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Takeovers Act 1993

2A: Meaning of code company

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"What is a code company in New Zealand law?"

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A code company is a company that has financial products quoted on a licensed market. You can find more information about this in the takeovers code. It can also be a company that had financial products quoted on a licensed market in the last 12 months. A company is also a code company if it has 50 or more shareholders and is at least medium-sized. When counting shareholders, people who own a financial product together are counted as one shareholder. A company is at least medium-sized if it has assets worth at least $30 million or revenue of at least $15 million. If you own a financial product that gives you voting rights, you are a shareholder. A company's size is determined by its assets and revenue, which can be found in its accounting records. You can check the takeovers code for more information on this.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM4721602.

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2AMeaning of code company

  1. Code company means a company—

  2. that is a listed issuer that has financial products that confer voting rights quoted on a licensed market; or
    1. that was within paragraph (a) at any time during a period specified in the takeovers code (being a period not exceeding 12 months before any date or the occurrence of any event referred to in the code); or
      1. that—
        1. has 50 or more shareholders; and
          1. is at least medium-sized.

          2. If a financial product that confers a voting right is held jointly by 2 or more persons, those persons must be treated as a single shareholder for the purposes of counting the number of shareholders under subsection (1)(c)(i).

          3. Repealed

          4. In this section, shareholder means a shareholder holding a financial product that confers a voting right.

          5. In this section, a company is at least medium-sized if—

          6. the company has completed 1 or more accounting periods and either or both of the following are true:
            1. on the last day of the company’s most recently completed accounting period, the total assets of the company and its subsidiaries (if any) are at least $30 million:
              1. in the most recently completed accounting period, the total revenue of the company and its subsidiaries (if any) is at least $15 million; or
              2. the company has not completed its first accounting period and on the last day of the most recently completed month the total assets of the company and its subsidiaries (if any) are at least $30 million.

                Notes
                • Section 2A: inserted, on , by section 5 of the Takeovers Amendment Act 2012 (2012 No 68).
                • Section 2A(1): amended, on , by section 117(1) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                • Section 2A(1)(a): replaced, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
                • Section 2A(1)(a): amended, on , by section 117(2) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                • Section 2A(1)(b): amended, on , by section 117(3) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                • Section 2A(1)(c): replaced, on , by section 117(4) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                • Section 2A(1)(c)(i): amended, on , by section 169(1) of the Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11).
                • Section 2A(2): inserted, on , by section 169(2) of the Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11).
                • Section 2A(2): repealed, on , by section 117(5) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).
                • Section 2A(3): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
                • Section 2A(4): inserted, on , by section 117(6) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).