Plain language law

New Zealand law explained for everyone

Companies Act 1993

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

144: Interested director may vote

You could also call this:

“Directors can participate in decisions on deals they have a personal interest in”

If you are a director of a company and you have an interest in a business deal the company is making or planning to make, you can still take part in decisions about that deal. This means you can vote on matters related to the deal, attend meetings about it, and be counted as part of the group needed to make decisions. You can also sign documents about the deal for the company and do other director tasks related to it. You can do all these things as if you didn’t have any personal interest in the deal at all. However, remember that this is only allowed if the company’s rules (called the constitution) don’t say otherwise.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320679.

Topics:
Business > Industry rules
Business > Fair trading
Government and voting > Government departments
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Part 8 Directors and their powers and duties
Transactions involving self-interest

144Interested director may vote

  1. Subject to the constitution of the company, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may—

  2. vote on a matter relating to the transaction; and
    1. attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purpose of a quorum; and
      1. sign a document relating to the transaction on behalf of the company; and
        1. do any other thing in his or her capacity as a director in relation to the transaction—
            1. as if the director were not interested in the transaction.