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Companies Act 1993

Registrar of Companies - Registrar's powers to identify controllers of company

365B: Control interests in shares (basic rule)

You could also call this:

“Understanding when you have control over a company's shares”

You have a control interest in a share if you are a shareholder, own the share, can vote on matters related to the share, or can buy or sell the share.

Your control interest doesn’t depend on whether your power is direct or indirect, legal or not, or if it’s about a specific share. It also doesn’t matter if you can use this power now or in the future, or if you need to share this power with someone else.

Your control interest exists even if there are limits on your power or if you need to meet certain conditions to use it.

If you and another person (or people) can use a power together, each of you is considered to have that power.

You can find more information about control interests in shares in sections 365D to 365F of this Act.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6462550.

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365A: Purpose of sections 365B to 365H, or

“Explaining why and how the Registrar can obtain company ownership information”

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365C: Extension of basic rule to powers or controls exercisable through trust, agreement, etc, or

“Power over a company can come from trusts or agreements, even if not directly involved”

Part 20 Registrar of Companies
Registrar's powers to identify controllers of company

365BControl interests in shares (basic rule)

  1. In sections 365D to 365F, a person has a control interest in a share if the person—

  2. is a shareholder; or
    1. is a beneficial owner of the share; or
      1. has the power to exercise, or to control the exercise of, a right to vote attached to the share; or
        1. has the power to acquire or dispose of, or to control the acquisition or disposal of, the share.

          1. Subsection (1) applies regardless of whether the power or control is express or implied, direct or indirect, legally enforceable or not, related to a particular share or not, exercisable presently or in the future, or exercisable alone or jointly with another person or persons (but a power to cast merely 1 of many votes is not, in itself, a joint power of this kind).

          2. Subsection (1) applies regardless of whether or not the power or control is or can be made subject to restraint or restriction or is exercisable only on the fulfilment of a condition.

          3. If 2 or more persons can jointly exercise a power, each of those persons is taken to have that power.

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          Notes
          • Section 365B: inserted, on , by section 48 of the Companies Amendment Act 2014 (2014 No 46).