Companies and Limited Partnerships Amendment Bill

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Hon Simon Power

Companies and Limited Partnerships Amendment Bill

Government Bill

344—1

Contents

Explanatory note

1  Title

2  Commencement

Part 1
Amendments to Companies Act 1993

3  Principal Act amended

Subpart 1Criminalisation of breaches of certain directors' duties

4  New section 138A inserted

Subpart 2Resident agents

5  Interpretation

6  Essential requirements

7  Meaning of director

8  New headings and sections 193B to 193T inserted

Appointment and removal of resident agent

Offences by resident agents

Duties of resident agents

Duty of directors and employees to provide information to resident agent

Indemnity and insurance for resident agents

Extent of resident agent's liability

Transitional provision relating to resident agents

Other duties and offences that apply to resident agents

9  Power to obtain documents and information

10  Duty to identify and deliver property

11  Power of court to require persons to repay money or return property

12  False statements

13  Fraudulent use or destruction of property

14  Falsification of records

Prohibited persons and resident agents

15  Persons prohibited from managing companies

16  Court may disqualify directors

Service and resident agents

17  Service of documents on companies in legal proceedings

18  New sections 387A and 387B inserted

19  Service of other documents on companies

20  New sections 388A and 388B inserted

21  Additional provisions relating to service

22  Regulations

Subpart 3Arrangements, amalgamations, and compromises of code companies

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

23  Interpretation

24  Amalgamations

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

25  New sections 236A and 236B inserted

26  Consequential amendments to Takeovers Act 1993

Transitional provision relating to amendments to Part 15 of principal Act

27  Transitional provision relating to amendments to Part 15 of principal Act

New Schedule 10 added

28  New Schedule 10 added

Subpart 4Enhanced powers of Registrar

29  Grounds for removal from register

30  Notice of intention to remove where company has ceased to carry on business or application fee not paid

31  Objection to removal from register

32  Duties of Registrar if objection received

33  Registrar may restore company to New Zealand register

34  Court may restore company to New Zealand register

35  Rectification or correction of New Zealand register and overseas register

36  Registration of documents

37  Registrar's powers of inspection

38  New sections 366A to 366C inserted

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

39  New section 385AA inserted

40  Appeals from FMA's exercise of power under section 385

41  Liability for contravening section 385

42  Consequential amendment to Summary Proceedings Act 1957

Consequential amendments to principal Act

43  Consequential amendments to principal Act

Part 2
Amendments to Limited Partnerships Act 2008

44  Principal Act amended

Subpart 1Resident agents

45  Interpretation

46  Requirements for limited partnership

47  Who may be partner

48  New sections 19A and 19B inserted

49  Notice to general partner is notice to limited partnership

50  New headings and sections 77A to 77O inserted

Appointment and removal of resident agents

Offences by resident agents

Duty of directors and employees to provide information to resident agent

Extent of resident agent's liability

Transitional provision relating to resident agent amendments

Service and resident agents

51  Service of documents

52  Regulations

Subpart 2Enhanced powers of Registrar

53  Rectification or correction of register

54  Registrar may note inactivity on register

55  New sections 63A and 63B inserted

56  Registrar's powers of inspection

57  New section 98A inserted

58  New heading and sections 103A to 103G inserted

Prohibited and disqualified persons

59  Consequential amendment to Summary Proceedings Act 1957

Consequential amendments to principal Act

60  Consequential amendments to principal Act

Schedule 1
New Schedule 10 added

Schedule 2
Consequential amendments to Companies Act 1993

Schedule 3
Consequential amendments to Limited Partnerships Act 2008


The Parliament of New Zealand enacts as follows: