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New Zealand law explained for everyone

Companies Act 1993

Enforcement - Personal actions by shareholders

176: Alteration to constitution

You could also call this:

“How a company's constitution can be changed by a court”

If a court changes a company’s constitution under section 174, you can’t change those parts again without the court’s permission. This is true even if other parts of the law say something different.

When the court changes or adds to a company’s constitution under section 174, it’s just like the shareholders made the change themselves using section 32. All the normal rules about constitutions still apply to the new version.

After the court changes a company’s constitution, the company’s board has 10 working days to give a copy of the court order and the new constitution to the Registrar. The Registrar needs to record these changes.

If the board doesn’t give these documents to the Registrar in time, each director of the company is breaking the law. They could be punished as described in section 374(2) if they’re found guilty.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320837.

Topics:
Business > Industry rules
Business > Fair trading
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Part 9 Enforcement
Personal actions by shareholders

176Alteration to constitution

  1. Notwithstanding anything in this Act, but subject to the order, where the court makes an order under section 174 altering or adding to the constitution of a company, the constitution must not, to the extent that it has been altered or added to by the court, again be altered or added to without the leave of the court.

  2. Any alteration or addition to the constitution of a company made by an order under section 174 has the same effect as if it had been made by the shareholders of the company pursuant to section 32 and the provisions of this Act shall apply to the constitution as altered or added to.

  3. Within 10 working days of the making of an order under section 174 altering or adding to the constitution of a company, the board of the company must ensure that a copy of the order and the constitution as altered or added to is delivered to the Registrar for registration.

  4. If the board of a company fails to comply with subsection (3), every director of the company commits an offence and is liable, on conviction, to the penalty set out in section 374(2).