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Companies Act 1993

Transfer of registration - Registration of overseas companies as companies under this Act

346: Overseas companies must be authorised to register

You could also call this:

“Overseas companies need permission and approval to register in New Zealand”

If you want to register an overseas company as a company in New Zealand under this Act, there are some important rules you need to follow. First, the laws of the country where the company is currently registered must allow it to transfer its registration to New Zealand. Second, the company must have followed all the rules in that country for transferring its registration. Third, if the laws in that country don’t require the company’s shareholders to agree to the transfer, then at least 75% of the shareholders who can vote must agree to it. To get this agreement, the company needs to have a meeting. They must tell the shareholders about this meeting at least 21 days before it happens, and clearly say that they want to transfer the company’s registration. At the meeting, shareholders can vote in person or by letting someone else vote for them (called voting by proxy).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM322887.

Topics:
Business > Industry rules
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“Companies from overseas that can't be registered in New Zealand”

Part 19 Transfer of registration
Registration of overseas companies as companies under this Act

346Overseas companies must be authorised to register

  1. An overseas company must not be registered as a company under this Act unless—

  2. the company is authorised to transfer its incorporation under the law of the country in which it is incorporated; and
    1. the company has complied with the requirements of that law in relation to the transfer of its incorporation; and
      1. if that law does not require its shareholders, or a specified proportion of them, to consent to the transfer of its incorporation, the transfer has been consented to by not less than 75% of its shareholders entitled to vote and voting in person or by proxy at a meeting of which not less than 21 days notice is given specifying the intention to transfer the company's incorporation.

        Compare
        • Corporations Act 1989 s 135 (Aust)