Companies Act 1993

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not the latest version
This version was replaced on 2 July 2020 to make a correction to Schedule 7, clause 1(2)(aa) under section 25(1)(iii) and (iv) of the Legislation Act 2012.

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Reprint as at 16 May 2020

Companies Act 1993

Public Act		1993 No 105
Date of assent		28 September 1993
Commencement		see section 1(2)

Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This Act is administered by the Ministry of Business, Innovation, and Employment.

	Title
1	Short Title and commencement
	Part 1 Preliminary
2	Interpretation
3	Public notice
4	Meaning of solvency test
5	Meaning of holding company and subsidiary
6	Extended meaning of subsidiary [Repealed]
7	Control defined
8	Certain matters to be disregarded
8A	Transitional, savings, and related provisions
9	Act binds the Crown
	Part 2 Incorporation
	Essential requirements
10	Essential requirements
	Method of incorporation
11	Right to apply for registration
12	Application for registration
13	Registration
14	Certificate of incorporation
	Separate legal personality
15	Separate legal personality
	Part 3 Capacity, powers, and validity of actions
16	Capacity and powers
	Validity of actions
17	Validity of actions
18	Dealings between company and other persons
19	No constructive notice
	Part 4 Company names
20	Name to be reserved
21	Name of company if liability of shareholders limited
22	Application for reservation of name
23	Change of name
24	Direction to change name
25	Use of company name
	Part 5 Company constitution
26	No requirement for company to have constitution
27	Effect of Act on company having constitution
28	Effect of Act on company not having constitution
29	Form of constitution
30	Contents of constitution
31	Effect of constitution
32	Adoption, alteration, and revocation of constitution
33	New form of constitution
34	Court may alter constitution
	Part 6 Shares and debentures
35	Legal nature of shares
36	Rights and powers attaching to shares
37	Types of shares
38	No nominal value
39	Transferability of shares
40	Contracts for issue of shares
	Issue of shares
41	Issue of shares on registration and amalgamation
42	Issue of other shares
43	Notice of share issue
44	Shareholder approval for issue of shares
45	Pre-emptive rights
46	Consideration for issue of shares
46A	Consideration for issue of shares on registration
47	Consideration to be decided by board
48	Exceptions to section 47
49	Consideration in relation to issue of options and convertible financial products
50	Consent to issue of shares
51	Time of issue of shares
	Distributions to shareholders
52	Board may authorise distributions
53	Dividends
54	Shares in lieu of dividends
55	Shareholder discounts
56	Recovery of distributions
57	Reduction of shareholder liability a distribution
	Company may acquire its own shares
58	Company may acquire its own shares
59	Acquisition of company’s own shares
60	Board may make offer to acquire shares
61	Special offers to acquire shares
62	Disclosure document
63	Stock exchange acquisitions subject to prior notice to shareholders
64	Disclosure document
65	Stock exchange acquisitions not subject to prior notice to shareholders
66	Cancellation of shares repurchased
67	Enforceability of contract to repurchase shares
	Treasury stock
67A	Company may hold its own shares
67B	Rights and obligations of shares company holds in itself suspended
67C	Reissue of shares company holds in itself
	Redemption of shares
68	Meaning of redeemable
69	Redemption at option of company
70	Company must satisfy solvency test
71	Special redemption of shares
72	Disclosure document
73	Cancellation of shares redeemed
74	Redemption at option of shareholder
75	Redemption on fixed date
	Assistance by a company in the purchase of its own shares
76	Financial assistance
77	Company must satisfy solvency test
78	Special financial assistance
79	Disclosure document
80	Financial assistance not exceeding 5% of shareholders’ funds
81	Enforceability of transactions
	Cross-holdings
82	Subsidiary may not hold shares in holding company
	Statement of shareholder rights
83	Statement of rights to be given to shareholders
	Transfer of shares
84	Transfer of shares
85	Transfer of shares under approved system
86	Transfer of shares by operation of law
	Share register
87	Company to maintain share register
88	Place of share register
89	Share register as evidence of legal title
90	Directors’ duty to supervise share register
91	Power of court to rectify share register
92	Trusts not to be entered on register
93	Personal representative may be registered
94	Assignee of bankrupt may be registered
	Ultimate holding company
94A	Meaning of ultimate holding company information
94B	Notice of ultimate holding company changes
	Share certificates
95	Share certificates
	Debentures
95A	Perpetual debentures
95B	Power to reissue redeemed debentures in certain cases
95C	Specific performance of contracts to subscribe for debentures
	Part 7 Shareholders and their rights and obligations
96	Meaning of shareholder
	Liability of shareholders
97	Liability of shareholders
98	Liability of former shareholders
99	Additional provisions relating to liability of shareholders and former shareholders
100	Liability for calls
101	Shareholders not required to acquire shares by alteration to constitution
102	Liability of personal representative
103	Liability of an assignee
	Powers of shareholders
104	Exercise of powers reserved to shareholders
105	Exercise of powers by ordinary resolution
106	Powers exercised by special resolution
107	Unanimous assent to certain types of action
108	Company to satisfy solvency test
109	Management review by shareholders
	Minority buy-out rights
110	Shareholder may require company to purchase shares
111	Notice requiring purchase
112	Price for shares to be purchased by company determined
112A	Price for shares referred to arbitration if shareholder objects to price
112B	Interest payable on outstanding payments
112C	Timing of transfer of shares
113	Purchase of shares by third party
114	Court may grant exemption
115	Court may grant exemption if company insolvent
	Interest groups
116	Meaning of classes and interest groups
117	Alteration of shareholder rights
118	Shareholder may require company to purchase shares
119	Actions not invalid
	Meetings of shareholders
120	Annual meeting of shareholders
121	Special meetings of shareholders
122	Resolution in lieu of meeting
123	Court may call meeting of shareholders
124	Proceedings at meetings
	Ascertaining shareholders
125	Shareholders entitled to receive distributions, attend meetings, and exercise rights
	Part 8 Directors and their powers and duties
126	Meaning of director
127	Meaning of board
	Powers of management
128	Management of company
129	Major transactions
130	Delegation of powers
	Directors’ duties
131	Duty of directors to act in good faith and in best interests of company
132	Exercise of powers in relation to employees
133	Powers to be exercised for proper purpose
134	Directors to comply with Act and constitution
135	Reckless trading
136	Duty in relation to obligations
137	Director’s duty of care
138	Use of information and advice
138A	Offence for serious breach of director’s duty to act in good faith and in best interests of company
138B	Safe harbour for directors relating to effects of COVID-19
	Transactions involving self-interest
139	Meaning of interested
140	Disclosure of interest
141	Avoidance of transactions
142	Effect on third parties
143	Application of sections 140 and 141 in certain cases
144	Interested director may vote
145	Use of company information
146	Meaning of relevant interest
147	Relevant interests to be disregarded in certain cases
148	Disclosure of share dealing by directors
149	Restrictions on share dealing by directors
	Appointment and removal of directors
150	Number of directors
151	Qualifications of directors
152	Director’s consent required
153	Appointment of first and subsequent directors
154	Court may appoint directors
155	Appointment of directors to be voted on individually
156	Removal of directors
157	Director ceasing to hold office
158	Validity of director’s acts
159	Notice of change of directors
	Miscellaneous provisions relating to directors
160	Proceedings of board
161	Remuneration and other benefits
162	Indemnity and insurance
	Part 9 Enforcement
163	Interpretation
	Injunctions
164	Injunctions
	Derivative actions
165	Derivative actions
166	Costs of derivative action to be met by company
167	Powers of court where leave granted
168	Compromise, settlement, or withdrawal of derivative action
	Personal actions by shareholders
169	Personal actions by shareholders against directors
170	Actions by shareholders to require directors to act
171	Personal actions by shareholders against company
172	Actions by shareholders to require company to act
173	Representative actions
174	Prejudiced shareholders
175	Certain conduct deemed prejudicial
176	Alteration to constitution
	Ratification
177	Ratification of certain actions of directors
	Inspection of records
178	Information for shareholders
179	Investigation of records
	Part 10 Administration of companies
	Authority to bind company
180	Method of contracting
181	Attorneys
	Pre-incorporation contracts
182	Pre-incorporation contracts may be ratified
183	Warranties implied in pre-incorporation contracts
184	Failure to ratify
185	Breach of pre-incorporation contract
185A	Jurisdiction of District Court
	Registered office
186	Registered office
187	Change of registered office
188	Requirement to change registered office
	Company records
189	Company records
190	Form of records
191	Inspection of records by directors
	Address for service
192	Address for service
193	Change of address for service
193A	Rectification or correction of address for service
	Part 11 Accounting records and financial reporting
	Subpart 1—Accounting records
194	Accounting records must be kept
195	Place accounting records to be kept
	Subpart 2—Financial reporting
196	Overview
197	Non-application of subpart if alternative financial reporting duties under financial markets legislation
198	Interpretation
199	Determining number of shareholders
	Preparation of financial statements
200	Application of preparation provisions
201	Financial statements must be prepared
202	Group financial statements must be prepared
203	Recognition of financial reporting requirements of overseas countries
204	Financial statements for overseas company must include financial statements for large New Zealand business
205	Balance date of subsidiaries
	Audit of financial statements
206	Application of audit requirement
207	Financial statements must be audited
207A	Audit must be carried out in accordance with auditing and assurance standards
207B	Auditor must report to shareholders
207C	Auditor’s report must be sent to Registrar and External Reporting Board if requirements have not been complied with
	Registration of financial statements of overseas companies and other companies with significant overseas ownership
207D	Application of registration provisions
207E	Financial statements must be registered
	Shareholders may request copy of financial statements prepared for tax purposes
207F	Shareholders may request copy of financial statements prepared for tax purposes
	Financial reporting offences
207G	Financial reporting offences
	Provisions relating to opting out and opting in
207H	Period during which company may opt in or opt out
207I	Companies with 10 or more shareholders may opt out
207J	Large companies may opt out of audit requirement
207K	Companies with fewer than 10 shareholders may opt in
	Registrar may grant exemptions to overseas companies
207L	Registrar may grant exemptions to overseas companies
207M	Publication and status of exemptions
207N	Consultation
207O	Exemption may apply to accounting period before exemption is granted
	Subpart 3—Miscellaneous auditing provisions
207P	Auditor must be appointed if financial statements must be audited
207Q	Registrar may appoint auditor
207R	Resignation and casual vacancy
207S	Auditor’s fees and expenses
207T	Automatic reappointment
207U	Replacement of auditor
207V	Auditor not seeking reappointment or resigning
207W	Auditor’s attendance at shareholders’ meeting
	Subpart 4—Infringement offence for failing to register financial statements
207X	Interpretation in this subpart
207Y	Infringement offences
207Z	Infringement notices
207ZA	Procedural requirements for infringement notices
207ZB	Payment of infringement fee
	Part 12 Disclosure by companies
	Disclosure to shareholders
208	Obligation to prepare annual report
209	Obligation to make annual report available to shareholders
209A	Board must send copy of annual report or concise annual report on request
209B	Annual report and concise annual report made available by electronic means
209C	Alternative obligations for FMC reporting entities
210	Information for shareholders who elect not to receive annual report [Repealed]
211	Contents of annual report
211A	Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies [Repealed]
212	Shareholders may elect not to receive documents
213	Failure to disclose
214	Annual return
214A	Registrar may alter New Zealand register
	Inspection of company records
215	Public inspection of company records
216	Inspection of company records by shareholders
217	Manner of inspection
218	Copies of documents
	Part 13 Amalgamations
219	Amalgamations
220	Amalgamation proposal
221	Approval of amalgamation proposal
222	Short form amalgamation
223	Registration of amalgamation proposal
224	Certificate of amalgamation
225	Effect of certificate of amalgamation
225A	Registers
226	Powers of court in other cases
	Part 14 Compromises with creditors
227	Interpretation
228	Compromise proposal
229	Notice of proposed compromise
230	Effect of compromise
231	Variation of compromise
232	Powers of court
233	Effect of compromise in liquidation of company
234	Costs of compromise
	Part 15 Approval of arrangements, amalgamations, and compromises by court
235	Interpretation
236	Approval of arrangements, amalgamations, and compromises
236A	Arrangement or amalgamation involving code company
236B	Takeovers code does not apply where court order under section 236
237	Court may make additional orders
238	Parts 13 and 14 not affected
239	Application of section 233
	Part 15A Voluntary administration
	Subpart 1—Preliminary
239A	Objects of this Part
239B	Interpretation of some key terms
239C	Interpretation of other terms
239D	When administration begins
239E	When administration ends
239EA	Voluntary administration of licensed insurers
	Subpart 2—Appointment of administrator
239F	Who may be appointed administrator
239G	Administrator must consent in writing
239H	Who may appoint administrator
239I	Appointment by company
239J	Appointment by liquidator or interim liquidator
239K	Appointment by secured creditor
239L	Appointment by court
239M	Appointment must not be revoked
239N	Appointment of 2 or more administrators
239O	Remuneration of administrator
	Subpart 3—Resignation and removal of administrator
239P	When office of administrator is vacant
239Q	Administrator may resign
239R	Removal of administrator
239S	Appointor may appoint new administrator to fill vacancy
239T	Creditors must consider appointment of replacement administrator
	Subpart 4—Effect of appointment of administrator
239U	Outline of administrator’s role
239V	Administrator’s powers
239W	Administrator is company’s agent
239X	Effect on directors
239Y	Effect on employees
239Z	Effect on dealing with company property
239AA	Company officer’s liability for compensation for void transaction or dealing
239AB	Effect on transfer of shares
239AC	Effect on liquidation
239AD	Effect on receivership
	Subpart 5—Administrator’s investigation of company’s affairs
239AE	Administrator must investigate company’s affairs and consider possible courses of action
239AF	Directors’ statement of company’s position
239AG	Administrator’s right to documents, etc
239AH	Administrator may lodge report with Registrar
239AI	Administrator must report misconduct
	Subpart 6—Creditors’ meetings generally
239AJ	Administrator must call creditors’ meetings
239AK	Conduct of creditors’ meetings
239AL	Joint meetings of creditors of related companies in administration
239AM	Power of court where outcome of voting at creditors’ meeting determined by related entity
	Subpart 7—First creditors’ meeting to appoint creditors’ committee
239AN	Administrator must call first creditors’ meeting
239AO	Notice of first and subsequent creditors’ meetings
239AP	Administrator must table interests statement
239AQ	Functions of creditors’ committee
239AR	Membership of creditors’ committee
	Subpart 8—Watershed meeting
239AS	What watershed meeting is
239AT	Administrator must convene watershed meeting
239AU	Notice of watershed meeting
239AV	When watershed meeting must be held
239AW	Directors must attend watershed meeting
239AX	Disclosure of voting arrangements
239AY	Court may order that pooled property owners are separate class
239AZ	Adjournment of watershed meeting
239ABA	What creditors may decide at watershed meeting
239ABB	What happens if proposed deed not fully approved at watershed meeting
	Subpart 9—Protection of company’s property during administration
239ABC	Charge unenforceable
239ABD	Owner or lessor must not recover property used by company
239ABE	Proceeding must not be begun or continued
239ABF	Administrator not liable in damages for refusing consent
239ABG	Enforcement process halted
239ABH	Duties of court officer in relation to company’s property
239ABI	Lis pendens taken to exist
239ABJ	Administration not to trigger enforcement of guarantee of liability of director or relative
	Subpart 10—Rights of secured creditor, owner, or lessor
239ABK	Meaning of terms used in this subpart
239ABL	If secured creditor acts before or during decision period
239ABM	If enforcement of charges begins before administration
239ABMA	Enforcement of security interest over collateral for qualifying derivative
239ABN	Charge over perishable property
239ABO	Court may limit powers of secured creditor, etc, in relation to property subject to charge
239ABP	Giving notice under security agreement
239ABQ	If recovery of property begins before administration
239ABR	Recovering perishable property
239ABS	Court may limit powers of receiver, etc, in relation to property used by company
239ABT	Giving notice under agreement about property
	Subpart 11—Interface with liquidation
239ABU	When liquidator may be appointed to company in administration
239ABV	Court may adjourn application for liquidation
239ABW	Court must not appoint interim liquidator if administration in creditors’ interests
239ABX	Effect of appointment of liquidator
239ABY	Former administrator is default liquidator
239ABZ	Person in control of company must lodge revised report with Registrar
239ACA	Act of administrator in good faith must not be set aside in liquidation
239ACB	Voidable transactions
	Subpart 12—Deed administrator
239ACC	Who is deed administrator
239ACD	Who may be appointed deed administrator
239ACE	Deed administrator must consent in writing
239ACF	Appointment of deed administrator must not be revoked
239ACG	Appointment of 2 or more deed administrators
239ACH	When office of deed administrator vacant
239ACI	Deed administrator may resign
239ACJ	Removal of deed administrator
239ACK	Remuneration of deed administrator
239ACL	Deed administrator may sell shares in company
	Subpart 13—Execution and effect of deed of company arrangement
239ACM	When this subpart applies
239ACN	Preparation and contents of deed
239ACO	Execution of deed
239ACP	Procedure if deed not fully approved at watershed meeting
239ACQ	Creditor must not act inconsistently with deed, etc, before execution
239ACR	Company’s failure to execute deed
239ACS	Who is bound by deed
239ACT	Extent to which deed binds creditors
239ACU	Person bound by deed must not take steps to liquidate, etc
239ACV	Court may restrain creditors and others from enforcing charge or recovering property
239ACW	Effect of deed on company’s debts
239ACX	Court may rule on validity of deed
	Subpart 14—Administrator’s duty to file accounts
239ACY	Administrator includes deed administrator
239ACZ	Administrator must file accounts
	Subpart 15—Variation and termination of deed
239ADA	Creditors may vary deed
239ADB	Court may cancel creditors’ variation
239ADC	Termination of deed
239ADD	Termination by court
239ADE	Termination by creditors
239ADF	Creditors’ meeting to consider proposed variation or termination of deed
	Subpart 16—Administrator’s liability and indemnity for debts of administration
239ADG	Administrator not liable for company’s debts except as provided in this subpart and in section 239Y
239ADH	Administrator liable for general debts
239ADI	Administrator’s liability for rent
239ADJ	Administrator not liable for rental if non-use notice in force
239ADK	Court may exempt administrator from liability for rent
239ADL	Administrator’s indemnity
239ADM	Administrator’s right of indemnity has priority over other debts
239ADN	Lien to secure indemnity
	Subpart 17—Powers of court
239ADO	Court’s general power
239ADP	Orders to protect creditors during administration
239ADQ	Court may rule on validity of administrator’s appointment
239ADR	Administrator may seek directions
239ADS	Court may supervise administrator or deed administrator
239ADT	Court may order administrator or deed administrator to remedy default
239ADU	Court’s power when office of administrator or deed administrator vacant, etc
239ADV	Prohibition order
	Subpart 18—Notices about steps taken under this Part
239ADW	Administrator must give notice of appointment
239ADX	Secured creditor who appoints administrator must give notice to company
239ADY	Deed administrator must give notice of execution of deed of company arrangement
239ADZ	Deed administrator must give notice of failure to execute deed of company arrangement
239AEA	Deed administrator must give notice of termination by creditors of deed of company arrangement
239AEB	Company must disclose fact of administration
239AEC	Notice of change of name
239AED	Effect of contravention of this subpart
	Subpart 19—Miscellaneous
239AEE	Effect of things done during administration of company
239AEF	Interruption of time for doing act
	Subpart 20—Set-off and netting agreements
239AEG	Mutual credit and set-off
239AEH	Application of set-off under netting agreement
239AEI	Calculation of netted balance
239AEJ	Mutuality required for transactions under bilateral netting agreements
239AEK	When mutuality required for transactions under recognised multilateral netting agreements
239AEL	Application of set-off under section 239AEG to transactions subject to netting agreements
239AEM	Transactions under netting agreement and effect on certain sections
239AEN	Rights under netting agreement not affected by commencement of administration
239AEO	Effect of declaration of person as recognised clearing house under section 310K
239AEP	Transactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K
	Subpart 21—Single administration of related companies in administration
239AEQ	Interpretation of terms for purposes of this subpart
239AER	Court may order single administration for related companies in administration
239AES	Notice that application filed must be given to administrators and creditors
239AET	Guidelines for single administration order
239AEU	Court may order that related company in administration be added to existing pool
239AEV	Creditors’ meetings in single administration of pool companies
239AEW	Pool companies may execute single deed of company administration
	Part 16 Liquidations
	The process of liquidation
240	Interpretation
240A	Liquidation of licensed insurers
240B	Liquidation of associations
241	Commencement of liquidation
241AA	Restriction on appointment of liquidator by shareholders or board after application filed for court appointment
241A	Commencement of liquidation to be recorded
242	Liquidators to act jointly unless otherwise stated
243	Liquidator to summon meeting of creditors
244	Liquidator to summon meeting of creditors in other cases
245	Liquidator may dispense with meetings of creditors
245A	Power of court where outcome of voting at meeting of creditors determined by related entity
246	Interim liquidator
247	Power to stay or restrain certain proceedings against company
248	Effect of commencement of liquidation
249	Completion of liquidation
250	Court may terminate liquidation
	Provisions relating to prior execution process
251	Restriction on rights of creditors to complete execution, distraint, or attachment
252	Duties of officer in execution process
	Duties, rights, and powers of liquidators
253	Principal duty of liquidator
254	Liquidator not required to act in certain cases
255	Other duties of liquidator
256	Duties in relation to accounts
257	Duties in relation to final report and accounts
258	Duty to have regard to views of creditors and shareholders
258A	Duty to report suspected offences
258B	Registrar may supply report to FMA
259	Documents to state company in liquidation
260	Powers of liquidator
260A	Liquidator may assign right to sue under this Act
261	Power to obtain documents and information
262	Documents in possession of receiver
263	Restriction on enforcement of lien over documents
264	Delivery of document creating charge over property
265	Examination by liquidator
266	Powers of court
267	Self-incrimination
268	Power of liquidator to enforce liability of shareholders and former shareholders
269	Power to disclaim onerous property
270	Liquidator may be required to elect whether to disclaim onerous property
271	Pooling of assets of related companies
271A	Notice that application filed must be given to administrators and creditors
272	Guidelines for orders
273	Certain conduct prohibited
274	Duty to identify and deliver property
275	Refusal to supply essential services prohibited
276	Remuneration of liquidators
277	Rates of remuneration
278	Expenses and remuneration payable out of assets of company
279	Liquidator ceases to hold office on completion of liquidation
	Qualifications and supervision of liquidators
280	Qualifications of liquidators
281	Validity of acts of liquidators
282	Consent to appointment
283	Vacancies in office of liquidator
284	Court supervision of liquidation
285	Meaning of failure to comply
286	Orders to enforce liquidator’s duties
	Company unable to pay its debts
287	Meaning of inability to pay debts
288	Evidence and other matters
289	Statutory demand
290	Court may set aside statutory demand
291	Additional powers of court on application to set aside statutory demand
	Voidable transactions
291A	Meaning of related party
292	Insolvent transaction voidable
293	Voidable charges
294	Procedure for setting aside transactions and charges
295	Other orders
296	Additional provisions relating to setting aside transactions and charges
	Recovery in other cases
297	Transactions at undervalue
298	Transactions for inadequate or excessive consideration with directors and certain other persons
299	Court may set aside certain securities and charges
300	Liability if proper accounting records not kept
301	Power of court to require persons to repay money or return property
	Creditors’ claims
302	Application of bankruptcy rules to liquidation of insolvent companies
303	Admissible claims
304	Claims by unsecured creditors
305	Rights and duties of secured creditors
306	Ascertainment of amount of claim
307	Claim not of an ascertained amount
308	Fines and penalties
309	Claims relating to debts payable after commencement of liquidation
310	Mutual credit and set-off
310A	Definitions relating to set-off under netting agreement
310B	Application of set-off under netting agreement
310C	Calculation of netted balance
310D	Mutuality required for transactions under bilateral netting agreements
310E	When mutuality required for transactions under recognised multilateral netting agreements
310F	Application of set-off under section 310 to transactions subject to netting agreements
310G	Transactions under netting agreement and effect on certain sections
310H	Rights under netting agreement not affected by commencement of liquidation
310I	Set-off under netting agreement not affected by notice under section 294
310J	Court may set aside bilateral netting agreement between company and related person
310K	Certain persons may be declared to be recognised clearing houses
310L	Matters that Bank must or may have regard to when making, varying, or revoking declaration under section 310K
310M	Bank may impose conditions in declaration under section 310K
310N	Bank to notify recognised clearing house about Bank’s intention to revoke or vary declaration under section 310K
310O	Transactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K
311	Interest on claims
312	Preferential claims
313	Claims of other creditors and distribution of surplus assets
	Liquidation committees
314	Meetings of creditors or shareholders
315	Liquidation committees
	Liquidation Surplus Account
316	Establishment of Liquidation Surplus Account
	Transitional provisions
316A	Transitional provision in relation to voidable transactions [Repealed]
316B	Transitional provision in relation to Liquidation Surplus Account under section 290 of Companies Act 1955
	Part 17 Removal from the New Zealand register
317	Removal from register
318	Grounds for removal from register
319	Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)
320	Notice of intention to remove company under paragraph (c), (d), or (e) of section 318(1)
321	Objection to removal from register
322	Duties of Registrar if objection received
323	Powers of court
324	Property of company removed from register
325	Disclaimer of property by the Crown
326	Liability of directors, shareholders, and others to continue
327	Liquidation of company removed from New Zealand register [Repealed]
328	Registrar may restore company to New Zealand register
329	Court may restore company to New Zealand register
330	Restoration to register
331	Vesting of property in company on restoration to register
	Part 18 Overseas companies
332	Meaning of carrying on business
332A	Registrar may approve use of different form
333	Name to be reserved before carrying on business
334	Overseas companies to register under this Act
335	Validity of transactions not affected
336	Application for registration
337	Registration of overseas company
338	Use of name by overseas company
339	Alteration of constitution
339A	Rectification or correction of name or address of person authorised to accept service
340	Annual return of overseas company
340A	Financial reporting requirements for large overseas companies
341	Overseas company ceasing to carry on business in New Zealand
342	Liquidation of overseas company
343	Attorneys of overseas companies
343A	Overseas company not required to provide information, notice, or document in certain circumstances
	Part 19 Transfer of registration
	Registration of overseas companies as companies under this Act
344	Overseas companies may be registered as companies under this Act
345	Application for registration
346	Overseas companies must be authorised to register
347	Overseas companies that cannot be registered
348	Registration
349	Effect of registration
	Transfer of registration of companies to other jurisdictions
350	Companies may transfer incorporation
351	Application to transfer incorporation
352	Approval of shareholders
353	Company to give public notice
354	Companies that cannot transfer incorporation
355	Removal from register
356	Effect of removal from register
	Part 20 Registrar of Companies
357	Registrar and Deputy Registrars of Companies
358	District and Assistant Registrars of Companies
359	Responsible District Registrar
360	Registers
360A	Rectification or correction of New Zealand register and overseas register
360B	Powers of court
360C	Alteration of entries on New Zealand register and overseas register without application
361	Registrar may direct transfer [Repealed]
362	Registration of documents
363	Inspection and evidence of registers
364	Notice by Registrar
365	Registrar’s powers of inspection
	Registrar’s powers to identify controllers of company
365A	Purpose of sections 365B to 365H
365B	Control interests in shares (basic rule)
365C	Extension of basic rule to powers or controls exercisable through trust, agreement, etc
365D	Extension of basic rule to interests held by other persons under control or acting jointly
365E	Situations not giving rise to control interests
365F	Registrar may require persons to disclose control interests and powers to get control interests
365G	Registrar may require disclosure about controllers or delegates of directors
365H	Registrar may specify deadlines, form, and verification for information required under section 365F or 365G
	Other matters relating to Registrar’s powers
366	Disclosure of information and reports
366A	Registrar’s powers to insert note of warning in register
366B	Registrar must remove note of warning
367	Application of Official Information Act 1982 and Privacy Act 1993 [Repealed]
367A	Confidentiality of director information
368	Appeals from decisions under section 367 [Repealed]
369	Inspector’s report admissible in liquidation proceedings
370	Appeals from Registrar’s decisions
371	Exercise of powers under section 365, 365F, 365G, or 365H not affected by appeal
371A	Sharing of information with Financial Markets Authority
372	Fees
	Part 21 Offences and penalties
373	Penalty for failure to comply with Act
374	Penalties that may be imposed on directors in cases of failure by board or company to comply with Act
375	Proceedings for offences
376	Defences
377	False statements
378	Fraudulent use or destruction of property
379	Falsification of records
380	Carrying on business fraudulently or dishonestly incurring debt
381	Improper use of “Limited”
382	Persons prohibited from managing companies
383	Court may disqualify directors
384	Liability for contravening sections 382 and 383
385	Registrar or FMA may prohibit persons from managing companies
385AA	Additional power for Registrar or FMA to prohibit persons from managing companies
385A	Appeals from FMA’s exercise of power under section 385 or section 385AA
386	Liability for contravening section 385 or section 385AA
386A	Director of failed company must not be director, etc, of phoenix company with same or substantially similar name
386B	Definitions for purpose of phoenix company provisions
386C	Liability for debts of phoenix company
386D	Exception for person named in successor company notice
386E	Exception for temporary period while application for exemption is made
386F	Exception in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation
	Part 22 Miscellaneous
387	Service of documents on companies in legal proceedings
387A	Service of documents on directors in legal proceedings
388	Service of other documents on companies
388A	Service of other documents on directors
389	Service of documents on overseas companies in legal proceedings
390	Service of other documents on overseas companies
391	Service of documents on shareholders and creditors
392	Additional provisions relating to service
393	Privileged communications
394	Directors’ certificates
395	Regulations
395A	COVID-19 business debt hibernation
395B	Regulations relating to COVID-19 business debt hibernation
396	Summary Proceedings Act 1957 amended
397	Securities Transfer Act 1991 amended
398	Act subject to application of Cape Town Convention and Aircraft Protocol
399	Companies Act 1955 continues to apply for limited purposes
400	Companies restored to register or that have ceased to be in liquidation may be reregistered
401	References to companies incorporated under Companies Act 1955
402	Validation of fee used to recover costs of Registrar of New Zealand Business Numbers
	Schedule 1AA Transitional, savings, and related provisions
	Schedule 1 Proceedings at meetings of shareholders
	Schedule 2 Sections of this Act that confer powers on directors that cannot be delegated
	Schedule 3 Proceedings of the board of a company
	Schedule 4 Information to be contained in annual return
	Schedule 5 Proceedings at meetings of creditors
	Schedule 6 Powers of liquidators
	Schedule 7 Preferential claims
	Schedule 8 Proceedings at meetings of liquidation committees
	Schedule 9 Liquidation of overseas companies
	Schedule 10 Interest class: principles
	Schedule 11 Liquidation of associations
	Schedule 12 Safe harbour provisions relating to outbreak of COVID-19
	Schedule 13 COVID-19 business debt hibernation
	Reprint notes

An Act to reform the law relating to companies, and, in particular,—

(a)

to reaffirm the value of the company as a means of achieving economic and social benefits through the aggregation of capital for productive purposes, the spreading of economic risk, and the taking of business risks; and

(b)

to provide basic and adaptable requirements for the incorporation, organisation, and operation of companies; and

(c)

to define the relationships between companies and their directors, shareholders, and creditors; and

(d)

to encourage efficient and responsible management of companies by allowing directors a wide discretion in matters of business judgment while at the same time providing protection for shareholders and creditors against the abuse of management power; and

(e)

to provide straightforward and fair procedures for realising and distributing the assets of insolvent companies

New Zealand Legislation

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Companies Act 1993

Companies Act 1993

Note

Contents

(a)

(b)

(c)

(d)

(e)