Companies Act 1993

If you need more information about this Act, please contact the administering agency: Ministry of Business, Innovation, and Employment
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Reprint as at 24 July 2008

Companies Act 1993

Public Act1993 No 105
Date of assent28 September 1993


Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This Act is administered in the Ministry of Commerce.



Essential requirements

Method of incorporation

Separate legal personality

Validity of actions

Issue of shares

Distributions to shareholders

Company may acquire its own shares

Treasury stock

Redemption of shares

Assistance by a company in the purchase of its own shares


Statement of shareholder rights

Transfer of shares

Share register

Share certificates


Liability of shareholders

Powers of Shareholders

Minority buy-out rights

Interest groups

Meetings of shareholders

Ascertaining shareholders

Powers of management

Directors' duties

Transactions involving self-interest

Appointment and removal of directors

Miscellaneous provisions relating to directors


Derivative actions

Personal actions by shareholders


Inspection of records

Authority to bind company

Pre-incorporation contracts

Registered office

Company records

Address for service

Accounting records


Disclosure to shareholders

Inspection of company records

The process of liquidation

Provisions relating to prior execution process

Duties, rights, and powers of liquidators

Qualifications and supervision of liquidators

Company unable to pay its debts

Voidable transactions

Recovery in other cases

Creditors' claims

Liquidation committees

Liquidation surplus account

Transitional provisions

Registration of overseas companies as companies under this Act

Transfer of registration of companies to other jurisdictions

Companies Amendment Act 2006

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