Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 1 — Short Title and commencement
1 Short Title and commencement (1) This Act may be cited as the Companies Act 1993. (2) This Act shall come into force on the 1st day of July 1994.
Section Sch1-1 — Chairperson
1 Chairperson (1) If the directors have elected a chairperson of the board, and the chairperson of the board is present at a meeting of shareholders, he or she must chair the meeting. (2) If no…
Section Sch1-10 — Corporations may act by representatives
10 Corporations may act by representatives A body corporate which is a shareholder may appoint a representative to attend a meeting of shareholders on its behalf in the same manner as that in which…
Section Sch1-11 — Votes of joint holders
11 Votes of joint holders Where 2 or more persons are registered as the holder of a share, the vote of the person named first in the share register and voting on a matter must be accepted to the…
Section Sch1-12 — Loss of voting right if calls unpaid
12 Loss of voting right if calls unpaid Subject to the constitution of a company, if a sum due to a company in respect of a share has not been paid, that share may not be voted at a shareholder's…
Section Sch1-13 — Other proceedings
13 Other proceedings Except as provided in this Schedule, and subject to the constitution of the company, a meeting of shareholders may regulate its own procedure.
Section Sch1-2 — Notice of meetings
2 Notice of meetings (1) Written notice of the time and place of a meeting of shareholders must be sent to every shareholder entitled to receive notice of the meeting and to every director and an…
Section Sch1-3 — Methods of holding meetings
3 Methods of holding meetings A meeting of shareholders may be held either— (a) By a number of shareholders, who constitute a quorum, being assembled together at the place, date, and time appointed…
Section Sch1-4 — Quorum
4 Quorum (1) Subject to subclause (3) of this clause, no business may be transacted at a meeting of shareholders if a quorum is not present. (2) Subject to the constitution of the company, a quorum…
Section Sch1-5 — Voting
5 Voting (1) In the case of a meeting of shareholders held under clause 3(a) of this Schedule, unless a poll is demanded, voting at the meeting shall be by whichever of the following methods is…
Section Sch1-6 — Proxies
6 Proxies (1) A shareholder may exercise the right to vote either by being present in person or by proxy. (2) A proxy for a shareholder is entitled to attend and be heard at a meeting of shareholders…
Section Sch1-7 — Postal votes
7 Postal votes (1) Subject to the constitution of the company, a shareholder may exercise the right to vote at a meeting by casting a postal vote in accordance with the provisions of this clause. (2)…
Section Sch1-8 — Minutes
8 Minutes (1) The board must ensure that minutes are kept of all proceedings at meetings of shareholders. (2) Minutes which have been signed correct by the chairperson of the meeting are prima facie…
Section Sch1-9 — Shareholder proposals
9 Shareholder proposals (1) A shareholder may give written notice to the board of a matter the shareholder proposes to raise for discussion or resolution at the next meeting of shareholders at which…
Section 2 — Interpretation
2 Interpretation (1) In this Act, unless the context otherwise requires,— Accounting period , in relation to a company, means a year ending on a balance date of the company and, if as a result of the…
Section Sch2 — Sections of this Act that confer powers on directors that cannot be delegated
Schedule 2 Sections of this Act that confer powers on directors that cannot be delegated Section 130 (a) Section 23(1)(c) (which relates to the change of company names): (b) Section 42 (which relates…
Section 3 — Public notice
3 Public notice (1) Where, pursuant to this Act, public notice must be given of any matter affecting a company, that notice must be given by publishing notice of the matter— (a) In at least 1 issue…
Section Sch3-1 — Chairperson
1 Chairperson (1) The directors may elect one of their number as chairperson of the board. (2) The director elected as chairperson holds that office until he or she dies or resigns or the directors…
Section Sch3-2 — Notice of meeting
2 Notice of meeting (1) A director or, if requested by a director to do so, an employee of the company, may convene a meeting of the board by giving notice in accordance with this clause. (2) Not…
Section Sch3-3 — Methods of holding meetings
3 Methods of holding meetings A meeting of the board may be held either— (a) By a number of the directors who constitute a quorum, being assembled together at the place, date, and time appointed for…
Section Sch3-4 — Quorum
4 Quorum (1) A quorum for a meeting of the board is a majority of the directors. (2) No business may be transacted at a meeting of directors if a quorum is not present.
Section Sch3-5 — Voting
5 Voting (1) Every director has one vote. (2) The chairperson does not have a casting vote. (3) A resolution of the board is passed if it is agreed to by all directors present without dissent or if a…
Section Sch3-6 — Minutes
6 Minutes The board must ensure that minutes are kept of all proceedings at meetings of the board.
Section Sch3-7 — Unanimous resolution
7 Unanimous resolution (1) A resolution in writing, signed or assented to by all directors then entitled to receive notice of a board meeting, is as valid and effective as if it had been passed at a…
Section Sch3-8 — Other proceedings
8 Other proceedings Except as provided in this Schedule, the board may regulate its own procedure.
Section 4 — Meaning of solvency test
4 Meaning of solvency test (1) For the purposes of this Act, a company satisfies the solvency test if— (a) The company is able to pay its debts as they become due in the normal course of business;…
Section Sch4 — Information to be contained in annual return
Schedule 4 Information to be contained in annual return Section 214 (a) The address of the registered office of the company: (b) The address for service of the company: (c) The postal address of the…
Section 5 — Meaning of holding company and subsidiary
5 Meaning of holding company and subsidiary (1) For the purposes of this Act, a company is a subsidiary of another company if, but only if,— (a) That other company— (i) Controls the composition of…
Section Sch5-1 — Methods of holding meetings
1 Methods of holding meetings A meeting of creditors may be held— (a) By assembling together those creditors entitled to take part and who choose to attend at the place, date, and time appointed for…
Section Sch5-10 — Other proceedings
10 Other proceedings Except as provided in this Schedule and in any regulations made under this Act, a meeting of creditors may regulate its own procedure.
Section Sch5-11 — Effect of irregularity or defect
11 Effect of irregularity or defect (1) An irregularity or defect in the proceedings at a meeting of creditors does not invalidate anything done by a meeting of creditors, unless the Court orders…
Section Sch5-2 — Notice of meeting
2 Notice of meeting (1) Written notice of— (a) The time and place of every meeting to be held under clause 1(a) of this Schedule; or (b) The time and method of communication for every meeting to be…
Section Sch5-3 — Chairperson
3 Chairperson (1) If a liquidator has been appointed and is present, or if the liquidator has appointed a nominee and the nominee is present, he or she must act as chairperson of a meeting held in…
Section Sch5-4 — Quorum
4 Quorum (1) A quorum for a meeting of creditors is present if— (a) Three creditors who are entitled to vote or their proxies are present or have cast postal votes; or (b) If the number of creditors…
Section Sch5-5 — Voting
5 Voting (1) At any meeting of creditors or a class of creditors, not being a meeting held for the purposes of section 230 of this Act, a resolution is adopted if a majority in number and value of…
Section Sch5-6 — Proxies
6 Proxies (1) A creditor may exercise the right to vote either by being present in person or by proxy. (2) A proxy for a creditor is entitled to attend and be heard at a meeting of creditors as if…
Section Sch5-7 — Postal votes
7 Postal votes (1) A creditor entitled to vote at a meeting of creditors held in accordance with clause 1(a) or (b) or (c) of this Schedule may exercise the right to vote by casting a postal vote in…
Section Sch5-8 — Minutes
8 Minutes (1) The person chairing a meeting of creditors, or in the case of a meeting held under clause 1(c) of this Schedule, the person convening the meeting, must ensure that minutes are kept of…
Section Sch5-9 — Corporations may act by representatives
9 Corporations may act by representatives A body corporate which is a creditor may appoint a representative to attend a meeting of creditors on its behalf.
Section 6 — Extended meaning of subsidiary
6 Extended meaning of subsidiary For the purposes of this Act, a company within the meaning of section 2 of the Companies Act 1955 is a subsidiary of another company if, were it a company within the…
Section Sch6 — Powers of liquidators
Schedule 6 Powers of liquidators Section 260(2) A liquidator of a company has power to— (a) Commence, continue, discontinue, and defend legal proceedings: (b) The extent necessary for the liquidation…
Section 7 — Control defined
7 Control defined For the purposes of section 5 of this Act, without limiting the circumstances in which the composition of a company's board is to be taken to be controlled by another company, the…
Section Sch7-1 — Priority of payments to preferential creditors
1 Priority of payments to preferential creditors (1) The liquidator must first pay, in the order of priority in which they are listed,— (a) the fees and expenses properly incurred by the liquidator…
Section Sch7-2 — Conditions to priority of payments to preferential creditors
2 Conditions to priority of payments to preferential creditors (1) The claims listed in each of subclauses (2), (3), (4), and (5) of clause 1 — (a) rank equally among themselves and, subject to any…
Section Sch7-3 — Provisions concerning preferential payments to employees
3 Provisions concerning preferential payments to employees (1) The total sum to which priority is to be given under any, or all, of paragraphs (a) to (e) of clause 1(2) must not, in the case of any…
Section Sch7-4 — Subrogation of persons if payment has been made
4 Subrogation of persons if payment has been made If a payment has been made to a person ( A ) on account of any preferential claim set out in this schedule out of money advanced by another person (…
Section Sch7-5 — Priority given to person who distrains on goods
5 Priority given to person who distrains on goods If a person has distrained on goods or effects of the company during the 20 working days before the commencement of the liquidation, the preferential…
Section Sch7-6 — Saving provision for liquidation that has commenced
6 Saving provision for liquidation that has commenced If a liquidation of a company commenced before the Companies Amendment Act 2006 came into force, that company's property must be applied in…
Section 8 — Certain matters to be disregarded
8 Certain matters to be disregarded In determining whether a company is a subsidiary of another company,— (a) Shares held or a power exercisable by that other company in a fiduciary capacity are not…
Section Sch8-1 — Frequency of meetings
1 Frequency of meetings The committee must meet at such times as it from time to time appoints, and the liquidator or a member of the committee may also call a meeting of the committee as and when…