Plain language law

New Zealand law explained for everyone

Companies Act 1993

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

365E: Situations not giving rise to control interests

You could also call this:

“Certain situations that don't count as having control of company shares”

You don’t have a control interest in a company share just because of certain situations. These situations include:

If your normal job involves lending money or providing financial services, and you only have control of the share as security for a loan or service you’ve provided.

If you’re allowed to trade on a licensed market and you’re buying or selling shares for someone else as part of your job.

If the company’s directors have given you permission to represent them at a specific meeting of shareholders, and they’ve given the company a copy of this decision before the meeting.

If you’ve been chosen to vote for someone else at a specific shareholder meeting, and the document saying you can do this has been given to the company before the meeting.

If you’re a shareholder and the company’s rules give all shareholders the same rights to buy shares before they’re sold to others.

In all these cases, you don’t have a control interest in the share under section 365B.

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 It might be out of date or be missing some parts.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=DLM6462561.

Topics:
Business > Industry rules
Business > Fair trading
Previous

365D: Extension of basic rule to interests held by other persons under control or acting jointly, or

“Extending share control rules to include indirect influence and joint actions”

Next

365F: Registrar may require persons to disclose control interests and powers to get control interests, or

“Registrar can ask for details about who controls company shares”

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

365ESituations not giving rise to control interests

  1. A person (A) does not have a control interest in a share under section 365B merely because—

  2. the ordinary business of A consists of, or includes, the lending of money or the provision of financial services, or both, and A has the control interest only as security given for the purposes of a transaction entered into in the ordinary course of the business of A; or
    1. A is authorised to undertake trading activities on a licensed market and A acts for another person to acquire or dispose of the share on behalf of that person in the ordinary course of A's business of carrying out those trading activities; or
      1. A has been authorised by resolution of the directors of a company to act as its representative at a particular meeting of shareholders, or of a class of shareholders, of the company, and a copy of the resolution is deposited with the company before the meeting; or
        1. A is appointed as a proxy to vote at a particular meeting of shareholders, or of a class of shareholders, of a company and the instrument of A's appointment is deposited with the company before the meeting; or
          1. A is a shareholder of a company and the company's constitution gives the shareholder pre-emptive rights on the transfer of the shares, if all shareholders have pre-emptive rights on the same terms.

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