Plain language law

New Zealand law explained for everyone

Companies Act 1993

Shareholders and their rights and obligations - Powers of shareholders

107: Unanimous assent to certain types of action

You could also call this:

“Company actions allowed when all decision-makers agree”

This section talks about when everyone who has a right to decide in a company agrees on something. When this happens, the company can do some things differently than usual.

If everyone agrees, the company can give out money to shareholders in a different way. They can also offer discounts on shares differently. The company can buy its own shares or give them back to shareholders in a different way too. They can even help people buy shares in the company differently.

The company can also give out new shares in a different way if everyone agrees. If a director wants to be part of a deal with the company, it’s okay as long as everyone agrees.

For any of these agreements to work, they must be written down. People can agree to one specific action, or they can agree to let the company do these things anytime.

If someone changes their mind about letting the company do these things anytime, they can tell the company in writing. After that, their agreement doesn’t count anymore.

When the company does something based on everyone’s agreement, they must tell all the people who have a right to decide about it within 10 working days.

If the company leaders don’t tell everyone about what they did, they can get in trouble with the law.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320484.

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“Shareholders use special votes for big company decisions”

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Part 7 Shareholders and their rights and obligations
Powers of shareholders

107Unanimous assent to certain types of action

  1. Notwithstanding section 52 but subject to section 108, if all entitled persons have agreed or concur,—

  2. a dividend may be authorised otherwise than in accordance with section 53:
    1. a discount scheme may be approved otherwise than in accordance with section 55:
      1. shares in a company may be acquired otherwise than in accordance with sections 59 to 65:
        1. shares in a company may be redeemed otherwise than in accordance with sections 69 to 72:
          1. financial assistance may be given for the purpose of, or in connection with, the purchase of shares otherwise than in accordance with sections 76 to 80:
            1. any of the matters referred to in section 161(1) may be authorised otherwise than in accordance with that section.

              1. If all entitled persons have agreed or concur, shares may be issued otherwise than in accordance with section 42 or section 44 or section 45.

              2. If all entitled persons have agreed to or concur in a company entering into a transaction in which a director is interested, nothing in sections 140 and 141 shall apply in relation to that transaction.

              3. For the purposes of this section, no agreement or concurrence of the entitled persons is valid or enforceable unless the agreement or concurrence is in writing.

              4. An agreement or concurrence may be—

              5. a separate agreement to, or concurrence in, the particular exercise of the power referred to; or
                1. an agreement to, or concurrence in, the exercise of the power generally or from time to time.

                  1. An entitled person may at any time, by notice in writing to the company, withdraw from any agreement or concurrence referred to in subsection (5)(b) and any such notice shall have effect accordingly.

                  2. Where a power is exercised pursuant to an agreement or concurrence referred to in subsection (5)(b), the board of the company must, within 10 working days of the exercise of the power, send to every entitled person a notice in writing containing details of the exercise of the power.

                  3. If the board of a company fails to comply with subsection (7), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

                  Notes
                  • Section 107(1)(c): amended, on , by section 7 of the Companies Act 1993 Amendment Act 2001 (2001 No 18).