Topic

Starting a business

This page contains different parts of laws about Starting a business.

Accident Compensation Act 2001

Self-employed workers must pay special fees to ACC

168B: Self-employed persons to pay levies

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Accident Compensation Act 2001

Only ACC can use its name or names that look like it

268: Protection of names Accident Compensation Corporation and Accident Rehabilitation and Compensation Insurance Corporation

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Financial Service Providers (Registration and Dispute Resolution) Act 2008

The Registrar can say no to papers that don't follow the rules

30: Registrar may refuse to accept document

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Income Tax Act 2007

Income from transferred employee costs when buying a business

CB 31: Disposal of business: transferred employment income obligations

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Income Tax Act 2007

Rules about payments for agreeing not to do certain work in the future

CE 9: Restrictive covenants

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Income Tax Act 2007

Tax rules when selling a business and transferring employees

DC 10: Disposal of business: transferred employment income obligations

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Income Tax Act 2007

This provision about refunds during bankruptcy has been removed from the law

EH 54: Income when refund given on bankruptcy

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Income Tax Act 2007

How to calculate your total ownership in a company

FE 38: Measuring ownership interests in companies

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Income Tax Act 2007

How to calculate your share of company ownership

FE 39: Direct ownership interests

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Income Tax Act 2007

How a company can choose to become a qualifying company

HA 5: Elections to become qualifying company

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Income Tax Act 2007

Choosing when your company becomes a qualifying company

HA 30: When elections take effect

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Income Tax Act 2007

How shareholders can cancel their company election

HA 32: Revocation of shareholders’ elections: by notice

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Income Tax Act 2007

How to calculate your ownership in a company

HA 44: Measuring effective interests

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Income Tax Act 2007

How you might pay income tax on trust income if you set up a trust

HC 29: Settlors’ liability to income tax

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Income Tax Act 2007

Company must be incorporated or operate in New Zealand

IC 7: Place of incorporation or carrying on business

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Income Tax Act 2007

How much of a company you own based on your shares and options

YC 3: Market value interests

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Income Tax Act 2007

Converting a foreign company to a limited liability company

YC 19: Legislative conversion of foreign company of proprietors

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Charitable Trusts Act 1957

The official name of this law and when it started working

1: Short Title and commencement

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Charitable Trusts Act 1957

Trustees can ask to become a board for their charity

7: Trustees may apply for incorporation

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Charitable Trusts Act 1957

How to apply to make your group or trust official

10: Applications for incorporation

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Charitable Trusts Act 1957

How to make your trust board official

11: Registration of boards

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Charitable Trusts Act 1957

Rules for choosing a name for your charitable trust board

15: Name of board

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Companies Act 1993

This section explains the official name of the law and when it took effect

1: Short Title and commencement

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Companies Act 1993

Explains the meaning of important terms used in the Companies Act 1993

2: Interpretation

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Companies Act 1993

Rules for determining if a company is a subsidiary of another

8: Certain matters to be disregarded

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Companies Act 1993

How a Company is Born and Becomes Real

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Companies Act 1993

What you need to set up a company in New Zealand

10: Essential requirements

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Companies Act 1993

How a company is created and officially recognised

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Companies Act 1993

How to register a company

11: Right to apply for registration

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Companies Act 1993

How to apply to register a company

12: Application for registration

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Companies Act 1993

How to officially create and register a new company

13: Registration

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Companies Act 1993

Official document proving a company's legal existence

14: Certificate of incorporation

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Companies Act 1993

Companies are separate legal entities from their owners

15: Separate legal personality

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Companies Act 1993

You must reserve a company name before registering or changing it

20: Name to be reserved

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Companies Act 1993

Companies with limited shareholder liability must end their name with "Limited" or "Tāpui (Limited)"

21: Name of company if liability of shareholders limited

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Companies Act 1993

How to apply to reserve a company name

22: Application for reservation of name

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Companies Act 1993

How to change your company's name and what it means

23: Change of name

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Companies Act 1993

Registrar can require a company to change its name or assign a new one

24: Direction to change name

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Companies Act 1993

Companies can decide whether to have a constitution or not

26: No requirement for company to have constitution

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Companies Act 1993

Rules for what counts as a company's constitution

29: Form of constitution

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Companies Act 1993

What you can include in your company's constitution

30: Contents of constitution

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Companies Act 1993

Creating, changing, or removing a company's constitution

32: Adoption, alteration, and revocation of constitution

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Companies Act 1993

Submitting a single document with all company rules and changes

33: New form of constitution

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Companies Act 1993

Court can change a company's constitution when normal methods are impractical

34: Court may alter constitution

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Companies Act 1993

Rules for companies when agreeing to issue new shares

40: Contracts for issue of shares

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Companies Act 1993

Shares must be given out when a company is formed or joins with another

41: Issue of shares on registration and amalgamation

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Companies Act 1993

Telling the Registrar when new shares are issued

43: Notice of share issue

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Companies Act 1993

How you can pay for shares when a company issues them

46: Consideration for issue of shares

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Companies Act 1993

How you might need to pay for shares when a company is first set up

46A: Consideration for issue of shares on registration

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Companies Act 1993

Shares become official when the owner's name is added to the share register

51: Time of issue of shares

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Companies Act 1993

Defining when a company's shares can be bought back

68: Meaning of redeemable

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Companies Act 1993

How to transfer ownership of company shares

84: Transfer of shares

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Companies Act 1993

Companies must keep a detailed record of all share ownership

87: Company to maintain share register

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Companies Act 1993

Where companies must keep their list of shareholders

88: Place of share register

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Companies Act 1993

Registering a deceased shareholder's personal representative as the new owner of shares

93: Personal representative may be registered

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Companies Act 1993

Who counts as a shareholder in a company

96: Meaning of shareholder

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Companies Act 1993

Yearly meeting for company owners to discuss business matters

120: Annual meeting of shareholders

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Companies Act 1993

A company must have at least one director

150: Number of directors

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Companies Act 1993

Who can be a company director

151: Qualifications of directors

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Companies Act 1993

How directors are appointed when a company starts and afterwards

153: Appointment of first and subsequent directors

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Companies Act 1993

Court can appoint directors when a company lacks them

154: Court may appoint directors

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Companies Act 1993

How a director can leave or be removed from their role

157: Director ceasing to hold office

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Companies Act 1993

Informing the Registrar about changes to company directors

159: Notice of change of directors

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Companies Act 1993

How board meetings are conducted and decisions are made

160: Proceedings of board

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Companies Act 1993

Giving someone the power to act for your company

181: Attorneys

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Companies Act 1993

Companies can approve contracts made before they were officially formed

182: Pre-incorporation contracts may be ratified

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Companies Act 1993

Promises made when setting up contracts for future companies

183: Warranties implied in pre-incorporation contracts

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Companies Act 1993

When the District Court can decide on pre-incorporation contracts

185A: Jurisdiction of District Court

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Companies Act 1993

Every company must maintain an official address in New Zealand

186: Registered office

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Companies Act 1993

How to change your company's official address

187: Change of registered office

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Companies Act 1993

When and how to change your company's registered office if the Registrar tells you to

188: Requirement to change registered office

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Companies Act 1993

Required records that companies must keep and where to keep them

189: Company records

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Companies Act 1993

How companies must keep and protect their records

190: Form of records

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Companies Act 1993

Company must have a New Zealand address for receiving official documents

192: Address for service

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Companies Act 1993

How to change where your company receives official documents

193: Change of address for service

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Companies Act 1993

Updating a company's official address in the register

193A: Rectification or correction of address for service

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Companies Act 1993

Where you must store your company's accounting records

195: Place accounting records to be kept

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Companies Act 1993

Companies must provide yearly updates to the Registrar

214: Annual return

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Companies Act 1993

Registrar can update company addresses on the register based on annual return information

214A: Registrar may alter New Zealand register

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Companies Act 1993

How to combine multiple companies into one

219: Amalgamations

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Companies Act 1993

How to create a plan for combining companies

220: Amalgamation proposal

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Companies Act 1993

Sending required documents to register companies joining together

223: Registration of amalgamation proposal

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Companies Act 1993

Official documents given when companies join together

224: Certificate of amalgamation

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Companies Act 1993

What happens when companies officially join together

225: Effect of certificate of amalgamation

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Companies Act 1993

Requirements and restrictions for becoming a company administrator

239F: Who may be appointed as administrator

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Companies Act 1993

Administrator's required written agreements and declarations before appointment

239G: What administrator must do before appointment

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Companies Act 1993

When an administrator's job becomes vacant

239P: When office of administrator is vacant

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Companies Act 1993

Requirements for becoming a deed administrator for a company

239ACD: Who may be appointed as deed administrator

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Companies Act 1993

Definitions for managing groups of related companies together

239AEQ: Interpretation of terms for purposes of this subpart

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Companies Act 1993

Keeping and sharing company records when closing down a business

256: Duties in relation to records

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Companies Act 1993

Liquidator's final duties before removing a company from the register

257: Duties in relation to final report and accounts

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Companies Act 1993

Confirm eligibility and agree to be a company liquidator

282: What liquidator must do before appointment

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Companies Act 1993

Reasons why a company can be removed from the New Zealand register

318: Grounds for removal from register

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Companies Act 1993

Registrar must notify and allow objections before removing a company from the register

319: Notice of intention to remove company under paragraph (aaa), (b), (ba), (bb), (bc), (bd), or (f) of section 318(1)

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Companies Act 1993

Notifying the public and relevant parties about plans to remove a company from the register

320: Notice of intention to remove company under paragraph (c), (d), or (e) of section 318(1)

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Companies Act 1993

How to object if someone wants to remove a company from the register

321: Objection to removal from register

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Companies Act 1993

What the Registrar must do when someone objects to removing a company from the register

322: Duties of Registrar if objection received

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Companies Act 1993

Registrar can put removed companies back on the register in certain situations

328: Registrar may restore company to New Zealand register

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Companies Act 1993

How companies can be put back on the register after being removed

330: Restoration to register

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Companies Act 1993

Reserve your company name before doing business in New Zealand

333: Name to be reserved before carrying on business

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Companies Act 1993

Overseas companies must register to do business in New Zealand

334: Overseas companies to register under this Act

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Companies Act 1993

How to apply to register an overseas company in New Zealand

336: Application for registration

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Companies Act 1993

How an overseas company gets registered in New Zealand

337: Registration of overseas company

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Companies Act 1993

How to notify the Registrar about changes to your overseas company

339: Alteration of constitution

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Companies Act 1993

Yearly update required for overseas companies operating in New Zealand

340: Annual return of overseas company

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Companies Act 1993

How an overseas company stops doing business in New Zealand

341: Overseas company ceasing to carry on business in New Zealand

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Companies Act 1993

How companies from other countries can become New Zealand companies

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Companies Act 1993

Foreign companies can register in New Zealand

344: Overseas companies may be registered as companies under this Act

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Companies Act 1993

How to apply to register an overseas company in New Zealand

345: Application for registration

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Companies Act 1993

Overseas companies need permission and approval to register in New Zealand

346: Overseas companies must be authorised to register

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Companies Act 1993

How to register an overseas company in New Zealand and get a certificate

348: Registration

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Companies Act 1993

Moving a company's registration to a different place

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Companies Act 1993

How to apply to move your company to another country

351: Application to transfer incorporation

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Companies Act 1993

How the Registrar removes a company from the New Zealand register

355: Removal from register

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Companies Act 1993

The government appoints officials to oversee company-related matters

357: Registrar and Deputy Registrars of Companies

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Companies Act 1993

Appointment and duties of local and assistant company registrars

358: District and Assistant Registrars of Companies

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Companies Act 1993

Where to go for official company matters

359: Responsible District Registrar

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Companies Act 1993

Explains the types of company registers kept by the Registrar and how they are maintained

360: Registers

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Companies Act 1993

Fixing mistakes in company registers

360A: Rectification or correction of New Zealand register and overseas register

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Companies Act 1993

Rules for submitting company documents for official registration

362: Registration of documents

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Companies Act 1993

Rules for fees payable to the Registrar for company-related services

372: Fees

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Companies Act 1993

Who can't manage companies and for how long

382: Persons prohibited from managing companies

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Companies Act 1993

How to deliver official documents to a company

388: Service of other documents on companies

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Income Tax Act 2007

How to choose for your company to become a look-through company for tax purposes

HB 13: LTC elections

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Income Tax Act 2007

How a qualifying company can become a sole tradership

HZ 4D: Qualifying companies: transition into sole traderships

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Building Societies Act 1965

How to start a building society in New Zealand

13: Mode of establishing society

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Building Societies Act 1965

Rules for starting a building society must be checked and approved

14: Registration of rules of society

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Building Societies Act 1965

A building society becomes a separate legal entity when it's officially registered

15: Incorporation of society

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Building Societies Act 1965

Building societies must have unique names to avoid confusion

21: Restriction on registration of names

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Building Societies Act 1965

Founding members must buy shares before the society can start

29: Minimum subscription by founding members

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Building Societies Act 1965

Where the society keeps its main address

72: Registered office of society

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Building Societies Act 1965

Company officer records when a building society becomes a company

113D: Registrar of Companies to register society as company on receipt of certain documents

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Companies Act 1993

Old company law still applies in some cases, like for businesses closing before July 1997

399: Companies Act 1955 continues to apply for limited purposes

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Companies Act 1993

Companies brought back or finished liquidating may need to re-register

400: Companies restored to register or that have ceased to be in liquidation may be reregistered

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Contract and Commercial Law Act 2017

This law explains different types of agreements and business matters in simple terms

5: Overview of this Act

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Companies Act 1993

How to close down an association and deal with its assets and debts

Schedule 11: Liquidation of associations

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Income Tax Act 2007

How to handle extra payments when buying or selling a business using foreign agreements

EW 33D: Foreign ASAPs: contingencies for business combinations

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Building Societies Act 1965

Making sure fees for government services were okay to use for other things

137A: Validation of fees used to recover costs of other Companies Office registers, etc

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Companies Act 1993

Acts and their official registers for different types of organisations in New Zealand

Schedule 14: List of relevant Acts and registers

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About this project

What is this project?

This project is an experiment to take difficult language, and make it easier to read and understand for everyone.

How do we do this?

What’s our process for taking the law and turning it into plain language?

Why is the law written like it is?

Laws are often hard to read. They use a lot of words and language we don’t usually use when we talk.

Should we use AI for this?

What are the good and bad sides of using AI?

Is this information the actual law?

We hope that this information will help people understand New Zealand laws. But we think that it’s important you talk to someone who understands the law well if you have questions or are worried about something.

You can talk to Community Law or Citizen’s Advice Bureau about your rights.

Remember that AI can make mistakes, and just reading the law isn’t enough to understand how it could be used in court.