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Companies Act 1993
Disclosure by companies
Disclosure to shareholders
211A: Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies

Part 1:
Preliminary

2Interpretation 3Public notice 4Meaning of solvency test 5Meaning of holding company and subsidiary 6Extended meaning of subsidiary 7Control defined 8Certain matters to be disregarded 8ATransitional, savings, and related provisions 9Act binds the Crown

Part 2:
Incorporation

Part 3:
Capacity, powers, and validity of actions

16Capacity and powers

Validity of actions

17Validity of actions 18Dealings between company and other persons 19No constructive notice

Part 4:
Company names

20Name to be reserved 21Name of company if liability of shareholders limited 22Application for reservation of name 23Change of name 24Direction to change name 25Use of company name

Part 5:
Company constitution

26No requirement for company to have constitution 27Effect of Act on company having constitution 28Effect of Act on company not having constitution 29Form of constitution 30Contents of constitution 31Effect of constitution 32Adoption, alteration, and revocation of constitution 33New form of constitution 34Court may alter constitution

Part 6:
Shares and debentures

35Legal nature of shares 36Rights and powers attaching to shares 37Types of shares 38No nominal value 39Transferability of shares 40Contracts for issue of shares

Issue of shares

41Issue of shares on registration and amalgamation 42Issue of other shares 43Notice of share issue 44Shareholder approval for issue of shares 45Pre-emptive rights 46Consideration for issue of shares 46AConsideration for issue of shares on registration 47Consideration to be decided by board 48Exceptions to section 47 49Consideration in relation to issue of options and convertible financial products 50Consent to issue of shares 51Time of issue of shares

Distributions to shareholders

52Board may authorise distributions 53Dividends 54Shares in lieu of dividends 55Shareholder discounts 56Recovery of distributions 57Reduction of shareholder liability a distribution

Company may acquire its own shares

58Company may acquire its own shares 59Acquisition of company's own shares 60Board may make offer to acquire shares 61Special offers to acquire shares 62Disclosure document 63Stock exchange acquisitions subject to prior notice to shareholders 64Disclosure document 65Stock exchange acquisitions not subject to prior notice to shareholders 66Cancellation of shares repurchased 67Enforceability of contract to repurchase shares

Treasury stock

67ACompany may hold its own shares 67BRights and obligations of shares company holds in itself suspended 67CReissue of shares company holds in itself

Redemption of shares

68Meaning of redeemable 69Redemption at option of company 70Company must satisfy solvency test 71Special redemption of shares 72Disclosure document 73Cancellation of shares redeemed 74Redemption at option of shareholder 75Redemption on fixed date

Assistance by a company in the purchase of its own shares

76Financial assistance 77Company must satisfy solvency test 78Special financial assistance 79Disclosure document 80Financial assistance not exceeding 5% of shareholders' funds 81Enforceability of transactions

Cross-holdings

82Subsidiary may not hold shares in holding company

Statement of shareholder rights

83Statement of rights to be given to shareholders

Transfer of shares

84Transfer of shares 85Transfer of shares under approved system 86Transfer of shares by operation of law

Share register

87Company to maintain share register 88Place of share register 89Share register as evidence of legal title 90Directors' duty to supervise share register 91Power of court to rectify share register 92Trusts not to be entered on register 93Personal representative may be registered 94Assignee of bankrupt may be registered

Ultimate holding company

94AMeaning of ultimate holding company information 94BNotice of ultimate holding company changes

Share certificates

95Share certificates

Debentures

95APerpetual debentures 95BPower to reissue redeemed debentures in certain cases 95CSpecific performance of contracts to subscribe for debentures

Part 7:
Shareholders and their rights and obligations

96Meaning of shareholder

Liability of shareholders

97Liability of shareholders 98Liability of former shareholders 99Additional provisions relating to liability of shareholders and former shareholders 100Liability for calls 101Shareholders not required to acquire shares by alteration to constitution 102Liability of personal representative 103Liability of an assignee

Powers of shareholders

104Exercise of powers reserved to shareholders 105Exercise of powers by ordinary resolution 106Powers exercised by special resolution 107Unanimous assent to certain types of action 108Company to satisfy solvency test 109Management review by shareholders

Minority buy-out rights

110Shareholder may require company to purchase shares 111Notice requiring purchase 112Price for shares to be purchased by company determined 112APrice for shares referred to arbitration if shareholder objects to price 112BInterest payable on outstanding payments 112CTiming of transfer of shares 113Purchase of shares by third party 114Court may grant exemption 115Court may grant exemption if company insolvent

Interest groups

116Meaning of classes and interest groups 117Alteration of shareholder rights 118Shareholder may require company to purchase shares 119Actions not invalid

Meetings of shareholders

120Annual meeting of shareholders 121Special meetings of shareholders 122Resolution in lieu of meeting 123Court may call meeting of shareholders 124Proceedings at meetings

Ascertaining shareholders

125Shareholders entitled to receive distributions, attend meetings, and exercise rights

Part 8:
Directors and their powers and duties

126Meaning of director 127Meaning of board

Powers of management

128Management of company 129Major transactions 130Delegation of powers

Directors' duties

131Duty of directors to act in good faith and in best interests of company 132Exercise of powers in relation to employees 133Powers to be exercised for proper purpose 134Directors to comply with Act and constitution 135Reckless trading 136Duty in relation to obligations 137Director's duty of care 138Use of information and advice 138AOffence for serious breach of director's duty to act in good faith and in best interests of company 138BSafe harbour for directors relating to effects of COVID-19

Transactions involving self-interest

139Meaning of interested 140Disclosure of interest 141Avoidance of transactions 142Effect on third parties 143Application of sections 140 and 141 in certain cases 144Interested director may vote 145Use of company information 146Meaning of relevant interest 147Relevant interests to be disregarded in certain cases 148Disclosure of share dealing by directors 149Restrictions on share dealing by directors

Appointment and removal of directors

150Number of directors 151Qualifications of directors 152Director's consent required 153Appointment of first and subsequent directors 154Court may appoint directors 155Appointment of directors to be voted on individually 156Removal of directors 157Director ceasing to hold office 158Validity of director's acts 159Notice of change of directors

Miscellaneous provisions relating to directors

160Proceedings of board 161Remuneration and other benefits 162Indemnity and insurance

Part 9:
Enforcement

163Interpretation

Injunctions

164Injunctions

Derivative actions

165Derivative actions 166Costs of derivative action to be met by company 167Powers of court where leave granted 168Compromise, settlement, or withdrawal of derivative action

Personal actions by shareholders

169Personal actions by shareholders against directors 170Actions by shareholders to require directors to act 171Personal actions by shareholders against company 172Actions by shareholders to require company to act 173Representative actions 174Prejudiced shareholders 175Certain conduct deemed prejudicial 176Alteration to constitution

Ratification

177Ratification of certain actions of directors

Inspection of records

178Information for shareholders 179Investigation of records

Part 10:
Administration of companies

Authority to bind company

180Method of contracting 181Attorneys

Pre-incorporation contracts

182Pre-incorporation contracts may be ratified 183Warranties implied in pre-incorporation contracts 184Failure to ratify 185Breach of pre-incorporation contract 185AJurisdiction of District Court

Registered office

186Registered office 187Change of registered office 188Requirement to change registered office

Company records

189Company records 190Form of records 191Inspection of records by directors

Address for service

192Address for service 193Change of address for service 193ARectification or correction of address for service

Part 11:
Accounting records and financial reporting

Accounting records

194Accounting records must be kept 195Place accounting records to be kept

Financial reporting

196Overview 197Non-application of subpart if alternative financial reporting duties under financial markets legislation 198Interpretation 199Determining number of shareholders

Preparation of financial statements

200Application of preparation provisions 201Financial statements must be prepared 202Group financial statements must be prepared 203Recognition of financial reporting requirements of overseas countries 204Financial statements for overseas company must include financial statements for large New Zealand business 205Balance date of subsidiaries

Audit of financial statements

206Application of audit requirement 207Financial statements must be audited 207AAudit must be carried out in accordance with auditing and assurance standards 207BAuditor must report to shareholders 207CAuditor's report must be sent to Registrar and External Reporting Board if requirements have not been complied with

Registration of financial statements of overseas companies and other companies with significant overseas ownership

207DApplication of registration provisions 207EFinancial statements must be registered

Shareholders may request copy of financial statements prepared for tax purposes

207FShareholders may request copy of financial statements prepared for tax purposes

Financial reporting offences

207GFinancial reporting offences

Provisions relating to opting out and opting in

207HPeriod during which company may opt in or opt out 207ICompanies with 10 or more shareholders may opt out 207JLarge companies may opt out of audit requirement 207KCompanies with fewer than 10 shareholders may opt in

Registrar may grant exemptions to overseas companies

207LRegistrar may grant exemptions to overseas companies 207MPublication and status of exemptions 207NConsultation 207OExemption may apply to accounting period before exemption is granted

Miscellaneous auditing provisions

207PAuditor must be appointed if financial statements must be audited 207QRegistrar may appoint auditor 207RResignation and casual vacancy 207SAuditor's fees and expenses 207TAutomatic reappointment 207UReplacement of auditor 207VAuditor not seeking reappointment or resigning 207WAuditor's attendance at shareholders' meeting

Infringement offence for failing to register financial statements

207XInterpretation in this subpart 207YInfringement offences 207ZInfringement notices 207ZAProcedural requirements for infringement notices 207ZBPayment of infringement fee

Part 12:
Disclosure by companies

Disclosure to shareholders

208Obligation to prepare annual report 209Obligation to make annual report available to shareholders 209ABoard must send copy of annual report or concise annual report on request 209BAnnual report and concise annual report made available by electronic means 209CAlternative obligations for FMC reporting entities 210Information for shareholders who elect not to receive annual report 211Contents of annual report 211AObligations to prepare and make available annual reports or financial statements do not apply to non-active companies 212Shareholders may elect not to receive documents 213Failure to disclose 214Annual return 214ARegistrar may alter New Zealand register

Inspection of company records

215Public inspection of company records 216Inspection of company records by shareholders 217Manner of inspection 218Copies of documents

Part 13:
Amalgamations

219Amalgamations 220Amalgamation proposal 221Approval of amalgamation proposal 222Short form amalgamation 223Registration of amalgamation proposal 224Certificate of amalgamation 225Effect of certificate of amalgamation 225ARegisters 226Powers of court in other cases

Part 14:
Compromises with creditors

227Interpretation 228Compromise proposal 229Notice of proposed compromise 230Effect of compromise 231Variation of compromise 232Powers of court 233Effect of compromise in liquidation of company 234Costs of compromise

Part 15:
Approval of arrangements, amalgamations, and compromises by court

235Interpretation 236Approval of arrangements, amalgamations, and compromises 236AArrangement or amalgamation involving code company 236BTakeovers code does not apply where court order under section 236 237Court may make additional orders 238Parts 13 and 14 not affected 239Application of section 233

Part 15A:
Voluntary administration

Preliminary

239AObjects of this Part 239BInterpretation of some key terms 239CInterpretation of other terms 239DWhen administration begins 239EWhen administration ends 239EAVoluntary administration of licensed insurers

Appointment of administrator

239FWho may be appointed as administrator 239GWhat administrator must do before appointment 239HWho may appoint administrator 239IAppointment by company 239JAppointment by liquidator or interim liquidator 239KAppointment by secured creditor 239LAppointment by court 239MAppointment must not be revoked 239NAppointment of 2 or more administrators 239ORemuneration of administrator

Resignation and removal of administrator

239PWhen office of administrator is vacant 239QAdministrator may resign 239RRemoval of administrator 239SAppointor may appoint new administrator to fill vacancy 239TCreditors must consider appointment of replacement administrator 239TAProvision of information and assistance to replacement administrator

Effect of appointment of administrator

239UOutline of administrator's role 239VAdministrator's powers 239WAdministrator is company's agent 239XEffect on directors 239YEffect on employees 239ZEffect on dealing with company property 239AACompany officer's liability for compensation for void transaction or dealing 239ABEffect on transfer of shares 239ACEffect on liquidation 239ADEffect on receivership

Administrator's investigation of company's affairs

239AEAdministrator must investigate company's affairs and consider possible courses of action 239AFDirectors' statement of company's position 239AGAdministrator's right to documents, etc 239AHAdministrator may lodge report with Registrar 239AIAdministrator must report misconduct

Creditors' meetings generally

239AJAdministrator must call creditors' meetings 239AKConduct of creditors' meetings 239ALJoint meetings of creditors of related companies in administration 239AMRelated creditor’s vote disregarded unless court orders otherwise 239AMACreditor’s vote disregarded if administrator considers creditor is related creditor 239AMBFurther powers where court orders creditor’s vote be taken into account 239AMCPower of court where outcome of voting at creditors’ meeting determined by related creditor

First creditors' meeting to appoint creditors' committee

239ANAdministrator must call first creditors' meeting 239AONotice of first and subsequent creditors' meetings 239APAdministrator must table documents at first creditors' meeting 239APARequirements for interests statement 239AQFunctions of creditors' committee 239ARMembership of creditors' committee

Watershed meeting

239ASWhat watershed meeting is 239ATAdministrator must convene watershed meeting 239AUNotice of watershed meeting 239AVWhen watershed meeting must be held 239AWDirectors must attend watershed meeting 239AXDisclosure of voting arrangements 239AYCourt may order that pooled property owners are separate class 239AZAdjournment of watershed meeting 239ABAWhat creditors may decide at watershed meeting 239ABBWhat happens if proposed deed not fully approved at watershed meeting

Protection of company's property during administration

239ABCCharge unenforceable 239ABDOwner or lessor must not recover property used by company 239ABEProceeding must not be begun or continued 239ABFAdministrator not liable in damages for refusing consent 239ABGEnforcement process halted 239ABHDuties of court officer in relation to company's property 239ABILis pendens taken to exist 239ABJAdministration not to trigger enforcement of guarantee of liability of director or relative

Rights of secured creditor, owner, or lessor

239ABKMeaning of terms used in this subpart 239ABLIf secured creditor acts before or during decision period 239ABMIf enforcement of charges begins before administration 239ABMAEnforcement of security interest over collateral for qualifying derivative 239ABNCharge over perishable property 239ABOCourt may limit powers of secured creditor, etc, in relation to property subject to charge 239ABPGiving notice under security agreement 239ABQIf recovery of property begins before administration 239ABRRecovering perishable property 239ABSCourt may limit powers of receiver, etc, in relation to property used by company 239ABTGiving notice under agreement about property

Interface with liquidation

239ABUWhen liquidator may be appointed to company in administration 239ABVCourt may adjourn application for liquidation 239ABWCourt must not appoint interim liquidator if administration in creditors' interests 239ABXEffect of appointment of liquidator 239ABYFormer administrator is default liquidator 239ABYAProvision of information and assistance to liquidator 239ABZPerson in control of company must lodge revised report with Registrar 239ACAAct of administrator in good faith must not be set aside in liquidation 239ACBVoidable transactions and voidable dispositions

Deed administrator

239ACCWho is deed administrator 239ACDWho may be appointed as deed administrator 239ACEWhat deed administrator must do before appointment 239ACEARequirements for interests statement 239ACFAppointment of deed administrator must not be revoked 239ACGAppointment of 2 or more deed administrators 239ACHWhen office of deed administrator vacant 239ACIDeed administrator may resign 239ACJRemoval of deed administrator 239ACJAProvision of information and assistance to replacement deed administrator 239ACKRemuneration of deed administrator 239ACLDeed administrator may sell shares in company

Execution and effect of deed of company arrangement

239ACMWhen this subpart applies 239ACNPreparation and contents of deed 239ACOExecution of deed 239ACPProcedure if deed not fully approved at watershed meeting 239ACQCreditor must not act inconsistently with deed, etc, before execution 239ACRCompany's failure to execute deed 239ACSWho is bound by deed 239ACTExtent to which deed binds creditors 239ACUPerson bound by deed must not take steps to liquidate, etc 239ACVCourt may restrain creditors and others from enforcing charge or recovering property 239ACWEffect of deed on company's debts 239ACXCourt may rule on validity of deed

Administrator's duty to file accounts and summary reports

239ACYAdministrator includes deed administrator 239ACZAdministrator must file accounts 239ACZAAdministrator must file updates to interests statement 239ACZBAdministrator must file summary report

Variation and termination of deed

239ADACreditors may vary deed 239ADBCourt may cancel creditors' variation 239ADCTermination of deed 239ADDTermination by court 239ADETermination by creditors 239ADFCreditors' meeting to consider proposed variation or termination of deed

Administrator's liability and indemnity for debts of administration

239ADGAdministrator not liable for company's debts except as provided in this subpart and in section 239Y 239ADHAdministrator liable for general debts 239ADIAdministrator's liability for rent 239ADJAdministrator not liable for rental if non-use notice in force 239ADKCourt may exempt administrator from liability for rent 239ADLAdministrator's indemnity 239ADMAdministrator's right of indemnity has priority over other debts 239ADNLien to secure indemnity

Powers of court

239ADOCourt's general power 239ADPOrders to protect creditors during administration 239ADQCourt may rule on validity of administrator's appointment 239ADRAdministrator may seek directions 239ADSCourt may supervise administrator or deed administrator 239ADTCourt may order administrator or deed administrator to remedy default 239ADUCourt's power when office of administrator or deed administrator vacant, etc 239ADUAMeaning of failure to comply 239ADVProhibition order

Notices about steps taken under this Part

239ADWAdministrator must give notice of appointment 239ADWADeed administrator must give notice of appointment 239ADXSecured creditor who appoints administrator must give notice to company 239ADYDeed administrator must give notice of execution of deed of company arrangement 239ADZDeed administrator must give notice of failure to execute deed of company arrangement 239AEADeed administrator must give notice of termination by creditors of deed of company arrangement 239AEBCompany must disclose fact of administration 239AECNotice of change of name 239AEDEffect of contravention of this subpart

Miscellaneous

239AEEEffect of things done during administration of company 239AEFInterruption of time for doing act

Set-off and netting agreements

239AEGMutual credit and set-off 239AEHApplication of set-off under netting agreement 239AEICalculation of netted balance 239AEJMutuality required for transactions under bilateral netting agreements 239AEKWhen mutuality required for transactions under recognised multilateral netting agreements 239AELApplication of set-off under section 239AEG to transactions subject to netting agreements 239AEMTransactions under netting agreement and effect on certain sections 239AENRights under netting agreement not affected by commencement of administration 239AEOEffect of declaration of person as recognised clearing house under section 310K 239AEPTransactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K

Single administration of related companies in administration

239AEQInterpretation of terms for purposes of this subpart 239AERCourt may order single administration for related companies in administration 239AESNotice that application filed must be given to administrators and creditors 239AETGuidelines for single administration order 239AEUCourt may order that related company in administration be added to existing pool 239AEVCreditors' meetings in single administration of pool companies 239AEWPool companies may execute single deed of company administration

Part 16:
Liquidations

The process of liquidation

240Interpretation 240ALiquidation of licensed insurers 240BLiquidation of associations 241Commencement of liquidation 241AARestriction on appointment of liquidator by shareholders or board after application for court appointment served on company 241ACommencement of liquidation to be recorded 242Liquidators to act jointly unless otherwise stated 243Liquidator to summon meeting of creditors 243ADirectors’ declaration that debts will be paid within 12 months 244Liquidator to summon meeting of creditors in other cases 245Liquidator may dispense with meetings of creditors 245ARelated creditor’s vote at meeting of creditors to be disregarded unless court orders otherwise 245BCreditor’s vote disregarded if liquidator considers creditor is related creditor 245CFurther powers where court orders creditor’s vote be taken into account 245DPower of court where outcome of voting at meeting of creditors determined by related creditor 246Interim liquidator 247Power to stay or restrain certain proceedings against company 248Effect of commencement of liquidation 249Completion of liquidation 250Court may terminate liquidation

Provisions relating to prior execution process

251Restriction on rights of creditors to complete execution, distraint, or attachment 252Duties of officer in execution process

Duties, rights, and powers of liquidators

253Principal duty of liquidator 254Liquidator not required to act in certain cases 255Other duties of liquidator 255ARequirements for interests statement 256Duties in relation to records 256ADuties in relation to company money 257Duties in relation to final report and accounts 258Duty to have regard to views of creditors and shareholders 258ADuty to report suspected offences 258BRegistrar may supply report to FMA 259Documents to state company in liquidation 260Powers of liquidator 260ALiquidator may assign right to sue under this Act 261Power to obtain documents and information 262Documents in possession of receiver 263Restriction on enforcement of lien over documents 264Delivery of document creating charge over property 265Examination by liquidator 266Powers of court 267Self-incrimination 268Power of liquidator to enforce liability of shareholders and former shareholders 269Power to disclaim onerous property 270Liquidator may be required to elect whether to disclaim onerous property 271Pooling of assets of related companies 271ANotice that application filed must be given to administrators and creditors 272Guidelines for orders 273Certain conduct prohibited 274Duty to identify and deliver property 275Refusal to supply essential services prohibited 276Remuneration of liquidators 277Rates of remuneration 278Expenses and remuneration payable out of assets of company 279Liquidator ceases to hold office on completion of liquidation

Appointment and supervision of liquidators

280Who may be appointed as liquidator 281Validity of acts of liquidators 282What liquidator must do before appointment 283Vacancies in office of liquidator 283AProvision of information and assistance to replacement liquidator 284Court supervision of liquidation 285Meaning of failure to comply 286Orders to enforce liquidator's duties

Company unable to pay its debts

287Meaning of inability to pay debts 288Evidence and other matters 289Statutory demand 290Court may set aside statutory demand 291Additional powers of court on application to set aside statutory demand

Voidable transactions

291AMeaning of related party 292Insolvent transaction voidable 293Voidable charges 294Procedure for setting aside transactions and charges 295Other orders 296Additional provisions relating to setting aside transactions and charges

Voidable dispositions

296ADispositions of property after application but before appointment of liquidator 296BProcedure for setting aside dispositions 296COther orders 296DAdditional provisions relating to setting aside dispositions

Recovery in other cases

297Transactions at undervalue 298Transactions for inadequate or excessive consideration with directors and certain other persons 299Court may set aside certain securities and charges 300Liability if proper accounting records not kept 301Power of court to require persons to repay money or return property

Creditors' claims

302Application of bankruptcy rules to liquidation of insolvent companies 303Admissible claims 304Claims by unsecured creditors 305Rights and duties of secured creditors 306Ascertainment of amount of claim 307Claim not of an ascertained amount 308Fines and penalties 309Claims relating to debts payable after commencement of liquidation 310Mutual credit and set-off 310ADefinitions relating to set-off under netting agreement 310BApplication of set-off under netting agreement 310CCalculation of netted balance 310DMutuality required for transactions under bilateral netting agreements 310EWhen mutuality required for transactions under recognised multilateral netting agreements 310FApplication of set-off under section 310 to transactions subject to netting agreements 310GTransactions under netting agreement and effect on certain sections 310HRights under netting agreement not affected by commencement of liquidation 310ISet-off under netting agreement not affected by notice under section 294 310JCourt may set aside bilateral netting agreement between company and related person 310KCertain persons may be declared to be recognised clearing houses 310LMatters that Bank must or may have regard to when making, varying, or revoking declaration under section 310K 310MBank may impose conditions in declaration under section 310K 310NBank to notify recognised clearing house about Bank's intention to revoke or vary declaration under section 310K 310OTransactions under recognised multilateral netting agreement not affected by variation or revocation of declaration under section 310K 311Interest on claims 312Preferential claims 313Claims of other creditors and distribution of surplus assets

Liquidation committees

314Meetings of creditors or shareholders 315Liquidation committees

Liquidation Surplus Account

316Establishment of Liquidation Surplus Account

Transitional provisions

316ATransitional provision in relation to voidable transactions 316BTransitional provision in relation to Liquidation Surplus Account under section 290 of Companies Act 1955

Part 17:
Removal from the New Zealand register

317Removal from register 318Grounds for removal from register 319Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)320Notice of intention to remove company under paragraph (c), (d), or (e) of section 318(1)321Objection to removal from register 322Duties of Registrar if objection received 323Powers of court 324Property of company removed from register 325Disclaimer of property by the Crown 326Liability of directors, shareholders, and others to continue 327Liquidation of company removed from New Zealand register 328Registrar may restore company to New Zealand register 329Court may restore company to New Zealand register 330Restoration to register 331Vesting of property in company on restoration to register

Part 18:
Overseas companies

332Meaning of carrying on business 332ARegistrar may approve use of different form 333Name to be reserved before carrying on business 334Overseas companies to register under this Act 335Validity of transactions not affected 336Application for registration 337Registration of overseas company 338Use of name by overseas company 339Alteration of constitution 339ARectification or correction of name or address of person authorised to accept service 340Annual return of overseas company 340AFinancial reporting requirements for large overseas companies 341Overseas company ceasing to carry on business in New Zealand 342Liquidation of overseas company 343Attorneys of overseas companies 343AOverseas company not required to provide information, notice, or document in certain circumstances

Part 19:
Transfer of registration

Registration of overseas companies as companies under this Act

344Overseas companies may be registered as companies under this Act 345Application for registration 346Overseas companies must be authorised to register 347Overseas companies that cannot be registered 348Registration 349Effect of registration

Transfer of registration of companies to other jurisdictions

350Companies may transfer incorporation 351Application to transfer incorporation 352Approval of shareholders 353Company to give public notice 354Companies that cannot transfer incorporation 355Removal from register 356Effect of removal from register

Part 20:
Registrar of Companies

357Registrar and Deputy Registrars of Companies 358District and Assistant Registrars of Companies 359Responsible District Registrar 360Registers 360ARectification or correction of New Zealand register and overseas register 360BPowers of court 360CAlteration of entries on New Zealand register and overseas register without application 361Registrar may direct transfer 362Registration of documents 363Inspection and evidence of registers 364Notice by Registrar 365Registrar's powers of inspection

Registrar's powers to identify controllers of company

365APurpose of sections 365B to 365H 365BControl interests in shares (basic rule)365CExtension of basic rule to powers or controls exercisable through trust, agreement, etc 365DExtension of basic rule to interests held by other persons under control or acting jointly 365ESituations not giving rise to control interests 365FRegistrar may require persons to disclose control interests and powers to get control interests 365GRegistrar may require disclosure about controllers or delegates of directors 365HRegistrar may specify deadlines, form, and verification for information required under section 365F or 365G

Other matters relating to Registrar's powers

366Disclosure of information and reports 366ARegistrar's powers to insert note of warning in register 366BRegistrar must remove note of warning 367Application of Official Information Act 1982 and Privacy Act 1993 367AConfidentiality of director information 368Appeals from decisions under section 367 369Inspector's report admissible in liquidation proceedings 370Appeals from Registrar's decisions 371Exercise of powers under section 365, 365F, 365G, or 365H not affected by appeal 371ASharing of information with Financial Markets Authority 372Fees

Part 21:
Offences and penalties

373Penalty for failure to comply with Act 374Penalties that may be imposed on directors in cases of failure by board or company to comply with Act 375Proceedings for offences 376Defences 377False statements 378Fraudulent use or destruction of property 379Falsification of records 380Carrying on business fraudulently or dishonestly incurring debt 381Improper use of Limited 382Persons prohibited from managing companies 383Court may disqualify directors 384Liability for contravening sections 382 and 383 385Registrar or FMA may prohibit persons from managing companies 385AAAdditional power for Registrar or FMA to prohibit persons from managing companies 385AAppeals from FMA's exercise of power under section 385 or section 385AA 386Liability for contravening section 385 or section 385AA 386ADirector of failed company must not be director, etc, of phoenix company with same or substantially similar name 386BDefinitions for purpose of phoenix company provisions 386CLiability for debts of phoenix company 386DException for person named in successor company notice 386EException for temporary period while application for exemption is made 386FException in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation

Part 22:
Miscellaneous

387Service of documents on companies in legal proceedings 387AService of documents on directors in legal proceedings 388Service of other documents on companies 388AService of other documents on directors 389Service of documents on overseas companies in legal proceedings 390Service of other documents on overseas companies 391Service of documents on shareholders and creditors 392Additional provisions relating to service 393Privileged communications 394Directors' certificates 395Regulations 395ACOVID-19 business debt hibernation 395BRegulations relating to COVID-19 business debt hibernation 396Summary Proceedings Act 1957 amended 397Securities Transfer Act 1991 amended 398Act subject to application of Cape Town Convention and Aircraft Protocol 399Companies Act 1955 continues to apply for limited purposes 400Companies restored to register or that have ceased to be in liquidation may be reregistered 401References to companies incorporated under Companies Act 1955 402Validation of fee used to recover costs of Registrar of New Zealand Business Numbers 403Validation of fees used to recover costs of other Companies Office registers, etc 404Purpose of imposing levies 405Regulations relating to levies 406Implementation of levies 407Matters to which Minister must have regard 408Minister must consult 409Review of sections 404 to 408 and levies

Schedule 1AA:
Transitional, savings, and related provisions

Schedule 1:
Proceedings at meetings of shareholders

Schedule 2:
Sections of this Act that confer powers on directors that cannot be delegated

Schedule 3:
Proceedings of the board of a company

Schedule 4:
Information to be contained in annual return

Schedule 5:
Proceedings at meetings of creditors

Schedule 6:
Powers of liquidators

Schedule 7:
Preferential claims

Schedule 8:
Proceedings at meetings of liquidation committees

Schedule 9:
Liquidation of overseas companies

Schedule 10:
Interest class: principles

Schedule 11:
Liquidation of associations

Schedule 12:
Safe harbour provisions relating to outbreak of COVID-19

Schedule 13:
COVID-19 business debt hibernation

Schedule 14:
List of relevant Acts and registers

Schedule 15:
Registered persons that may be subject to levy

Companies Act 1993

Disclosure by companies - Disclosure to shareholders

211A: Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies

You could also call this:

"Non-active companies no longer exempt from financial reporting requirements"

The Companies Act 1993 used to have a section called 211A. This section was about companies that weren't actively doing business. It said these companies didn't have to write annual reports or financial statements. They also didn't have to share these documents with others. However, this rule doesn't exist anymore. The government removed it on 1 April 2014. If you want to know more about why this change happened, you can look at section 35 of the Financial Reporting (Amendments to Other Enactments) Act 2013.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321125.

Topics:

Business > Industry rulesBusiness > Fair trading

211: Contents of annual report, or

"What you need to include in your company's yearly report"

212: Shareholders may elect not to receive documents, or

"You can choose not to receive certain company documents"

Part 12Disclosure by companies
Disclosure to shareholders

211AObligations to prepare and make available annual reports or financial statements do not apply to non-active companies (Repealed)

Notes

Section 211A: repealed, on 1 April 2014, by section 35 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).