Companies Act 1993

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

154: Court may appoint directors

You could also call this:

“Court can appoint directors when a company lacks them”

If a company doesn’t have any directors, or there aren’t enough directors to hold a board meeting, and it’s not possible to appoint new directors using the company’s normal rules, the court can step in to help. You or someone the company owes money to can ask the court to appoint one or more people as directors. The court will do this if they think it’s good for the company. When the court appoints directors, they can set special rules or conditions for those appointments.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320697.

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153: Appointment of first and subsequent directors, or

“How directors are appointed when a company starts and afterwards”


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

154Court may appoint directors

  1. If—

  2. there are no directors of a company, or the number of directors is less than the quorum required for a meeting of the board; and
    1. it is not possible or practicable to appoint directors in accordance with the company's constitution,—
      1. a shareholder or creditor of the company may apply to the court to appoint 1 or more persons as directors of the company, and the court may make an appointment if it considers that it is in the interests of the company to do so.

      2. An appointment may be made on such terms and conditions as the court thinks fit.