Companies Act 1993

If you need more information about this Act, please contact the administering agency: Ministry of Business, Innovation, and Employment
374 Penalties that may be imposed on directors in cases of failure by board or company to comply with Act

(1)

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

(l)

section 107(8) (which relates to unanimous assent to certain types of action):

(m)

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

(n)

section 188(6) (which relates to a requirement to change a company’s registered office):

(o)

section 218(2)(b) (which relates to the obligation to provide copies of documents).

(2)

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

(1)
[Repealed]

(2)

section 32(4) (which relates to the adoption and alteration of a constitution):

(3)

section 33(6) (which relates to a new form of constitution):

(4)

section 43(2) (which relates to the obligation of the board to deliver a notice of the issue of shares):

(5)

section 44(6) (which relates to the issue of shares with the approval of shareholders):

(6)

section 47(9) (which relates to the consideration for which shares are issued):

(7)

section 49(6) (which relates to the consideration for which convertible financial products, options, and shares are issued):

(8)

section 58(4) (which relates to the acquisition by a company of its own shares):

(9)

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

(10)

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

(10A)

section 94B(3) (which relates to the obligation to give notice of a change in ultimate holding company information):

(11)

section 159(3) (which relates to the obligation to give notice of a change of directors):

(12)

section 176(4) (which relates to alterations to the constitution of a company by the court):

(13)

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

(14)

section 190(3) (which relates to the form in which company records are kept):

(15)

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

(16)

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

(16A)
[Repealed]

(17)

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

(18)

section 207W(2) (which relates to the attendance of auditors at meetings of shareholders):

(19)

section 208(3) (which relates to the duty to prepare an annual report):

(20)
[Repealed]

(21)

section 209(7) (which relates to the obligation to make the annual report available to shareholders):

(22)

section 209A(5) (which relates to the obligation to send copies of annual reports or concise annual reports to shareholders on request):

(22A)

section 209B(3) (which relates to making annual reports and concise annual reports available by electronic means):

(23)

section 214(10) (which relates to the obligation to file an annual return):

(24)

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

(25)

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

(26)

section 236(5) (which relates to the approval of arrangements, amalgamations, and compromises by the court):

(27)

section 237(3) (which relates to the power of the court to make additional orders in connection with the approval of an arrangement or amalgamation or compromise):

(28)

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

(29)

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

(30)

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

(31)

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

(32)

section 365G(4) (which relates to the Registrar’s powers to require directors to disclose their controllers).

(3)

A director of a company who is convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $50,000:

(a)

section 194(4) (which relates to the keeping of accounting records):

(b)

section 207G(3) (which relates to the preparation, audit, and registration of financial statements).

Section 374(1)(c): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 374(2)(1): repealed, on 1 July 1994, by section 47 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

Section 374(2)(5): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 374(2)(7): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 374(2)(10A): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 374(2)(15): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(16): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(16A): repealed, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(17): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(17): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 374(2)(18): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(19): replaced, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(20): repealed, on 1 April 2014, by section 40(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 374(2)(21): replaced, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

Section 374(2)(22): replaced, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

Section 374(2)(22A): inserted, on 18 June 2007, by section 13 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

Section 374(2)(32): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).

Section 374(3): inserted, on 1 April 2014, by section 40(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).