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Companies Act 1993

Directors and their powers and duties - Appointment and removal of directors

151: Qualifications of directors

You could also call this:

“Who can be a company director”

You can become a director of a company if you’re a real person and not disqualified. You can’t be a director if you’re under 18, bankrupt, or banned from being a director. You also can’t be a director if you’re not allowed to manage companies or partnerships in New Zealand or other countries. If you have certain legal orders against you or don’t meet the company’s own rules, you can’t be a director either.

Only real people can be directors, not other companies or organisations. If you act as a director when you’re not allowed to, you’ll still have to follow the rules for directors.

If the company is an employer, you can’t be a director if you’re not allowed to be an officer of an employer. There are also rules about being a director if you’ve been banned from similar roles in other countries.

Remember, these are just the basic rules. Some companies might have extra requirements in their constitution that you need to meet to be a director.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320690.

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Part 8 Directors and their powers and duties
Appointment and removal of directors

151Qualifications of directors

  1. A natural person who is not disqualified by subsection (2) may be appointed as a director of a company.

  2. The following persons are disqualified from being appointed or holding office as a director of a company:

  3. a person who is under 18 years of age:
    1. a person who is an undischarged bankrupt:
      1. a person who is prohibited from being a director of a company under section 299(1)(b) of the Insolvency Act 2006:
        1. a person who is prohibited from directly or indirectly being concerned, or taking part, in the management of a company under section 299(1)(c) of the Insolvency Act 2006:
                1. a person who is prohibited from being a director or promoter of or being concerned or taking part in the management of a company under section 382, 383, 385, or 385AA:
                  1. a person who is prohibited from being a general partner or promoter of, or being concerned or taking part in the management of, a limited partnership under section 103A, 103B, 103D, or 103E of the Limited Partnerships Act 2008:
                    1. a person who is prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Financial Markets Conduct Act 2013 or the Takeovers Act 1993:
                      1. in the case of a company that is an employer, a person who is prohibited from being an officer of an employer under sections 142M and 142N(1)(b) of the Employment Relations Act 2000:
                        1. a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:
                          1. being a director of an overseas company:
                            1. being a promoter of an overseas company:
                              1. being concerned or taking part in the management of an overseas company:
                              2. a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:
                                1. being a general partner of an overseas limited partnership:
                                  1. being a promoter of an overseas limited partnership:
                                    1. being concerned or taking part in the management of an overseas limited partnership:
                                    2. a person who is subject to a property order made under section 30 or section 31 of the Protection of Personal and Property Rights Act 1988:
                                      1. in relation to any particular company, a person who does not comply with any qualifications for directors contained in the constitution of that company.

                                        1. A person that is not a natural person cannot be a director of a company.

                                        2. A person who is disqualified from being a director but who acts as a director is a director for the purposes of a provision of this Act that imposes a duty or an obligation on a director of a company.

                                        Notes
                                        • Section 151(2)(baa): inserted, on , by section 6 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                                        • Section 151(2)(bab): inserted, on , by section 6 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                                        • Section 151(2)(ba): repealed, on , by section 7 of the Companies Amendment Act 2013 (2013 No 111).
                                        • Section 151(2)(c): repealed, on , by section 7 of the Companies Amendment Act 2013 (2013 No 111).
                                        • Section 151(2)(d): repealed, on , by section 7 of the Companies Amendment Act 2013 (2013 No 111).
                                        • Section 151(2)(e): amended, on , by section 58 of the Companies Amendment Act 2014 (2014 No 46).
                                        • Section 151(2)(eaa): inserted, on , by section 58 of the Companies Amendment Act 2014 (2014 No 46).
                                        • Section 151(2)(ea): inserted, on , by section 25 of the Securities Amendment Act 2006 (2006 No 46).
                                        • Section 151(2)(ea): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
                                        • Section 151(2)(eab): inserted, on , by section 39 of the Employment Relations Amendment Act 2016 (2016 No 9).
                                        • Section 151(2)(eb): inserted, on , by section 5(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).
                                        • Section 151(2)(ec): inserted, on , by section 58 of the Companies Amendment Act 2014 (2014 No 46).