Plain language law

New Zealand law explained for everyone

Companies Act 1993

Overseas companies

343: Attorneys of overseas companies

You could also call this:

“Overseas companies can appoint someone to act for them in New Zealand”

If you’re an overseas company registered in New Zealand, you can give someone the power to act on your behalf. This is called a power of attorney. The rules for this are the same as if you were a person, not a company. If your company starts to close down (liquidate), it’s like you’ve cancelled the power of attorney.

When you give someone power of attorney, you need to make a special statement. This statement should be attached to the document that gives the person power of attorney. One of your company directors needs to make this statement in front of someone who is allowed to take official declarations in your country.

In this statement, the director needs to say three things:

  1. The name of your company and the country where it was set up
  2. That the document follows your company’s rules and laws
  3. That they are a director of the company

If you do this, people will accept that what the statement says is true.

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 It might be out of date or be missing some parts.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=DLM322880.

Topics:
Business > Industry rules
Business > Fair trading
Previous

342: Liquidation of overseas company, or

“How to request court-ordered liquidation of an overseas company operating in New Zealand”

Next

343A: Overseas company not required to provide information, notice, or document in certain circumstances, or

“Overseas companies may not need to send certain information to NZ Registrar if specific conditions are met”

Part 18 Overseas companies

343Attorneys of overseas companies

  1. Sections 19 to 21 of the Property Law Act 2007 apply, with all necessary modifications, in relation to a power of attorney executed by an overseas company registered under this Part, to the same extent as if the company was a natural person and as if the commencement of the liquidation of the company was an event revoking the power of attorney within the meaning of those sections.

  2. A declaration endorsed on or annexed to an instrument appointing, or appearing to appoint, an attorney of an overseas company, made or appearing to be made by one of the directors before a person authorised by section 11 of the Oaths and Declarations Act 1957 to take a declaration for use in New Zealand, in the country concerned, to the effect that—

  3. the company is incorporated under the name stated in the instrument in accordance with the law of the country in which it is so incorporated, the name of which is stated in the declaration; and
    1. the instrument has been executed, and the powers appearing to be conferred on the attorney are authorised to be conferred under the constitution of the company, or under the Act or instrument under which the company is incorporated, or by any other instrument constituting or defining the constitution of the company; and
      1. the person making the declaration is a director of the company—
          1. is conclusive evidence of those facts.

        Notes
        • Section 343(1): replaced, on , by section 364(1) of the Property Law Act 2007 (2007 No 91).