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Companies Act 1993

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

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

You could also call this:

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

The Registrar or someone they authorise can ask you to share information about who controls a company. This is done to help with the purpose mentioned in section 365A.

You only need to share control information that you know about. This includes directions or instructions given to others, and those given to the board when you weren’t there or weren’t a director.

You must share this information in the way described in section 365H. If you don’t, you’re breaking the law and could be punished as stated in section 374(2).

Control information means two things:

  1. Any directions or instructions about managing the company that someone gives to you, the board, or anyone else in charge.
  2. Any powers for managing the company that you give to someone else to use.

A ‘specified person’ who might be asked for this information is either a director of the company or someone named in an earlier disclosure about the company.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM6462564.

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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”

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365H: Registrar may specify deadlines, form, and verification for information required under section 365F or 365G, or

“Registrar can set rules for providing required company information”

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

365GRegistrar may require disclosure about controllers or delegates of directors

  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 control information in relation to a company.

  2. However, the following types of control information need only be disclosed to the extent to which they are known to the specified person:

  3. directions or instructions given to any other person:
    1. directions or instructions—
      1. given to the board that were not provided to the specified person; or
        1. given to the board when the specified person was not a director.

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

        3. If a specified person fails to comply with subsection (3), he or she commits an offence and is liable on conviction to the penalty set out in section 374(2).

        4. For the purposes of this section,—

          control information, in relation to the company to which the requirement under subsection (1) relates, means—

          1. any directions or instructions relating to the management and administration of the company given to a specified person (A) (or to the board or to any other person who is responsible for the management and administration of the company) by another person (B); or
            1. any delegation of powers relating to the management and administration of the company by a specified person to another person

              specified person, in relation to the company to which the requirement under subsection (1) relates, means—

              1. a director of the company:
                1. a person named in a previous disclosure under subsection (3) concerning that company.

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