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Companies Act 1993

Directors and their powers and duties - Transactions involving self-interest

139: Meaning of interested

You could also call this:

“What it means to be 'interested' in a company transaction as a director”

You are considered ‘interested’ in a company transaction if you are a director of that company and any of these things apply:

You are part of the transaction or you might get a significant amount of money from it.

You have a big financial interest in another party involved in the transaction.

You are a director, officer, or trustee of another party in the transaction, or of someone who might get a lot of money from it. This doesn’t include the company’s parent company (if your company is fully owned by it), a company that your company fully owns, or a company that is fully owned by the same parent company as yours.

You are the parent, child, spouse, civil union partner, or de facto partner of another party in the transaction or of someone who might get a lot of money from it.

You have any other significant direct or indirect interest in the transaction.

However, you are not considered ‘interested’ if the transaction is only about your company giving security to a third party. This third party must not be connected to you. The security must be for a debt or obligation of the company that you or someone else has personally taken responsibility for, either fully or partly, through a guarantee, indemnity, or by depositing security.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320671.

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Part 8 Directors and their powers and duties
Transactions involving self-interest

139Meaning of interested

  1. Subject to subsection (2), for the purposes of this Act, a director of a company is interested in a transaction to which the company is a party if, and only if, the director—

  2. is a party to, or will or may derive a material financial benefit from, the transaction; or
    1. has a material financial interest in another party to the transaction; or
      1. is a director, officer, or trustee of another party to, or person who will or may derive a material financial benefit from, the transaction, not being a party or person that is—
        1. the company's holding company being a holding company of which the company is a wholly-owned subsidiary; or
          1. a wholly-owned subsidiary of the company; or
            1. a wholly-owned subsidiary of a holding company of which the company is also a wholly-owned subsidiary; or
            2. is the parent, child, spouse, civil union partner, or de facto partner of another party to, or person who will or may derive a material financial benefit from, the transaction; or
              1. is otherwise directly or indirectly materially interested in the transaction.

                1. For the purposes of this Act, a director of a company is not interested in a transaction to which the company is a party if the transaction comprises only the giving by the company of security to a third party which has no connection with the director, at the request of the third party, in respect of a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in part under a guarantee, indemnity, or by the deposit of a security.

                Notes
                • Section 139(1)(d): amended, on , by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).