register); or

  • “(g) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the company's registered office or address for service or its head office or principal place of business; or

  • “(h) by sending it by email to an electronic address used by the director; or

  • “(i) by sending it by email to an electronic address used by the resident agent; or

  • “(j) by sending it by email to an electronic address used by the company.

“388B Service of other documents on resident agent

• A document, other than a document in any legal proceedings, may be served on a resident agent as follows:

  • “(a) by any of the methods set out in paragraph (a), (b), (c), or (e) of section 387B; or

  • “(b) by posting it to the company’s registered office or address for service or delivering it to a box at a document exchange that the company is using at the time; or

  • “(c) by posting it to the resident agent’s residential or business address (as those addresses are shown in the register) or delivering it to a box at a document exchange that the resident agent is using at the time; or

  • “(d) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the company’s registered office or address for service or its head office or principal place of business; or

  • “(e) by sending it by fax machine to a telephone number used for the transmission of documents by fax at the resident agent’s residential or business address (as those addresses are shown in the register); or

  • “(f) by sending it by email to an electronic address used by the company; or

  • “(g) by sending it by email to an electronic address used by the resident agent.”

• “(ca) a document sent by email is deemed to have been received on the working day following the day on which it was sent:”.

• “(f) in proving service of a document by email, it is sufficient to prove that—

  • “(i) the document was properly addressed; and

  • “(ii) the document was properly sent to the email address.”

• “(ba) prescribing a country, State, or territory outside New Zealand as an enforcement country for the purposes of section 10(e)(d) if the country, State, or territory has an agreement with New Zealand that allows for the recognition and enforcement there of New Zealand judgments imposing regulatory regime criminal fines:

• “(bb) prescribing information required for the purposes of section 12(2)(b)(iii):

• “(bc) prescribing information required for the purposes of section 94A(e):”.

• “(cab) prescribing countries, States, or territories outside New Zealand for the purposes of section 193D(2)(i):

• “(cac) prescribing countries, States, or territories outside New Zealand for the purposes of section 193D(2)(j):”.

• “(ga) the company's ultimate holding company information:”.

“code company has the meaning set out in section 2(1) of the Takeovers Act 1993”.

• “(2) A code company may not amalgamate under sections 220 and 221.”

“236A Arrangement, or amalgamation, or compromise involving code company

• “(1) If a proposed arrangement, or amalgamation, or compromise affects the voting rights of a code company, the applicant for an order under section 236(1) must, at the same time as filing the application, notify the Takeovers Panel of the application.

  “(2) The court may not make an order under section 236(1) that affects the voting rights of a code company unless—

  • “(a) the code company's shareholders approve the arrangement, or amalgamation, or compromise in accordance with subsection (4); and

  • “(b) either of the following applies:

    • “(i) the court is satisfied that the shareholders of the code company will not be adversely affected by the use of section 236(1) rather than the takeovers code to effect the change involving the code company; or

    • “(ii) the applicant has filed a statement from the Takeovers Panel indicating that the Takeovers Panel has no objection to an order being made under section 236(1).

  “(3) The court need not approve a proposed arrangement, or amalgamation, or compromise merely because the Takeovers Panel has no objection to an order being made under section 236(1).

  “(4) For the purposes of subsection (2)(a), the code company's shareholders may only approve the arrangement, or amalgamation, or compromise in the following way:

  • “(a) by a resolution approved by a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting on the question; and

  • “(b) by a resolution approved by a simple majority of the votes of those shareholders entitled to vote.

  “(5) For the purposes of this section,—

  “interest class may be determined in accordance with the principles set out in Schedule 10

  “voting right has the meaning set out in section 2(1) of the Takeovers Act 1993.

“236B Takeovers code does not apply where court order under section 236

• The takeovers code does not apply where the court has made an order under section 236(1) that affects the voting rights of a code company.”

“director,—

• “(a) in relation to a company, means a person occupying the position of a director of the company, by whatever name called; and

• “(b) in relation to a partnership (other than a special partnership or a limited partnership), means a partner; and

• “(c) in relation to a special partnership or a limited partnership, means a general partner; and

• “(d) in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate that is comparable with that of a director of a company; and

• “(e) in relation to any other person, means that person; and

• “(f) includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e) may be required or is accustomed to act in respect of the performance or exercise of duties or powers as, or comparable to those of, a director”.

• “(eb) to consider applications for an order under section 236(1) of the Companies Act 1993 that affects the voting rights of a code company, and to indicate whether or not it has an objection to such an order:”.

“23A Takeovers code does not apply where court order under section 236 of Companies Act 1993

• The takeovers code does not apply where the court has made an order under section 236(1) of the Companies Act 1993 that affects the voting rights of a code company.”

• “(d) in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate that is comparable with that of a director of a company; and”.

• “(f) includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e) may be required or is accustomed to act in respect of the performance or exercise of duties or powers as, or comparable to those of, a director”.

• “(aaa) the company does not comply with section 10; or”.

• “(b) the Registrar has reasonable grounds to believe that—

  • “(i) the company is not carrying on business; and

  • “(ii) there is no proper reason for the company to continue in existence; or

• “(ba) the company has failed to respond to a requirement made under section 365(1)(caaa) or (c); or

• “(bb) the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors, officers, or shareholders, has intentionally provided the Registrar with inaccurate information; or

• “(bc) the Registrar has reasonable grounds to believe that the company, or 1 or more of its directors, officers, or shareholders, has failed to comply with duties relating to the company under this Act or the Financial Reporting Act 1993 in a persistent or serious way; or”.

• “(1A) The Registrar may choose not to proceed with the removal of a company from the New Zealand register despite subsection (1)(aaa), (bb), or (bc) applying.”

• “(4A) The Registrar may remove a company from the New Zealand register under subsection (1)(aaa), (ba), (bb), or (bc) only if—

  • “(a) the Registrar has complied with section 319; and

  • “(b) the Registrar—

    • “(i) is satisfied that no person has objected to the removal under section 321; or

    • “(ii) if an objection to the removal has been received, has complied with section 322.”

• “(2) The notice to be given under subsection (1)(a) must state the section under, and the grounds on which, it is intended to remove the company from the New Zealand register and must include the following information in respect of the relevant grounds:

  • “(a) if section 318(1)(aaa) applies, that the company will be removed from the New Zealand register unless—

    • “(i) the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

    • “(ii) by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it complies with section 10:

  • “(b) if section 318(1)(b) applies, that the company will be removed from the New Zealand register unless—

    • “(ii) the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

    • “(i) by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that it is carrying on business or that there is a proper reason for it to continue in existence:

  • “(c) if section 318(1)(ba) applies, that the company will be removed from the New Zealand register unless—

    • “(i) the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

    • “(ii) by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company (by notice in writing)—

      • “(A) responds to the requirement made under section 365(1)(caaa) or (c) to the Registrar's satisfaction; or

      • “(B) satisfies the Registrar that there is a proper reason for it to continue in existence:

  • “(d) if section 318(1)(bb) applies, that the company will be removed from the New Zealand register unless—

    • “(i) the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

    • “(ii) by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—

      • “(A) the information provided is accurate; or

      • “(B) the inaccurate information was provided unintentionally; or

      • “(C) accurate information has since been supplied; or

      • “(D) there is a proper reason for the company to continue in existence:

  • “(e) if section 318(1)(bc) applies, that the company will be removed from the New Zealand register unless—

    • “(i) the Registrar does not, in accordance with section 322, proceed to remove the company from the register; or

    • “(ii) by the date specified in the notice, which must be at least 20 working days after the date of the notice, the company satisfies the Registrar (by notice in writing) that—

      • “(A) there has been no persistent or serious failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993; or

      • “(B) there is a proper reason for the company to continue in existence:

  • “(f) if section 318(1)(f) applies, that the company will be removed from the New Zealand register unless the fee prescribed by regulations for the application for registration of the company under section 12 is paid in full to the Registrar within 20 working days after the date of the notice.”

• “(ea) that the company complies with section 10; or

• “(eb) that the company has responded to the requirement made under section 365(1)(caaa) or (c); or

• “(ec) that the company has provided accurate information or that inaccurate information was provided unintentionally; or

• “(ed) that there has been no serious or persistent failure to comply with duties relating to the company under this Act or the Financial Reporting Act 1993; or”.

• “(2A) An objection on the grounds described in subsection (1) must, if required by the Registrar, be verified by the production of original documents or certified copies of original documents or by statutory declaration.”

• “(ba) despite the objection, section 318(1)(aaa), (ba), (bb), or (bc) applies; or”.

• “(a) the grounds for the removal did not exist at the time the company was removed; or”.

• “(1A) The Registrar may, on the application of a person referred to in subsection (2), or on his or her own motion, restore a company that has been removed from the register to the register if the Registrar is satisfied that the company was carrying on business at the time of its removal and there is a proper reason for the company to continue in existence.”

• “(1A) In considering whether to restore a company to the register on the ground referred to in subsection (1)(a)(i) or (b), the court must have regard to the reasons for the company’s removal and whether those grounds existed at the time of removal or exist at the time of the hearing of the application.”

• “(ba) is involved in a requirement made under section 365(1)(caaa) or (c); or”.

• “(iaa) ascertaining whether information provided to the Registrar is correct; or”.

• “(caaa) require a person, in relation to information provided to the Registrar, to—

  • “(i) confirm that the information is correct; or

  • “(ii) correct the information; or”.

• “(1A) When exercising the powers described in subsection (1)(caaa) or (c), the Registrar may specify—

  • “(a) a particular form in which the confirmation or correction must be provided; and

  • “(b) a date by which the confirmation or correction must be provided; and

  • “(c) whether the confirmation or correction must be verified by the production of original documents or certified copies of original documents or by a statutory declaration.”

“366A Registrar's powers to insert note of warning in register

• “(1) The Registrar may, if the Registrar thinks it is appropriate, insert a note of warning in the register in relation to a company in any of the following circumstances:

  • “(a) information or documents relating to the company are subject to a requirement made under section 365(1)(caaa) or (c):

  • “(b) any of the grounds described in section 318(1)(aaa) or (b) to (f) apply to the company.

  “(2) If the Registrar has inserted a note of warning in relation to a company (company A) under subsection (1), the Registrar may, if the Registrar thinks it is appropriate, also insert a note of warning in relation to any other company that shares a director or an officer with company A.

“366B Registrar must remove note of warning

• The Registrar must remove a note of warning inserted under section 366A if the Registrar is satisfied that the reasons for inserting it do not exist.

“366C Immunity of Registrar

• Civil proceedings (other than an application for judicial review or an appeal under section 370) may not be brought against the Registrar in respect of things done in good faith in the performance or intended performance of the Registrar's functions under section 366A or 366B.”

“385AA Additional power for Registrar or FMA to prohibit persons from being involved in administration or management of managing companies

• “(1) This section applies in relation to a company that has been removed from the New Zealand register on any of the grounds described in section 318(1)(ba), (bb), or (bc).

  “(2) The Registrar or the FMA may, by notice in writing given to a person, prohibit that person from being a director, resident agent, or promoter of a company, or being concerned in, or taking part (whether directly or indirectly) in the administration or 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 must be published in the Gazette.

  “(3) The power conferred by subsection (2) may be exercised in relation to any person who the Registrar or the FMA is satisfied was, within a period of 5 years before a notice was given to that person under subsection (4) (whether that period commenced before or after the commencement of this section), a director or resident agent of, or concerned in, or a person who took part in, the administration or management of, a company to which this section applies, unless that person satisfies the Registrar or the FMA—

  • “(a) that the acts or omissions of that person were not wholly or partly responsible for the company being a company to which this section applies; or

  • “(b) that it would not be just or equitable for the power to be exercised.

  “(4) The Registrar or the FMA must not exercise the power conferred by subsection (2) unless—

  • “(a) not less than 10 working days' notice of the fact that the Registrar or the FMA intends to consider the exercise of it is given to the person; and

  • “(b) the Registrar or the FMA considers any representations made by the person.

  “(5) No person to whom a notice under subsection (2) applies may be a director , resident agent, or promoter of a company, or be concerned or take part (whether directly or indirectly) in the administration or management of a company.

  “(6) Where a person to whom the Registrar or the FMA has issued a notice under subsection (2) 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.

  “(7) The Registrar or the FMA may, by notice in writing to a person to whom a notice under subsection (2) has been given,—

  • “(a) revoke that notice; or

  • “(b) exempt that person from the notice in relation to a specified company or companies.

  “(8) The Registrar or the FMA must publish a notice under subsection (7) in the Gazette.

  “(9) Every person to whom a notice under subsection (2) is given who fails to comply with the notice commits an offence and is liable on conviction to the penalties set out in section 373(4).”

385AA(9)

Additional power for Registrar or FMA to prohibit persons from being involved in administration or management of companies

“company has the meaning set out in section 2(1) of the Companies Act 1993

“enforcement country means a country, State, or territory outside New Zealand prescribed for the purposes of section 8(4)

“FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011

“officer includes, in relation to a limited partnership, a resident agent

“overseas company has the meaning set out in section 2(1) of the Companies Act 1993

“resident agent has the meaning set out in section 77A”.

• “(4) A limited partnership must have either a resident agent or any of the following:

  • “(a) a general partner who is a natural person living in New Zealand or in an enforcement country; or

  • “(b) a general partner that is a partnership governed by the Partnership Act 1908 that has at least 1 partner who is a natural person living in New Zealand or in an enforcement country; or

  • “(c) a general partner that is a company registered on the New Zealand register under the Companies Act 1993.

• “(4) A limited partnership must have 1 or more of the following:

  • “(a) a general partner who is a natural person and who—

    • “(i) lives in New Zealand; or

    • “(ii) lives in an enforcement country and is a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country; or

  • “(b) a general partner that is a partnership governed by the Partnership Act 1908 and that has 1 or more partners who comply with paragraph (a); or

  • “(c) a general partner that is a company registered under the Companies Act 1993.”

• “(1A) Any person may be a limited partner of a limited partnership.”

“19A Qualifications of general partners: natural persons

• “(1) A natural person who is not disqualified by subsection (2) is qualified to be appointed as a general partner of a limited partnership.

  “(2) The following persons are disqualified from being appointed or holding office as a general partner of a limited partnership:

  • “(a) a person who is under 18 years of age:

  • “(b) a person who is an undischarged bankrupt:

  • “(c) a person who is subject to an order made under the Companies Act 1955 that continues to have effect prohibiting him or her from being a director, officer, or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act:

  • “(d) a person who is prohibited from being a director , resident agent, or promoter of, or being concerned or taking part in the administration or management of, a company under section 382, 383, 385, or 385AA of the Companies Act 1993:

  • “(e) a person who is prohibited from being a general partner, resident agent, or promoter of, or being concerned or taking part in the administration or management of, a limited partnership under section 103A, 103B, 103D, or 103E of this Act:

  • “(f) a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993:

  • “(g) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a director of an overseas company:

    • “(ii) being a promoter of an overseas company:

    • “(iii) being concerned or taking part in the management of an overseas company:

  • “(h) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a general partner of an overseas limited partnership:

    • “(ii) being a promoter of an overseas limited partnership:

    • “(iii) being concerned or taking part in the management of an overseas limited partnership:

  • “(i) a person who is subject to a property order made under section 30 or 31 of the Protection of Personal and Property Rights Act 1988.

  “(3) A natural person who is disqualified from being a general partner but who acts as a general partner is a general partner for the purposes of a provision of this Act that imposes a duty or an obligation on a general partner of a limited partnership.

“19B Qualifications of general partners: partnerships

• “(1) A partnership governed by the Partnership Act 1908 with at least 1 partner who is not disqualified by section 19A(2) is qualified to be appointed as a general partner of a limited partnership.

  “(2) A partnership who is disqualified from being a general partner but who acts as a general partner is a general partner for the purposes of a provision of this Act that imposes a duty or an obligation on a general partner of a limited partnership.”

• “(2) Notice to a resident agent of any matter relating to the affairs of the limited partnership operates as notice to the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the resident agent.”

• “(d) in relation to every proposed general partner who is a natural person, state—

  • “(i) his or her full name and date and place of birth; and

  • “(ii) his or her residential address; and

  • “(iii) if the residential address is in an enforcement country, whether the general partner is a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country and, if so, the prescribed information; and”.

• “(e) the information required by section 52(1)(d)(i) to (iii) in relation to each general partner who is a natural person:”.

“Appointment and removal of resident agents

“77A Meaning of resident agent

• In this Act, resident agent, in relation to a limited partnership, means—

  • “(a) the person named as the resident agent on an application for registration of a limited partnership; or

  • “(b) the person appointed under section 77H or 77O (even if the appointment was defective).

“77B Number of resident agents

• A limited partnership may not have more than 1 resident agent.

“77C Qualifications of resident agent

• “(1) A natural person who is not disqualified by subsection (2) may be appointed as a resident agent of a limited partnership.

  “(2) The following persons are disqualified from being appointed or holding office as a resident agent of a limited partnership:

  • “(a) a person who does not live in New Zealand:

  • “(b) an auditor of the limited partnership:

  • “(c) a person who is under 18 years of age:

  • “(d) a person who is an undischarged bankrupt:

  • “(e) a person who is subject to an order made under the Companies Act 1955 that continues to have effect prohibiting him or her from being a director, officer, or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act:

  • “(f) a person who is prohibited from being a director, resident agent, or promoter of, or being concerned or taking part in the administration or management of, a company under section 382, 383, 385, or 385AA of the Companies Act 1993:

  • “(g) a person who is prohibited from being a general partner, resident agent, or promoter of, or being concerned or taking part in the administration or management of, a limited partnership under section 103A, 103B, 103D, or 103E of this Act:

  • “(h) a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993:

  • “(i) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a director of an overseas company:

    • “(ii) being a promoter of an overseas company:

    • “(iii) being concerned or taking part in the management of an overseas company:

  • “(j) a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:

    • “(i) being a general partner of an overseas limited partnership:

    • “(ii) being a promoter of an overseas limited partnership:

    • “(iii) being concerned or taking part in the management of an overseas limited partnership:

  • “(k) a person who is subject to a property order made under section 30 or 31 of the Protection of Personal and Property Rights Act 1988.

  “(3) A person that is not a natural person cannot be a resident agent of a limited partnership.

  “(4) A person who is disqualified from being a resident agent but who acts as a resident agent is a resident agent for the purposes of a provision of this Act that imposes a duty or an obligation on a resident agent of a limited partnership.

“77D Resident agent's consent required

• A person must not be appointed a resident agent of a limited partnership unless he or she has consented in writing to be a resident agent and certified that he or she is not disqualified from being appointed or holding office as a resident agent of a limited partnership.

“77E Application for registration if proposed limited partnership must have resident agent

• “(1) If a proposed limited partnership must have a resident agent because of the requirements of section 8(4), an application for registration of a limited partnership must—

  • “(a) state the full name, date of birth, residential address, and business address of the resident agent of the proposed limited partnership; and

  • “(b) have attached the form of consent and certificate required pursuant to section 77D.

  “(2) The requirements in subsection (1) are in addition to the requirements of section 52.

“77F Term of resident agency

• A person holds office as a resident agent from the date of registration or the date of appointment, as the case may be, until that person ceases to hold office as a resident agent in accordance with this Act.

“77G Resident agent ceasing to hold office

• “(1) The office of resident agent is vacated if—

  • “(a) the limited partnership no longer must have a resident agent; or

  • “(b) the person holding office as a resident agent—

    • “(i) resigns in accordance with subsection (2); or

    • “(ii) is removed from office; or

    • “(iii) becomes disqualified from holding office as a resident agent pursuant to section 77C; or

    • “(iv) dies.

  “(2) A resident agent of a limited partnership may resign office by signing a written notice of resignation and delivering it to the limited partnership's address for service.

  “(3) The notice of resignation is effective when it is received at the limited partnership's address for service or at a later time specified in the notice.

  “(4) The general partners must ensure that notice (in the prescribed form) that a resident agent's office is vacated under subsection (1)(b)(iv) is delivered to the Registrar for registration.

  “(5) The person no longer holding office as resident agent must ensure that notice (in the prescribed form) that a resident agent's office is vacated under any of subsection (1)(a), (b)(i), (ii), or (iii) is delivered to the Registrar for registration.

  “(6) If the general partners fail to comply with subsection (4), every general partner commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

  “(7) If a person no longer holding office as a resident agent fails to comply with subsection (5), the person commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

“77H Post-registration appointment of resident agent

• “(1) If a limited partnership must have a resident agent because of the requirements of section 8(4), the limited partnership must, within the time required by subsection (2), appoint a resident agent.

  “(2) An appointment under subsection (1) must be made within 20 working days after—

  • “(a) the limited partnership first becomes aware of the death of its resident agent; or

  • “(b) the office of resident agent is vacated for any other reason referred to in section 77G(1).

  “(3) If a limited partnership fails to comply with subsection (1), the Registrar may remove the limited partnership from the register under section 77J.

  “(4) If a limited partnership fails to comply with subsection (1),—

  • “(a) the limited partnership commits an offence and is liable on summary conviction to a fine not exceeding $10,000; and

  • “(b) every general partner of the limited partnership commits an offence and is liable on summary conviction to a fine not exceeding $10,000.

“77I Notice of resident agent appointment or change

• “(1) The general partners must ensure that notice (in the prescribed form) of the following is delivered to the Registrar for registration:

  • “(a) an appointment of a resident agent after the registration of the limited partnership; or

  • “(b) a change in the name, residential address, or business address of the limited partnership's resident agent.

  “(2) A notice under subsection (1) must—

  • “(a) specify the date of the appointment or change; and

  • “(b) include the full name, date of birth, residential address, and business address of the resident agent; and

  • “(c) in the case of an appointment, have attached the form of consent and certificate required pursuant to section 77D; and

  • “(d) be delivered to the Registrar within 10 working days after—

    • “(i) the appointment; or

    • “(ii) the date the limited partnership first becomes aware of the change.

  “(3) If the general partners fail to comply with subsection (1), every general partner of the limited partnership commits an offence and is liable on summary conviction to a fine not exceeding $10,000.

“77J Removal of limited partnership from register for failure to appoint resident agent

• If a limited partnership must appoint a resident agent but has failed to comply with section 77H(1) or 77O(1), the Registrar may insert a note of warning against the limited partnership's entry in the register and then remove the limited partnership from the register as if section 98(1) applies and as if section 98(2) and (3) have been complied with; and section 98(4) and (5) apply with all necessary modifications.

“Offences by resident agents

“77K Offence by resident agent if general partners fail to comply with certain provisions

• “(1) Subject to subsection (2), if a general partner fails to comply with any of the following subsections, the resident agent commits an offence and is liable on summary conviction to a fine not exceeding $5,000:

  • “(a) section 59(1):

  • “(b) section 60(1):

  • “(c) section 75(1):

  • “(d) section 76(1):

  • “(e) section 77I(1).

  “(2) Where the general partner’s failure to comply relates to the content of any document, the resident agent is not liable unless it is proved that the resident agent knew that the content was incorrect.

  “(3) The liability imposed on a resident agent by this section does not limit or affect the liability of a general partner.

  “(4) It is a defence to a resident agent charged with an offence under this section if the resident agent proves that—

  • “(a) the general partner took all reasonable and proper steps to ensure that the requirements of the relevant subsection referred to in subsection (1) would be complied with; or

  • “(b) the resident agent took all reasonable and proper steps to ensure that the general partner complied with the requirements of the relevant subsection referred to in subsection (1); or

  • “(c) in the circumstances he or she could not reasonably have been expected to take steps to ensure that the general partner complied with the requirements of the relevant subsection referred to in subsection (1).

“77L Offence by resident agent if limited partnership fails to comply with certain provisions

• “(1) Subject to subsection (2), if a limited partnership fails to comply with any of the following subsections, the resident agent commits an offence and is liable on summary conviction to a fine not exceeding $5,000:

  • “(a) section 69(1):

  • “(b) section 69(5):

  • “(c) section 74(1):

  • “(d) section 74(3).

  “(2) Where the limited partnership’s failure to comply relates to the content of any document, the resident agent is not liable unless it is proved that the resident agent knew that the content was incorrect.

  “(3) It is a defence to a resident agent charged with an offence under this section if the resident agent proves that—

  • “(a) the limited partnership took all reasonable and proper steps to ensure that the requirements of the relevant subsection referred to in subsection (1) would be complied with; or

  • “(b) the resident agent took all reasonable and proper steps to ensure that the limited partnership complied with the requirements of the relevant subsection referred to in subsection (1); or

  • “(c) in the circumstances he or she could not reasonably have been expected to take steps to ensure that the limited partnership complied with the requirements of the relevant subsection referred to in subsection (1).

“Duty of directors and employees to provide information to resident agent

“77M Duty of general partners and employees to provide information to resident agent

• “(1) General partners and employees of a limited partnership must provide the limited partnership’s resident agent with the information the resident agent thinks necessary for the performance of the resident agent’s functions.

  “(2) A general partner or employee who fails to comply with subsection (1) commits an offence and is liable on summary conviction to a fine not exceeding $5,000.

  “(3) It is a defence for an employee charged with an offence against subsection (2) if he or she proves that he or she did not have the information required in his or her possession or under his or her control.

“Extent of resident agent's liability

“77N Extent of resident agent's liability

• A person who is, or was, a limited partnership’s resident agent—

  • “(a) is liable under the provisions of this Act that impose liabilities on resident agents in respect of acts, omissions, and decisions made while that person was a resident agent; and

  • “(b) is liable under the provisions of this Act that impose liabilities on former resident agents in respect of acts, omissions, and decisions made by the person after he or she was a resident agent; but

  • “(c) is not liable under the provisions of this Act in respect of acts, omissions, and decisions of persons other than the resident agent that occur within 3 months before the resident agent resigns in accordance with section 77G(2).

“Transitional provision relating to resident agent amendments

“77O Transitional provision relating to resident agent amendments

• “(1) A limited partnership registered before the commencement of this section that must have a resident agent because of the requirements of section 8(4) must, within 6 months after the commencement of this section, appoint a resident agent.

  “(2) If a limited partnership fails to comply with subsection (1), the Registrar may remove the limited partnership from the register under section 77J.

  “(3) If a limited partnership fails to comply with subsection (1),—

  • “(a) the limited partnership commits an offence and is liable on summary conviction to a fine not exceeding $10,000; and

  • “(b) every general partner of the limited partnership commits an offence and is liable on summary conviction to a fine not exceeding $10,000.”

• “(c) delivery of the document to a person named as the resident agent of the limited partnership in the register of limited partnerships.”

• “(v) notice of consent of a new resident agent to becoming a resident agent:”.

• “(ga) prescribing a country, State, or territory outside New Zealand as an enforcement country for the purposes of section 8(4) if the country, State, or territory has an agreement with New Zealand that allows for the recognition and enforcement there of New Zealand judgments imposing regulatory regime criminal fines:

• “(gb) prescribing countries, States, or territories outside New Zealand for the purposes of section 19A(2)(g):

• “(gc) prescribing countries, States, or territories outside New Zealand for the purposes of section 19A(2)(h):

• “(gca) prescribing information required for the purposes of section 52(1)(d)(iii):

• “(gd) prescribing countries, States, or territories outside New Zealand for the purposes of section 77C(2)(i):

• “(ge) prescribing countries, States, or territories outside New Zealand for the purposes of section 77C(2)(j):”.

• “(2) The Registrar may, if the Registrar thinks it is appropriate, insert a note of warning against the entry on a register for a limited partnership in any of the following circumstances:

  • “(a) information or documents relating to the limited partnership are subject to a requirement made under section 78(2)(aaa) or (a):

  • “(b) any of the grounds described in section 98A(1)(a) (aaa) to (d) apply to the limited partnership.

• “(3) If the Registrar has inserted a note of warning in relation to a limited partnership (limited partnership A) under subsection (2), the Registrar may, if the Registrar thinks it is appropriate, also insert a note of warning in relation to any other limited partnership that shares a general partner or officer with limited partnership A.”

“63A Registrar must remove note of warning

• The Registrar must remove a note of warning inserted under section 63 if the Registrar is satisfied that the reasons for inserting it do not exist.

“63B Immunity of Registrar

• Civil proceedings (other than an application for judicial review or an appeal under section 103) may not be brought against the Registrar in respect of things done in good faith in the performance or intended performance of the Registrar's functions under section 63 or 63A.”

• “(aaa) ascertaining whether information provided to the Registrar is correct; or”.

• “(c) detecting offences against this Act.”

• “(aaa) requiring a person, in relation to information provided to the Registrar, to—

  • “(i) confirm that the information is correct; or

  • “(ii) correct the information:”.

• “(2A) When exercising the powers described in subsection (2)(aaa), the Registrar may specify—

  • “(a) a particular form in which the confirmation or correction must be provided; and

  • “(b) a date by which the confirmation or correction must be provided; and

  • “(c) whether the confirmation or correction must be verified by the production of original documents or certified copies of original documents or by a statutory declaration.”

“98A Deregistration by Registrar

• “(1) Subject to this section, the Registrar must deregister a limited partnership if—

  • “(aaa) the limited partnership does not comply with section 8(1) or (4); or

  • “(a) the Registrar has reasonable grounds to believe that—

    • “(i) the limited partnership is not carrying on business; and

    • “(ii) there is no proper reason for the limited partnership to continue in existence; or

  • “(b) the limited partnership has failed to respond to a requirement made under section 78(2)(aaa) or (a); or

  • “(c) the Registrar has reasonable grounds to believe that the limited partnership, or 1 or more of its general partners or officers, has intentionally provided the Registrar with inaccurate information; or

  • “(d) the Registrar has reasonable grounds to believe that the limited partnership, or 1 or more of its general partners or officers, has failed to comply with duties relating to the limited partnership under this Act in a persistent or serious way.

  “(2) The Registrar may choose not to proceed with a deregistration despite subsection (1)(c) or (d) applying.

  “(3) Sections 318(4) and (4A), 319, and 321 to 323 of the Companies Act 1993 apply, with such modifications as may be necessary, to the deregistration of a limited partnership under this section as if references to—

  • “(a) a company were references to a limited partnership:

  • “(b) a director were references to a general partner:

  • “(c) a shareholder were references to a partner:

  • “(d) the constitution were references to the partnership agreement:

  • “(e) a board were references to the general partners.”