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Companies Act 1993

Shareholders and their rights and obligations - Ascertaining shareholders

125: Shareholders entitled to receive distributions, attend meetings, and exercise rights

You could also call this:

“Shareholders' rights: who can receive money, attend meetings, and make decisions”

When you are a shareholder in a company, you have certain rights. These rights include getting money from the company (called distributions), buying new shares before others can, and other benefits that the company’s rules or the law give you.

To figure out which shareholders can use these rights, the company’s board can pick a date. If they do this, only people who are listed as shareholders on that date can use the rights. If the board doesn’t pick a date, then it’s the people who are listed as shareholders on the day when the board or shareholders make a decision about these rights.

The board can’t pick a date that’s more than 20 working days before the day when the company plans to do something related to these rights.

For meetings, the board can also pick a date to decide who gets invited. If they don’t pick a date, it’s the people who are listed as shareholders at the end of the day before the invitations are sent out.

When picking a date for meetings, the board must choose a date that’s not more than 30 working days and not less than 10 working days before the meeting.

Remember, the company keeps a list of who owns shares. This list is called the share register, and it’s used to know who can use these rights or attend meetings.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320626.

Topics:

Business > Industry rules

Business > Fair trading

Money and consumer rights > Consumer protection

124: Proceedings at meetings, or

“How shareholder meetings are conducted and the rules that apply”

126: Meaning of director, or

“Who counts as a director of a company”

Part 7 Shareholders and their rights and obligations
Ascertaining shareholders

125Shareholders entitled to receive distributions, attend meetings, and exercise rights

The shareholders who are—
entitled to receive distributions; or
entitled to exercise pre-emptive rights to acquire shares in accordance with section 45; or
entitled to exercise any other right or receive any other benefit under this Act or the constitution or pursuant to the terms of issue of shares—
if the board fixes a date for the purpose, those shareholders whose names are registered in the share register on that date:
if the board does not fix a date for the purpose, those shareholders whose names are registered in the share register on the day on which the board or the shareholders, as the case may be, pass the resolution concerned.

A date must not be fixed under subsection (1) that precedes by more than 20 working days the date on which the proposed action will be taken.
The shareholders who are entitled to receive notice of a meeting of shareholders are,—
if the board fixes a date for the purpose, those shareholders whose names are registered in the share register on that date:
if the board does not fix a date for the purpose, those shareholders whose names are registered in the share register at the close of business on the day immediately preceding the day on which the notice is given.

A date must not be fixed under subsection (3) that precedes by more than 30 working days or less than 10 working days the date on which the meeting is to be held.

Notes

Section 125(1)(c): replaced, on 30 June 1997, by section 9(1) of the Companies Act 1993 Amendment Act 1997 (1997 No 27).
Section 125(1)(e): replaced, on 30 June 1997, by section 9(2) of the Companies Act 1993 Amendment Act 1997 (1997 No 27).