Hon Craig Foss
Government Bill
344—3A
As reported from the committee of the whole House
Bill note
Key
1 Title
2 Commencement
3 Principal Act amended
Part 1Criminalisation of breaches of certain directors’ duties
4 New section 138A inserted
138A Offence for serious breach of director's duty to act in good faith and in best interests of company
4AAA Penalty for failure to comply with Act
4AAB Fraudulent use or destruction of property
4AAC Carrying on business fraudulently
4A Consequential amendment to Summary Proceedings Act 1957
Part 2One or more directors to live in New Zealand and other measures
5 Interpretation
6 Essential requirements
7A Application for registration
7B New heading and sections 94A and 94B inserted
Ultimate holding company
94A Meaning of ultimate holding company information
94B Notice of ultimate holding company changes
7C Number of directors
7D Notice of change of directors
7E Public inspection of company records
7F Amalgamation proposal
7FA Registration of amalgamation proposal
7G Inspection and evidence of registers
7H New section 367A inserted
367A Confidentiality of director information
18 New section 387A inserted
387A Service of documents on directors in legal proceedings
19 Service of other documents on companies
20 New section 388A inserted
388A Service of other documents on directors
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
Part 3Arrangements and amalgamations of code companies
No long-form amalgamations of code company under Part 13 of principal Act
23 Interpretation
24 Amalgamations
Transitional provision relating to amendments to Part 13 of principal Act
24A Transitional provision relating to amendments to Part 13 of principal Act
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
236A Arrangement or amalgamation involving code company
236B Takeovers code does not apply where court order under section 236
26 Consequential amendments to Takeovers Act 1993
23A Takeovers code does not apply where court order under section 236 of Companies Act 1993
26A Consequential amendments to takeovers code
26B Consequential amendment to Takeovers (Fees) Regulations 2001
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
Part 4Enhanced powers of Registrar
28A Interpretation
28B Meaning of director
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
37A New sections 365A to 365H and headings inserted
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
38AAA Disclosure of information and reports
38 New sections 366A to 366C inserted
366A Registrar's powers to insert note of warning in register
366B Registrar must remove note of warning
366C Immunity of Registrar
38A Inspector's report admissible in liquidation proceedings
38B Exercise of powers under section 365 not affected by appeal
Additional power for Registrar or FMA to prohibit persons from managing companies
39AAA Persons prohibited from managing companies
39AAB Court may disqualify directors
39 New section 385AA inserted
385AA Additional power for Registrar or FMA to prohibit persons from managing companies
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
43A Section 207R amended
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Schedule 1New Schedule 10 added
Schedule 2Consequential amendments to Companies Act 1993
Legislative history
The Parliament of New Zealand enacts as follows: