Plain language law

New Zealand law explained for everyone

Companies Act 1993

Overseas companies

339: Alteration of constitution

You could also call this:

“How to notify the Registrar about changes to your overseas company”

If you run an overseas company that does business in New Zealand, you need to tell the Registrar about certain changes within 20 working days. You must let the Registrar know if you change your company’s constitution, if you get new directors or if your current directors change their names or addresses. You also need to tell the Registrar if your company’s place of business changes address, or if the person who accepts legal documents for your company in New Zealand changes or moves.

If you don’t tell the Registrar about these changes, you’re breaking the law. Your overseas company can get in trouble, and so can all of its directors. The company might have to pay a fine as set out in section 373(2). Each director might also have to pay a fine 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 It might be out of date or be missing some parts.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=DLM322872.

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

338: Use of name by overseas company, or

“Rules for overseas companies using their names in New Zealand”

Next

339A: Rectification or correction of name or address of person authorised to accept service, or

“Fixing details of the NZ contact person for overseas companies”

Part 18 Overseas companies

339Alteration of constitution

  1. An overseas company that carries on business in New Zealand must ensure that, within 20 working days of the change or alteration, notice in the prescribed form is given to the Registrar of—

  2. an alteration to the instrument constituting or defining the constitution of the overseas company; or
    1. a change in the directors or in the names or residential addresses of the directors of the overseas company; or
      1. a change in the address of the place of business or principal place of business of the overseas company; or
        1. a change in any person or the address of any person authorised to accept service in New Zealand of documents on behalf of the overseas company.

          1. If an overseas company fails to comply with subsection (1),—

          2. the overseas company commits an offence and is liable on conviction to the penalty set out in section 373(2); and
            1. every director of the overseas company commits an offence and is liable on conviction to the penalty set out in section 374(2).

              Notes
              • Section 339(1): replaced, on , by section 42 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).