Plain language law

New Zealand law explained for everyone

Companies Act 1993

Capacity, powers, and validity of actions - Validity of actions

19: No constructive notice

You could also call this:

“Public availability of company documents doesn't mean you're expected to know their contents”

You don’t have to worry about knowing what’s in a company’s constitution or other documents just because they are registered or available for inspection. This means that if a company’s constitution or other documents are registered on the New Zealand register, or if you can look at them at the company’s office, you aren’t automatically expected to know what’s in them. The law doesn’t assume you’ve seen or understood these documents just because they exist and are accessible. This rule helps protect you from being held responsible for information that you might not actually know about.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320121.

Topics:
Business > Industry rules
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Part 3 Capacity, powers, and validity of actions
Validity of actions

19No constructive notice

  1. A person is not affected by, or deemed to have notice or knowledge of the contents of, the constitution of, or any other document relating to, a company merely because—

  2. the constitution or document is registered on the New Zealand register; or
    1. it is available for inspection at an office of the company.

      Compare
      • 1955 No 63 s 18B
      • 1985 No 80 s 2