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Companies Act 1993

Shares and debentures - Share register

87: Company to maintain share register

You could also call this:

“Companies must keep a detailed record of all share ownership”

You need to keep a list of all the shares your company has given out. This list is called a share register. In the share register, you must write down if there are any rules about selling or giving away the shares. You also need to say where people can look at these rules.

For each type of share, you have to write down some important information. You need to list the names of everyone who owns shares now or has owned them in the last 10 years. Put these names in order from A to Z. You also need to write down their most recent address.

You must write down how many shares each person has owned in the last 10 years. You also need to write the date when people got new shares, sold shares back to the company, or gave their shares to someone else. If shares were given to someone else, you need to write down who gave the shares and who got them.

You can ask someone else to look after the share register for you.

If you don’t keep the share register properly, you and the people in charge of your company (called directors) might get in trouble. The company might have to pay a fine as explained in section 373(2). The directors might have to pay a fine as explained in section 374(2).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320447.

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Part 6 Shares and debentures
Share register

87Company to maintain share register

  1. A company must maintain a share register that records the shares issued by the company and states—

  2. whether, under the constitution of the company or the terms of issue of the shares, there are any restrictions or limitations on their transfer; and
    1. where any document that contains the restrictions or limitations may be inspected.

      1. The share register must state, with respect to each class of shares,—

      2. the names, alphabetically arranged, and the latest known address of each person who is, or has within the last 10 years been, a shareholder; and
        1. the number of shares of that class held by each shareholder within the last 10 years; and
          1. the date of any—each shareholder within the last 10 years, and in relation to the transfer, the name of the person to or from whom the shares were transferred.
            1. issue of shares to; or
              1. repurchase or redemption of shares from; or
                1. transfer of shares by or to—

                2. An agent may maintain the share register of the company.

                3. If a company fails to comply with subsection (1) or subsection (2),—

                4. the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and
                  1. every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).