Companies Act 1993

Shares and debentures - Share register

88: Place of share register

You could also call this:

“Where companies must keep their list of shareholders”

A company’s share register is a list of all its shareholders. If the company’s rules allow it, this register can be split into two or more parts kept in different places. But the main part, called the principal register, must always be in New Zealand.

If the share register is split up, the company needs to tell the Registrar where each part is kept. They must do this within 10 working days of splitting the register or changing where a part is kept. The company also needs to keep a copy of each part of the register in the same place as the principal register.

When something is added to a part of the register that isn’t the principal register, the company must add the same information to the copy kept with the principal register within 10 working days.

The principal register is either the whole share register if it’s not split up, or the part that was called the principal register in the last notice sent to the Registrar.

If a company doesn’t follow these rules, it can get in trouble. The company itself and its directors can be punished as set out in section 373(2) and section 374(2) of the Companies Act.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320448.

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Part 6 Shares and debentures
Share register

88Place of share register

  1. The share register may, if expressly permitted by the constitution, be divided into 2 or more registers kept in different places.

  2. The principal register must be kept in New Zealand.

  3. If a share register is divided into 2 or more registers kept in different places,—

  4. notice of the place where each register is kept must be delivered to the Registrar for registration within 10 working days after the share register is divided or any place where a register is kept is altered; and
    1. a copy of every register must be kept at the same place as the principal register; and
      1. if an entry is made in a register other than the principal register, a corresponding entry must be made within 10 working days in the copy of that register kept with the principal register.
        1. In this section, principal register, in relation to a company, means—

        2. if the share register is not divided into 2 or more registers, the share register:
          1. if the share register is divided into 2 or more registers, the register described as the principal register in the last notice sent to the Registrar.
            1. If a company fails to comply with subsection (2) or subsection (3),—

            2. 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).