Part 1 Preliminary
2Interpretation
In this Act, unless the context otherwise requires,—
accounting period, in relation to a company, means a year ending on a balance date of the company and, if as a result of the date of the registration of the company or a change of the balance date of the company, the period ending on that date is longer or shorter than a year, that longer or shorter period is an accounting period
address for service in relation to a company, means the company's address for service adopted in accordance with section 192
annual meeting means a meeting required to be held by section 120
annual report—
- means a report prepared under section 208; and
- does not include a concise annual report
applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013
applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013
association, in Parts 15 and 16 and in Schedule 11, includes—
- a body corporate (other than a company, an overseas company, or a body corporate that may be put into liquidation under or in accordance with the Act under which it is incorporated or registered); and
- a partnership; and
- an unincorporated body of persons
balance date, in relation to a company or an overseas company, has the same meaning as in section 41 of the Financial Reporting Act 2013
board and board of directors have the meanings set out in section 127
charge includes a right or interest in relation to property owned by a company, by virtue of which a creditor of the company is entitled to claim payment in priority to creditors entitled to be paid under section 313; but does not include a charge under a charging order issued by a court in favour of a judgment creditor
class has the meaning set out in section 116
code company has the meaning set out in section 2(1) of the Takeovers Act 1993
company means—
- a company registered under Part 2:
- a company reregistered under this Act in accordance with the Companies Reregistration Act 1993
concise annual report, in relation to a company and an accounting period, means a report on the affairs of the company during that period that is prepared in accordance with the requirements prescribed in regulations made under this Act
constitution means a document referred to in section 29
control interest has the meaning set out in sections 365B to 365E
court means the High Court of New Zealand
designated FMI means a designated FMI as defined in section 5 of the Financial Market Infrastructures Act 2021 and to which subpart 5 of Part 3 of that Act applies
director has the meaning set out in section 126
distribution, in relation to a distribution by a company to a shareholder, means—in relation to shares held by that shareholder, and whether by means of a purchase of property, the redemption or other acquisition of shares, a distribution of indebtedness, or by some other means
- the direct or indirect transfer of money or property, other than the company's own shares, to or for the benefit of the shareholder; or
- the incurring of a debt to or for the benefit of the shareholder—
dividend has the meaning set out in section 53
document means a document in any form; and includes—
- any writing on any material; and
- information recorded or stored by means of a tape recorder, computer, or other device; and material subsequently derived from information so recorded or stored; and
- a book, graph, or drawing; and
- a photograph, film, negative, tape, or other device in which 1 or more visual images are embodied so as to be capable (with or without the aid of equipment) of being reproduced
enforcement country means a country, State, or territory outside New Zealand prescribed for the purposes of section 10(d)
entitled person, in relation to a company, means—
- a shareholder; and
- a person upon whom the constitution confers any of the rights and powers of a shareholder
existing company means a body corporate registered or deemed to be registered under Part 2 or Part 10 of the Companies Act 1955, or under the Companies Act 1933, the Companies Act 1908, the Companies Act 1903, the Companies Act 1882, or the Joint Stock Companies Act 1860
financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011
financial product has the same meaning as in section 7 of the Financial Markets Conduct Act 2013
financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013
FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011
generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013
group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013
holding company has the meaning set out in section 5
insolvency practitioner has the same meaning as in section 5(1) of the Insolvency Practitioners Regulation Act 2019
interest group has the meaning set out in section 116
interested, in relation to a director, has the meaning set out in section 139
interests register means the register kept under section 189(1)(c)
licensed insolvency practitioner has the same meaning as in section 5(1) of the Insolvency Practitioners Regulation Act 2019
licensed insurer has the same meaning as in section 6(1) of the Insurance (Prudential Supervision) Act 2010
licensed market has the same meaning as in section 6(1) of the Financial Markets Conduct Act 2013
limited partnership has the meaning set out in section 6 of the Limited Partnerships Act 2008
listed issuer has the same meaning as in section 6(1) of the Financial Markets Conduct Act 2013
major transaction has the meaning set out in section 129(2)
New Zealand register means the register of companies incorporated in New Zealand kept pursuant to section 360(1)(a)
ordinary resolution has the meaning set out in section 105(2)
overseas company means a body corporate that is incorporated outside New Zealand
overseas limited partnership has the meaning set out in section 4 of the Limited Partnerships Act 2008
overseas register means the register of bodies corporate that are incorporated outside New Zealand kept pursuant to section 360(1)(b)
personal representative, in relation to an individual, means the executor, administrator or trustee of the estate of that individual
pre-emptive rights means the rights conferred on shareholders under section 45
prescribed form means a form prescribed by regulations made under this Act that contains, or has attached to it, such information or documents as those regulations may require
prohibition order means an order made under section 239ADV(1) or 286(5) or under section 37(6) of the Receiverships Act 1993 that prohibits a person from acting as an insolvency practitioner
property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal, and includes rights, interests, and claims of every kind in relation to property however they arise
receiver has the same meaning as in section 2(1) of the Receiverships Act 1993
records means the documents required to be kept by a company under section 189(1)
redeemable has the meaning set out in section 68
registered office has the meaning set out in section 186
Registrar means the Registrar of Companies appointed in accordance with section 357(1)
related company has the meaning set out in subsection (3)
relative, in relation to any person, means—
- any parent, child, brother, or sister of that person; or
- any spouse, civil union partner, or de facto partner of that person; or
- any parent, child, brother, or sister of a spouse, civil union partner, or de facto partner of that person; or
- a nominee or trustee for any of those persons
relevant interest has the meaning set out in section 146
rules, in relation to a designated FMI, is to be read in accordance with section 35 of the Financial Market Infrastructures Act 2021
secured creditor, in relation to a company, means a person entitled to a charge on or over property owned by that company
share has the meaning set out in section 35
share register means the share register required to be kept under section 87
shareholder has the meaning set out in section 96
solvency test has the meaning set out in section 4
special meeting means a meeting called in accordance with section 121
special resolution means a resolution approved by a majority of 75% or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question
spouse, in relation to a person (A), includes a person with whom A has a de facto relationship (whether that person is of the same or a different sex) and a civil union partner
stock exchange means—
- a licensed market; or
- a financial product market that is authorised to operate in an overseas jurisdiction in accordance with the laws of that jurisdiction
subsidiary has the meaning set out in section 5
surplus assets means the assets of a company remaining after the payment of creditors' claims and available for distribution in accordance with section 313 prior to its removal from the New Zealand register
ultimate holding company, in relation to a company, means a body corporate that—
- is a holding company of the company; and
- is itself not a subsidiary of any body corporate
ultimate holding company information has the meaning set out in section 94A
working day means a day of the week other than—
- a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day; and
- if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and
- a day in the period commencing with 25 December in any year and ending with 2 January in the following year; and
- if 1 January in any year falls on a Friday, the following Monday; and
- if 1 January in any year falls on a Saturday or a Sunday, the following Monday and Tuesday.
- means a report prepared under section 208; and
Where,—
- in relation to a company or an overseas company, any document is required to be delivered or any thing is required to be done to a District Registrar or an Assistant Registrar in whose office the records relating to the company or overseas company are kept within a period specified by this Act; and
- the last day of that period falls on the day of the anniversary of the province in which that office is situated,—
In this Act, a company is related to another company if—
- the other company is its holding company or subsidiary; or
- more than half of the issued shares of the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, are held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or
- more than half of the issued shares, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, of each of them are held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or
- the businesses of the companies have been so carried on that the separate business of each company, or a substantial part of it, is not readily identifiable; or
- there is another company to which both companies are related;—
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A reference in this Act to an address means,—
- in relation to an individual, the full address of the place where that person usually lives:
- in relation to a body corporate, its registered office or, if it does not have a registered office, its principal place of business.
An example used in this Act is only illustrative of the provisions to which it relates. It does not limit those provisions.
If an example and a provision to which it relates are inconsistent, the provision prevails.
Notes
- Section 2(1) annual report: inserted, on , by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).
- Section 2(1) applicable auditing and assurance standard: inserted, on , by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) applicable financial reporting standard: inserted, on , by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) association: inserted, on , by section 4 of the Companies Amendment Act 2016 (2016 No 57).
- Section 2(1) balance date: replaced, on , by section 24(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) code company: inserted, on , by section 27 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) concise annual report: inserted, on , by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).
- Section 2(1) control interest: inserted, on , by section 36 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) designated FMI: inserted, on , by section 163(1) of the Financial Market Infrastructures Act 2021 (2021 No 13).
- Section 2(1) designated settlement system: repealed, on , by section 163(1) of the Financial Market Infrastructures Act 2021 (2021 No 13).
- Section 2(1) enforcement country: inserted, on , by section 8 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) exempt company: repealed, on , by section 24(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) financial markets participant: inserted, on , by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
- Section 2(1) financial product: inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
- Section 2(1) financial statements: replaced, on , by section 24(3) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) FMA: inserted, on , by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
- Section 2(1) generally accepted accounting practice: inserted, on , by section 24(6) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) group financial statements: replaced, on , by section 24(4) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) group of companies: repealed, on , by section 24(5) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(1) insolvency practitioner: inserted, on , by section 4 of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
- Section 2(1) licensed insolvency practitioner: inserted, on , by section 4 of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
- Section 2(1) licensed insurer: inserted, on , by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).
- Section 2(1) licensed market: inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
- Section 2(1) limited partnership: inserted, on , by section 8 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) listed issuer: inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
- Section 2(1) overseas limited partnership: inserted, on , by section 8 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) prohibition order: inserted, on , by section 4 of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
- Section 2(1) receiver: inserted, on , by section 4(1) of the Companies Amendment Act 2006 (2006 No 56).
- Section 2(1) relative paragraph (a): replaced, on , by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).
- Section 2(1) relative paragraph (b): replaced, on , by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).
- Section 2(1) relative paragraph (ba): inserted, on , by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).
- Section 2(1) rules: inserted, on , by section 163(1) of the Financial Market Infrastructures Act 2021 (2021 No 13).
- Section 2(1) securities: repealed, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
- Section 2(1) spouse: replaced, on , by section 4(2) of the Companies Amendment Act 2006 (2006 No 56).
- Section 2(1) stock exchange: inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
- Section 2(1) ultimate holding company: inserted, on , by section 8 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) ultimate holding company information: inserted, on , by section 8 of the Companies Amendment Act 2014 (2014 No 46).
- Section 2(1) working day paragraph (a): replaced, on , by wehenga 7 o Te Ture mō te Hararei Tūmatanui o te Kāhui o Matariki 2022/section 7 of the Te Kāhui o Matariki Public Holiday Act 2022 (2022 No 14).
- Section 2(1) working day paragraph (ab): inserted, on , by section 8 of the Holidays (Full Recognition of Waitangi Day and ANZAC Day) Amendment Act 2013 (2013 No 19).
- Section 2(3)(b): amended, on , by section 3 of the Companies Amendment Act (No 2) 2004 (2004 No 24).
- Section 2(4): repealed, on , by section 4 of the Companies Amendment Act 2013 (2013 No 111).
- Section 2(6): inserted, on , by section 24(7) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
- Section 2(7): inserted, on , by section 24(7) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).