Companies Act 1993

If you need more information about this Act, please contact the administering agency: Ministry of Business, Innovation, and Employment
  • Warning: Some amendments have not yet been incorporated
  • Section 405(7) and Schedule 15 Part 1 paragraphs (h), (p), and (q): editorial changes made, on 19 January 2023, under sections 86(1) and 87(l)(i), (ii), (iii), and (iv) of the Legislation Act 2019 (2019 No 58).

Part 21 Offences and penalties

373 Penalty for failure to comply with Act

(1)

A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000:

(1)

section 25(5)(a) (which relates to the use of a company name):

(2)

section 47(7) (which relates to the consideration for which shares are issued):

(3)

section 49(5) (which relates to the consideration for which convertible financial products, options, and shares are issued):

(4)

section 52(5) (which relates to distributions to shareholders):

(5)

section 60(7) (which relates to offers to shareholders to acquire shares):

(6)

section 61(9) (which relates to the procedure for making a certain type of offer to shareholders):

(7)

section 61(10)(a) (which relates to the procedure for making a certain type of offer to shareholders):

(8)

section 63(9) (which relates to stock exchange acquisitions of a company’s own shares subject to prior notice to shareholders):

(8A)

Section 63(10)(a) (which relates to stock exchange acquisitions of a company’s own shares subject to prior notice to shareholders):

(9)

section 65(3)(a) (which relates to stock exchange acquisitions of a company’s own shares without prior notice to shareholders):

(10)

section 69(6) (which relates to the redemption of shares at the option of a company):

(11)

section 70(4) (which relates to the requirement for a company to satisfy the solvency test on the redemption of shares):

(12)

section 71(8) (which relates to special redemptions of shares):

(13)

section 71(9)(a) (which relates to special redemptions of shares):

(14)

section 76(7) (which relates to offers of financial assistance to acquire shares):

(15)

section 77(4) (which relates to the requirement to satisfy the solvency test):

(16)

section 78(8) (which relates to offers of financial assistance in certain cases):

(17)

section 78(9)(a) (which relates to offers of financial assistance in certain cases):

(18)

section 80(2)(a) (which relates to the provision of financial assistance not exceeding 5% of shareholders’ funds):

(19)

section 83(5)(a) (which relates to statements of shareholders’ rights):

(20)

section 84(6)(a) (which relates to the transfer of shares):

(21)

section 85(2)(a) (which relates to the transfer of shares under an approved system):

(22)

section 95(7)(a) (which relates to share certificates):

(23)

section 108(6) (which relates to the requirement to satisfy the solvency test):

(24)

section 122(7)(a) (which relates to resolutions in lieu of meetings):

(25)

section 218(2)(a) (which relates to the obligation to provide copies of documents):

(26)

section 221(6) (which relates to approval of an amalgamation proposal):

(27)

section 222(6) (which relates to short form amalgamations):

(27A)

section 239AEB(3) (which relates to the failure by a company in administration to disclose the fact of administration):

(27B)

section 239AW(4) (which relates to attendance by a director at a watershed meeting):

(28)

section 243(10) (which relates to the failure of a director to sign a certificate as to solvency).

(2)

A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $10,000:

(a)

section 34(3) (which relates to an alteration to the constitution of a company by the court):

(b)

section 87(4)(a) (which relates to the obligation to keep a share register):

(c)

section 88(5)(a) (which relates to the place where the share register must be kept):

(d)

section 90(2) (which relates to the duties of directors in relation to the share register):

(e)

section 140(4) (which relates to the disclosure of directors’ interests):

(f)

section 179(8) (which relates to disclosure and use of information obtained in the course of an investigation):

(g)

section 189(5)(a) (which relates to company records):

(h)

section 195(3)(a) (which relates to the place where accounting records must be kept):

(i)

section 207Q(3)(a) (which relates to the appointment of an auditor):

(ia)

section 207R(2)(a) (which relates to notification of the resignation of an auditor):

(j)
[Repealed]

(k)

section 215(2)(a) (which relates to public inspection of company records):

(l)

section 216(2)(a) (which relates to inspection of company records by shareholders):

(la)

section 239F(4) (which relates to being appointed as an administrator when disqualified):

(lb)

section 239G(2) (which relates to the duty of administrators to certify certain matters before appointment):

(lc)

section 239R(3) (which relates to the duty of replacement administrators to table an interests statement):

(ld)

section 239TA(5) (which relates to the duty of administrators to provide information and assistance to their successor):

(le)

section 239AMC(5) (which relates to the duty of administrators to give notice to creditors in certain circumstances):

(lf)

section 239AP(2) (which relates to the duty of administrators to table certain documents):

(lg)

section 239ABYA(5) (which relates to the duty of administrators to provide information and assistance to liquidators):

(lh)

section 239ACD(4) (which relates to being appointed as a deed administrator when disqualified):

(li)

section 239ACE(2) (which relates to the duty of deed administrators to certify certain matters and table certain documents before appointment):

(lj)

section 239ACJA(5) (which relates to the duty of deed administrators to provide information and assistance to their successor):

(lk)

section 239ACZ(4) (which relates to the duty of administrators to file accounts):

(ll)

section 239ACZA(3) (which relates to the duty of administrators to file updates to interests statements):

(lm)

section 239ACZB(4) (which relates to the duty of administrators and deed administrators to file summary reports):

(ln)

section 243A(3) (which relates to declarations made by directors about a company’s ability to pay its debts):

(lo)

section 245D(5) (which relates to the duty of liquidators to give notice to creditors in certain circumstances):

(m)

section 250(7) (which relates to the termination of the liquidation of a company):

(ma)

section 255(3A) (which relates to the duty of liquidators to send an interests statement and initial and 6-monthly reports):

(mb)

section 256(4) (which relates to the duty of liquidators to keep records and documents):

(mc)

section 257(3) (which relates to the duty of liquidators to submit final reports and summary reports):

(n)

section 280(6) (which relates to being appointed as a liquidator when disqualified):

(na)

section 282(2) (which relates to the duty of liquidators to certify certain matters before appointment):

(nb)

section 283(9) (which relates to the duty of liquidators to notify the Registrar of certain matters):

(nc)

section 283A(5) (which relates to the duty of liquidators to provide information and assistance to their successor):

(o)

section 333(5)(a) (which relates to name reservation by overseas companies):

(p)

section 334(6)(a) (which relates to the registration of overseas companies):

(q)

section 339(2)(a) (which relates to changes in the constitution of an overseas company):

(r)

section 340(6)(a) (which relates to the filing of annual returns by overseas companies):

(s)

section 365(5) (which relates to the Registrar’s powers of inspection):

(sa)

section 365F(7) (which relates to the Registrar’s powers to require disclosure in relation to control interests):

(t)

section 366(4) (which relates to the disclosure of information and reports obtained during an investigation):

(u)

section 381 (which relates to improper use of the word “Limited”).

(3)

A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years:

(aa)

section 256A(5) (which relates to the duty of liquidators to hold the money of a company on trust):

(a)

section 261(6A) (which relates to the power of liquidators to obtain documents and information):

(b)

section 273(2) (which relates to certain prohibited conduct):

(c)

section 274(2) (which relates to the duty to identify and deliver property).

(4)

A person convicted of an offence against any of the following sections of this Act is liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000:

(aaa)

section 138A(1) (which relates to serious breach of director’s duty to act in good faith and in best interests of company):

(a)

section 304(6) (which relates to false claims by unsecured creditors in liquidations):

(b)

section 305(11) (which relates to false claims by secured creditors in liquidations):

(c)

section 377 (which relates to false statements):

(d)

section 378 (which relates to the fraudulent use or destruction of property):

(e)

section 379 (which relates to falsifying records):

(f)

section 380 (which relates to carrying on business fraudulently or dishonestly incurring debt):

(g)

section 382(4) (which relates to persons prohibited from managing companies):

(h)

section 383(6) (which relates to acting as a director of a company while prohibited by the court):

(i)

section 385(9) (which relates to acting as a director of a company or taking part in the management of a company while prohibited by the Registrar or the FMA):

(j)

section 386A(2) (which relates to acting as a director of a phoenix company).

Section 373(1)(2): amended, on 1 July 1994, by section 46 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

Section 373(1)(3): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 373(1)(8A): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(1)(27A): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).

Section 373(1)(27A): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(1)(27B): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).

Section 373(1)(28): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(2)(h): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 373(2)(i): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 373(2)(ia): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(2)(j): repealed, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 373(2)(la): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lb): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lc): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(ld): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(le): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lf): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lg): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lh): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(li): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lj): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lk): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(ll): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lm): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(ln): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(lo): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(ma): replaced, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(mb): inserted, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(mc): replaced, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(n): replaced, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(na): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(nb): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(nc): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(2)(sa): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(3)(aa): inserted, on 1 September 2020, by section 55(4) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).

Section 373(3)(a): replaced, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

Section 373(3)(b): replaced, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

Section 373(3)(c): inserted, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

Section 373(4)(aaa): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(4)(f): amended, on 3 July 2014, by section 5 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(4)(h): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 373(4)(i): amended, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 373(4)(j): inserted, on 1 November 2007, by section 39(2) of the Companies Amendment Act 2006 (2006 No 56).