Plain language law

New Zealand law explained for everyone

Companies Act 1993

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

159: Notice of change of directors

You could also call this:

“Informing the Registrar about changes to company directors”

You need to tell the Registrar if there are any changes to the directors of your company. This includes when a director leaves, when a new director joins, or when a director’s name or address changes.

You have to use a special form to tell the Registrar about these changes. The form needs to say when the change happened and include information about all the directors of the company. This information is the same as what you need to provide when you first set up your company.

If you’re adding a new director, you also need to include a form that shows the new director agrees to the job and meets the requirements.

You need to send this form to the Registrar within 20 working days. If a director leaves or joins, you count from when it happened. If a director’s name or address changes, or if a director dies, you count from when your company found out about it.

If you don’t do this, all the directors of your company are breaking the law. They could be punished as set out in section 374(2).

This text is automatically generated. It might be out of date or be missing some parts. Find out more about how we do this.

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320802.

Topics:
Business > Industry rules
Business > Starting a business
Previous

158: Validity of director's acts, or

“Director's actions remain valid despite appointment issues”

Next

160: Proceedings of board, or

“How board meetings are conducted and decisions are made”

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

159Notice of change of directors

  1. The board of a company must ensure that notice in the prescribed form of—

  2. a change in the directors of a company, whether as the result of a director ceasing to hold office or the appointment of a new director, or both; or
    1. a change in the name or the residential address of a director of a company—
        1. is delivered to the Registrar for registration.

      1. A notice under subsection (1) must—

      2. specify the date of the change; and
        1. include, in relation to every person who is a director of the company from the date of the notice, the information required by section 12(2)(b)(i) to (iii); and
          1. in the case of the appointment of a new director, have attached the form of consent and certificate required pursuant to section 152; and
            1. be delivered to the Registrar within 20 working days of—
              1. the change occurring, in the case of the appointment or resignation of a director; or
                1. the company first becoming aware of the change, in the case of the death of a director or a change in the name or residential address of a director.

                2. If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

                Notes
                • Section 159(2)(b): replaced, on , by section 13 of the Companies Amendment Act 2014 (2014 No 46).