Companies Act 1993

Shares and debentures - Distributions to shareholders

54: Shares in lieu of dividends

You could also call this:

“Getting company shares instead of cash dividends”

The company’s board can give you shares instead of dividends if you agree to it. This can happen for a dividend that’s about to be paid or for future dividends. But there are some rules they must follow.

The board has to offer this choice to all shareholders in the same group, and everyone must get the same deal. If all shareholders chose to get shares instead of dividends, it shouldn’t change how much say you have in the company or how much you get from it.

You need to have enough time to decide if you want the shares or not. If you do choose shares, you’ll get them under the same conditions as everyone else who picks this option.

The board also has to follow the rules in section 47 when they do this.

Remember, this can only happen if the company’s constitution allows it.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320174.

Topics:
Business > Industry rules
Business > Fair trading

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Part 6 Shares and debentures
Distributions to shareholders

54Shares in lieu of dividends

  1. Subject to the constitution of the company, the board of a company may issue shares to any shareholders who have agreed to accept the issue of shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends if—

  2. the right to receive shares, wholly or partly, in lieu of the proposed dividend or proposed future dividends has been offered to all shareholders of the same class on the same terms; and
    1. if all shareholders elected to receive the shares in lieu of the proposed dividend, relative voting or distribution rights, or both, would be maintained; and
      1. the shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it; and
        1. the shares issued to each shareholder are issued on the same terms and subject to the same rights as the shares issued to all shareholders in that class who agree to receive the shares; and
          1. the provisions of section 47 are complied with by the board.