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Companies Act 1993

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

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

You could also call this:

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

The Registrar or someone they authorise can ask you to share details about control interests in a company’s shares. This means they can ask you to tell them about:

  • Any control interests you have in the company’s shares and why you have them
  • Any powers you have or might get to acquire a control interest in the company’s shares and how you could get them
  • Any control interests that other people have in the company’s shares and why they have them, but only if you know about these

You need to share this information even if the shares don’t have voting rights or haven’t been issued yet.

The Registrar can ask for this information from shareholders, directors, or anyone who has been named before as having a control interest in the company’s shares.

You must provide this information in the way the Registrar asks for it. If you don’t share the information when asked, you’re breaking the law and could be punished.

When figuring out if someone has the power to acquire a control interest, the rules in sections 365B to 365E are used.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6462562.

Topics:
Business > Industry rules
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365E: Situations not giving rise to control interests, or

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

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365G: Registrar may require disclosure about controllers or delegates of directors, or

“Registrar can ask for information about who controls or manages a company”

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

365FRegistrar may require persons to disclose control interests and powers to get control interests

  1. The Registrar (or a person authorised by the Registrar) may, by notice given after having regard to the purpose in section 365A, require a specified person to disclose full details of all (or any class of)—

  2. control interests that the specified person has in shares of a company and of the circumstances that give rise to those interests; or
    1. powers that the specified person has or may at any time have to acquire a control interest in shares of a company and of the circumstances that give rise to that interest; or
      1. control interests that any other person (whom the specified person must identify by name and with current contact details) has in shares of a company and of the circumstances that give rise to the other person's interests.

        1. However, a matter referred to in subsection (1)(c) need only be disclosed to the extent to which it is known to the specified person required to make the disclosure.

        2. Subsection (1) applies regardless of whether the shares referred to in subsection (1) have voting rights or not or are issued or yet to be issued.

        3. Sections 365B to 365E apply in determining whether or not a person has a power referred to in subsection (1)(b) (and for this purpose every reference in those sections to a control interest must be read as including a reference to the power to acquire a control interest).

        4. The person must disclose the information required under subsection (1) in accordance with any specifications under section 365H.

        5. For the purposes of this section, specified person, in relation to the company to which the requirement under subsection (1) relates, means—

        6. a shareholder in the company:
          1. a director of the company:
            1. a person named in a previous disclosure under subsection (5) as having a control interest in shares of the company.

              1. If a person fails to comply with subsection (5), he or she commits an offence and is liable on conviction to the penalty set out in section 373(2).

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