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New Zealand law explained for everyone

Companies Act 1993

Shareholders and their rights and obligations - Meetings of shareholders

120: Annual meeting of shareholders

You could also call this:

“Yearly meeting for company owners to discuss business matters”

If you are part of a company, you need to know about annual meetings. Your company’s board must hold a meeting for shareholders every year. This meeting should happen within 6 months after the company’s balance date and no more than 15 months after the last annual meeting.

For new companies, you don’t have to have your first annual meeting in the same year you register. But you must have it within 18 months of registering your company.

The meeting must happen on the date it’s set for. However, you don’t always have to have an annual meeting. You can skip it if there’s nothing to do at the meeting, the board thinks it’s okay to skip it, and your company’s rules don’t say you must have the meeting.

If your company is brand new, you have a bit more time to hold your first annual meeting. You don’t have to have it in the same year you start your company, but you must have it within 18 months of starting.

Remember, these rules about when to have the meeting can change if there’s a good reason not to have one.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320614.

Topics:
Business > Industry rules
Business > Starting a business
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Part 7 Shareholders and their rights and obligations
Meetings of shareholders

120Annual meeting of shareholders

  1. The board of a company must call an annual meeting of shareholders to be held—

  2. not later than 6 months after the balance date of the company; and
    1. not later than 15 months after the previous annual meeting.

      1. However, a company does not have to hold its first annual meeting in the calendar year of its registration but must hold that meeting within 18 months after its registration.

      2. Repealed

      3. The company must hold the meeting on the date on which it is called to be held.

      4. However, it is not necessary for the board of a company to call, or for a company to hold, an annual meeting of shareholders under this section if—

      5. there is nothing required to be done at that meeting; and
        1. the board has resolved that it is in the interests of the company to rely on this subsection (having regard to whether there is any particular issue that the shareholders should be given an opportunity to discuss, comment on, or ask questions about); and
          1. the constitution of the company does not require the meeting to be called or held.

            1. Subsections (1) to (4) are subject to subsection (5).

            Notes
            • Section 120: replaced, on , by section 3(1) of the Companies Act 1993 Amendment Act 1996 (1996 No 115).
            • Section 120(1): replaced, on , by section 27 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
            • Section 120(2): replaced, on , by section 27 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
            • Section 120(3): repealed, on , by section 27 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
            • Section 120(5): inserted, on , by section 18 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
            • Section 120(6): inserted, on , by section 18 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).