373Penalty for failure to comply with Act

1. A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000:

2. section 25(5)(a) (which relates to the use of a company name):
3. section 47(7) (which relates to the consideration for which shares are issued):
4. section 49(5) (which relates to the consideration for which convertible financial products, options, and shares are issued):
5. section 52(5) (which relates to distributions to shareholders):
6. section 60(7) (which relates to offers to shareholders to acquire shares):
7. section 61(9) (which relates to the procedure for making a certain type of offer to shareholders):
8. section 61(10)(a) (which relates to the procedure for making a certain type of offer to shareholders):
9. section 63(9) (which relates to stock exchange acquisitions of a company's own shares subject to prior notice to shareholders):
10. Section 63(10)(a) (which relates to stock exchange acquisitions of a company's own shares subject to prior notice to shareholders):
11. section 65(3)(a) (which relates to stock exchange acquisitions of a company's own shares without prior notice to shareholders):
12. section 69(6) (which relates to the redemption of shares at the option of a company):
13. section 70(4) (which relates to the requirement for a company to satisfy the solvency test on the redemption of shares):
14. section 71(8) (which relates to special redemptions of shares):
15. section 71(9)(a) (which relates to special redemptions of shares):
16. section 76(7) (which relates to offers of financial assistance to acquire shares):
17. section 77(4) (which relates to the requirement to satisfy the solvency test):
18. section 78(8) (which relates to offers of financial assistance in certain cases):
19. section 78(9)(a) (which relates to offers of financial assistance in certain cases):
20. section 80(2)(a) (which relates to the provision of financial assistance not exceeding 5% of shareholders' funds):
21. section 83(5)(a) (which relates to statements of shareholders' rights):
22. section 84(6)(a) (which relates to the transfer of shares):
23. section 85(2)(a) (which relates to the transfer of shares under an approved system):
24. section 95(7)(a) (which relates to share certificates):
25. section 108(6) (which relates to the requirement to satisfy the solvency test):
26. section 122(7)(a) (which relates to resolutions in lieu of meetings):
27. section 218(2)(a) (which relates to the obligation to provide copies of documents):
28. section 221(6) (which relates to approval of an amalgamation proposal):
29. section 222(6) (which relates to short form amalgamations):
30. section 239AEB(3) (which relates to the failure by a company in administration to disclose the fact of administration):
31. section 239AW(4) (which relates to attendance by a director at a watershed meeting):
32. section 243(10) (which relates to the failure of a director to sign a certificate as to solvency).

33. A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $10,000:

34. section 34(3) (which relates to an alteration to the constitution of a company by the court):
35. section 87(4)(a) (which relates to the obligation to keep a share register):
36. section 88(5)(a) (which relates to the place where the share register must be kept):
37. section 90(2) (which relates to the duties of directors in relation to the share register):
38. section 140(4) (which relates to the disclosure of directors' interests):
39. section 179(8) (which relates to disclosure and use of information obtained in the course of an investigation):
40. section 189(5)(a) (which relates to company records):
41. section 195(3)(a) (which relates to the place where accounting records must be kept):
42. section 207Q(3)(a) (which relates to the appointment of an auditor):
43. section 207R(2)(a) (which relates to notification of the resignation of an auditor):
45. section 215(2)(a) (which relates to public inspection of company records):
46. section 216(2)(a) (which relates to inspection of company records by shareholders):
47. section 239F(4) (which relates to being appointed as an administrator when disqualified):
48. section 239G(2) (which relates to the duty of administrators to certify certain matters before appointment):
49. section 239R(3) (which relates to the duty of replacement administrators to table an interests statement):
50. section 239TA(5) (which relates to the duty of administrators to provide information and assistance to their successor):
51. section 239AMC(5) (which relates to the duty of administrators to give notice to creditors in certain circumstances):
52. section 239AP(2) (which relates to the duty of administrators to table certain documents):
53. section 239ABYA(5) (which relates to the duty of administrators to provide information and assistance to liquidators):
54. section 239ACD(4) (which relates to being appointed as a deed administrator when disqualified):
55. section 239ACE(2) (which relates to the duty of deed administrators to certify certain matters and table certain documents before appointment):
56. section 239ACJA(5) (which relates to the duty of deed administrators to provide information and assistance to their successor):
57. section 239ACZ(4) (which relates to the duty of administrators to file accounts):
58. section 239ACZA(3) (which relates to the duty of administrators to file updates to interests statements):
59. section 239ACZB(4) (which relates to the duty of administrators and deed administrators to file summary reports):
60. section 243A(3) (which relates to declarations made by directors about a company’s ability to pay its debts):
61. section 245D(5) (which relates to the duty of liquidators to give notice to creditors in certain circumstances):
62. section 250(7) (which relates to the termination of the liquidation of a company):
63. section 255(3A) (which relates to the duty of liquidators to send an interests statement and initial and 6-monthly reports):
64. section 256(4) (which relates to the duty of liquidators to keep records and documents):
65. section 257(3) (which relates to the duty of liquidators to submit final reports and summary reports):
66. section 280(6) (which relates to being appointed as a liquidator when disqualified):
67. section 282(2) (which relates to the duty of liquidators to certify certain matters before appointment):
68. section 283(9) (which relates to the duty of liquidators to notify the Registrar of certain matters):
69. section 283A(5) (which relates to the duty of liquidators to provide information and assistance to their successor):
70. section 333(5)(a) (which relates to name reservation by overseas companies):
71. section 334(6)(a) (which relates to the registration of overseas companies):
72. section 339(2)(a) (which relates to changes in the constitution of an overseas company):
73. section 340(6)(a) (which relates to the filing of annual returns by overseas companies):
74. section 365(5) (which relates to the Registrar's powers of inspection):
75. section 365F(7) (which relates to the Registrar's powers to require disclosure in relation to control interests):
76. section 366(4) (which relates to the disclosure of information and reports obtained during an investigation):
77. section 381 (which relates to improper use of the word Limited).

78. A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years:

79. section 256A(5) (which relates to the duty of liquidators to hold the money of a company on trust):
80. section 261(6A) (which relates to the power of liquidators to obtain documents and information):
81. section 273(2) (which relates to certain prohibited conduct):
82. section 274(2) (which relates to the duty to identify and deliver property).

83. A person convicted of an offence against any of the following sections of this Act is liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000:

84. section 138A(1) (which relates to serious breach of director’s duty to act in good faith and in best interests of company):
85. section 304(6) (which relates to false claims by unsecured creditors in liquidations):
86. section 305(11) (which relates to false claims by secured creditors in liquidations):
87. section 377 (which relates to false statements):
88. section 378 (which relates to the fraudulent use or destruction of property):
89. section 379 (which relates to falsifying records):
90. section 380 (which relates to carrying on business fraudulently or dishonestly incurring debt):
91. section 382(4) (which relates to persons prohibited from managing companies):
92. section 383(6) (which relates to acting as a director of a company while prohibited by the court):
93. section 385(9) (which relates to acting as a director of a company or taking part in the management of a company while prohibited by the Registrar or the FMA):
94. section 386A(2) (which relates to acting as a director of a phoenix company).

Notes

• Section 373(1)(2): amended, on 1 July 1994, by section 46 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
• Section 373(1)(3): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
• Section 373(1)(8A): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(1)(27A): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).
• Section 373(1)(27A): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(1)(27B): inserted, on 1 November 2007, by section 39(1) of the Companies Amendment Act 2006 (2006 No 56).
• Section 373(1)(28): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(2)(h): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 373(2)(i): replaced, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 373(2)(ia): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(2)(j): repealed, on 1 April 2014, by section 39 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
• Section 373(2)(la): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lb): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lc): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(ld): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(le): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lf): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lg): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lh): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(li): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lj): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lk): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(ll): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lm): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(ln): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(lo): inserted, on 1 September 2020, by section 55(1) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(ma): replaced, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(mb): inserted, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(mc): replaced, on 1 September 2020, by section 55(2) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(n): replaced, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(na): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(nb): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(nc): inserted, on 1 September 2020, by section 55(3) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(2)(sa): inserted, on 1 May 2015, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(3)(aa): inserted, on 1 September 2020, by section 55(4) of the Insolvency Practitioners Regulation (Amendments) Act 2019 (2019 No 28).
• Section 373(3)(a): replaced, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).
• Section 373(3)(b): replaced, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).
• Section 373(3)(c): inserted, on 3 May 2001, by section 14(2) of the Companies Act 1993 Amendment Act 2001 (2001 No 18).
• Section 373(4)(aaa): inserted, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(4)(f): amended, on 3 July 2014, by section 5 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(4)(h): amended, on 11 September 2014, by section 58 of the Companies Amendment Act 2014 (2014 No 46).
• Section 373(4)(i): amended, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
• Section 373(4)(j): inserted, on 1 November 2007, by section 39(2) of the Companies Amendment Act 2006 (2006 No 56).