Companies and Limited Partnerships Amendment Bill

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Hon Craig Foss

Companies and Limited Partnerships Amendment Bill

Government Bill

344—2

As reported from the Commerce Committee

Contents

Commentary

Key

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

4A Consequential amendment to Summary Proceedings Act 1957

Subpart 2One or more directors to live in New Zealand and other measures

5 Interpretation

6 Essential requirements

7 Meaning of director

7A Application for registration

7B New heading and sections 94A and 94B inserted

7C Number of directors

7D Notice of change of directors

7E Public inspection of company records

7F Amalgamation proposal

7G Inspection and evidence of registers

7H New section 367A inserted

8 New headings and sections 193B to 193T inserted

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 section 387A inserted

19 Service of other documents on companies

20 New section 388A inserted

21 Additional provisions relating to service

22 Regulations

22A Schedule 4 amended

Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc

22B Transitional provision relating to requirement for 1 or more directors to live in New Zealand, etc

Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information

22C Transitional provision relating to directors' date and place of birth information and company's ultimate holding company information

Subpart 3Arrangements and amalgamations 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 or amalgamation 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

26A Consequential amendments to takeovers code

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

30A Notice of intention to remove in other cases

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 from managing 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 1One or more general partners to live in New Zealand and other measures

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

49A Application for registration

49B Contents of registers

49C Searches of register

49D Annual return

50 New headings and sections 77A to 77O inserted

Service and resident agents

51 Service of documents

52 Regulations

Transitional provision relating to requirement for 1 or more general partners to live in New Zealand, etc

52A Transitional provision relating to requirement for 1 or more general partners to live in New Zealand, etc

Transitional provision relating to general partners' place of birth information

52B Transitional provision relating to general partners' place of birth information

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

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

Legislative history


The Parliament of New Zealand enacts as follows: