Plain language law

New Zealand law explained for everyone

Companies Act 1993

Offences and penalties

377: False statements

You could also call this:

“Consequences for knowingly providing false or misleading information about a company”

If you make a false or misleading statement in a document required by the Companies Act, you are breaking the law. This applies if you know the statement is false or if you leave out important information that makes the document misleading. You can be punished for this, and the penalties are listed in section 373(4).

You also can’t make false or misleading statements about a company’s affairs to important people like directors, employees, auditors, shareholders, or stock exchanges. If you do this knowing it’s not true, you can be punished in the same way.

Remember, if you vote to approve a statement in a meeting, it’s the same as if you made the statement yourself. So be careful about what you agree to in company meetings.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM323244.

Topics:
Business > Industry rules
Business > Fair trading
Crime and justice > Criminal law
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Part 21 Offences and penalties

377False statements

  1. Every person who, with respect to a document required by or for the purposes of this Act,—

  2. makes, or authorises the making of, a statement in it that is false or misleading in a material particular knowing it to be false or misleading; or
    1. omits, or authorises the omission from it of, any matter knowing that the omission makes the document false or misleading in a material particular—
        1. commits an offence, and is liable on conviction to the penalties set out in section 373(4).

      1. Every director or employee of a company who makes or furnishes, or authorises or permits the making or furnishing of, a statement or report that relates to the affairs of the company and that is false or misleading in a material particular, to—

      2. a director, employee, auditor, shareholder, debenture holder, or trustee for debenture holders of the company; or
        1. a liquidator, liquidation committee, or receiver or manager of property of the company; or
          1. if the company is a subsidiary, a director, employee, or auditor of its holding company; or
            1. a stock exchange or an officer of a stock exchange,—
                1. knowing it to be false or misleading, commits an offence, and is liable on conviction to the penalties set out in section 373(4).

              1. For the purposes of this section, a person who voted in favour of the making of a statement at a meeting is deemed to have authorised the making of the statement.

              Compare
              • 1955 No 63 s 461
              • 1980 No 43 s 47