Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 354 — Companies that cannot transfer incorporation
354 Companies that cannot transfer incorporation (1) A company must not be removed from the New Zealand register under section 355 of this Act if— (a) The company is in liquidation or an application…
Section 355 — Removal from register
355 Removal from register (1) As soon as the Registrar receives a properly completed application under section 351 of this Act to remove a company from the New Zealand register, the Registrar must…
Section 356 — Effect of removal from register
356 Effect of removal from register (1) The removal of a company from the New Zealand register under section 355 of this Act does not— (a) Prejudice or affect the identity of the body corporate that…
Section 357 — Registrar and Deputy Registrars of Companies
357 Registrar and Deputy Registrars of Companies (1) There must be— (a) A Registrar of Companies; and (b) As many Deputy Registrars of Companies as may be necessary for the purposes of this Act and…
Section 358 — District and Assistant Registrars of Companies
358 District and Assistant Registrars of Companies (1) As many District Registrars of Companies and Assistant Registrars of Companies as may be necessary for the purposes of this Act must be…
Section 359 — Responsible District Registrar
359 Responsible District Registrar Where, pursuant to this Act or any regulations under this Act, any action is required to be taken by, or anything is required to be done to, the Registrar, in…
Section 360 — Registers
360 Registers (1) The Registrar must ensure that— (a) A register of companies registered under Part 2 of this Act or reregistered under this Act in accordance with the Companies Reregistration Act…
Section 360A — Rectification or correction of New Zealand register and overseas register
360A Rectification or correction of New Zealand register and overseas register (1) The Registrar may,— (a) on the application of any person, rectify the New Zealand register or the overseas register…
Section 360B — Powers of Court
360B Powers of Court (1) If an objection to a proposed rectification is received by the Registrar under section 360A(3) , the applicant for the rectification of the New Zealand register or the…
Section 361 — Registrar may direct transfer
361 Registrar may direct transfer (1) Subject to this section, the Registrar may direct the transfer of part of the New Zealand register and of any record relating to a company from one place in New…
Section 362 — Registration of documents
362 Registration of documents (1) On receipt of a document for registration under this Act, the Registrar must,— (a) Subject to subsection (2) of this section, register the document in the New…
Section 363 — Inspection and evidence of registers
363 Inspection and evidence of registers (1) A person may, on payment of any fees that are prescribed, inspect— (a) Any document that constitutes part of the New Zealand register or the overseas…
Section 364 — Notice by Registrar
364 Notice by Registrar (1) A notice that the Registrar is required by this Act to give to a natural person, must be given in writing and in a manner that the Registrar considers appropriate in the…
Section 365 — Registrar's powers of inspection
365 Registrar's powers of inspection (1) The Registrar or a person authorised by the Registrar may,— (a) For the purpose of— (i) Ascertaining whether a company or a director of a company is…
Section 366 — Disclosure of information and reports
366 Disclosure of information and reports (1) A person authorised by the Registrar for the purpose of section 365 of this Act who has— (a) Obtained a document or information in the course of making…
Section 367 — Application of Official Information Act 1982 and Privacy Act 1993
367 Application of Official Information Act 1982 and Privacy Act 1993 (1) This section applies to— (a) The Minister of the Crown who, under the authority of any warrant or with the authority of the…
Section 368 — Appeals from decisions under section 367
368 Appeals from decisions under section 367 (1) A person who is aggrieved by a refusal to disclose a document, information, or report under section 367 of this Act may appeal to the Court within 15…
Section 369 — Inspector's report admissible in liquidation proceedings
369 Inspector's report admissible in liquidation proceedings Notwithstanding any other Act or rule of law, a report prepared by a person in relation to an inspection carried out by him or her under…
Section 370 — Appeals from Registrar's decisions
370 Appeals from Registrar's decisions (1) A person who is aggrieved by an act or decision of the Registrar under this Act may appeal to the Court within 15 working days after the date of…
Section 371 — Exercise of powers under section 365 not affected by appeal
371 Exercise of powers under section 365 not affected by appeal (1) Subject to subsection (2) of this section, but notwithstanding any other provision of any Act or any rule of law, where a person…
Section 372 — Fees
372 Fees (1) The Governor-General may from time to time, by Order in Council, make regulations prescribing— (a) Fees or other amounts payable to the Registrar in respect of the performance of…
Section 373 — Penalty for failure to comply with Act
373 Penalty for failure to comply with Act (1) A person convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000: (1) Section 25(5)(a) (which…
Section 374 — Penalties that may be imposed on directors in cases of failure by board or company to comply with Act
374 Penalties that may be imposed on directors in cases of failure by board or company to comply with Act (1) A director of a company who is convicted of an offence against any of the following…
Section 375 — Proceedings for offences
375 Proceedings for offences (1) The offences specified in— (a) Subsections (1) , (2) , and (3) of section 373 of this Act; and (b) Section 374 of this Act— are triable summarily. (2) The offences…
Section 376 — Defences
376 Defences (1) It is a defence to a director charged with an offence in relation to a duty imposed on the board of a company if the director proves that— (a) The board took all reasonable and…
Section 377 — False statements
377 False statements (1) Every person who, with respect to a document required by or for the purposes of this Act,— (a) Makes, or authorises the making of, a statement in it that is false or…
Section 378 — Fraudulent use or destruction of property
378 Fraudulent use or destruction of property Every director, employee, or shareholder of a company who— (a) Fraudulently takes or applies property of the company for his or her own use or benefit,…
Section 379 — Falsification of records
379 Falsification of records (1) Every director, employee, or shareholder of a company who, with intent to defraud or deceive a person,— (a) Destroys, parts with, mutilates, alters, or falsifies, or…
Section 380 — Carrying on business fraudulently
380 Carrying on business fraudulently (1) Every person who is knowingly a party to a company carrying on business with intent to defraud creditors of the company or any other person or for a…
Section 381 — Improper use of “ Limited ”
381 Improper use of “ Limited ” Any person who, not being incorporated with limited liability, whether alone or with other persons, carries on business under a name or title of which “ Limited ” or a…
Section 382 — Persons prohibited from managing companies
382 Persons prohibited from managing companies (1) Where— (a) A person has been convicted on indictment of any offence in connection with the promotion, formation, or management of a company; or (b)…
Section 383 — Court may disqualify directors
383 Court may disqualify directors (1) Where— (a) A person has been convicted on indictment of an offence in connection with the promotion, formation, or management of a company, or has been…
Section 384 — Liability for contravening sections 382 and 383
384 Liability for contravening sections 382 and 383 A person who acts as a director of a company in contravention of section 382 of this Act or an order made under section 383 of this Act is…
Section 385 — Registrar may prohibit persons from managing companies
385 Registrar may prohibit persons from managing companies (1) This section applies in relation to a company— (a) That has been put into liquidation because of its inability to pay its debts as and…
Section 386 — Liability for contravening section 385
386 Liability for contravening section 385 A person who acts in contravention of a notice under section 385 of this Act is personally liable to— (a) A liquidator of the company for every unpaid debt…
Section 386A — Director of failed company must not be director, etc, of phoenix company with same or substantially similar name
386A Director of failed company must not be director, etc, of phoenix company with same or substantially similar name (1) Except with the permission of the Court, or unless 1 of the exceptions in…
Section 386B — Definitions for purpose of phoenix company provisions
386B Definitions for purpose of phoenix company provisions (1) In sections 386A to 386F ,— director of a failed company means a person who was a director of a failed company at any time in the period…
Section 386C — Liability for debts of phoenix company
386C Liability for debts of phoenix company (1) A person who contravenes section 386A(1)(a) or (b) is personally liable for all of the relevant debts of the phoenix company. (2) A person ( A ) who is…
Section 386D — Exception for person named in successor company notice
386D Exception for person named in successor company notice (1) Section 386A does not apply to a person named in a successor company notice. (2) A successor company is a company that acquires the…
Section 386E — Exception for temporary period while application for exemption is made
386E Exception for temporary period while application for exemption is made (1) A person does not contravene a prohibition in section 386A for the temporary period set out in subsection (2) if that…
Section 386F — Exception in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation
386F Exception in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation (1) The prohibitions in section 386A(1)(a) and (b)…
Section 387 — Service of documents on companies in legal proceedings
387 Service of documents on companies in legal proceedings (1) A document, including a writ, summons, notice, or order, in any legal proceedings may be served on a company as follows: (a) By delivery…
Section 388 — Service of other documents on companies
388 Service of other documents on companies A document, other than a document in any legal proceedings, may be served on a company as follows: (a) By any of the methods set out in paragraph (a) or…
Section 389 — Service of documents on overseas companies in legal proceedings
389 Service of documents on overseas companies in legal proceedings (1) A document, including a writ, summons, notice, or order, in any legal proceedings may be served on an overseas company in New…
Section 390 — Service of other documents on overseas companies
390 Service of other documents on overseas companies A document, other than a document in any legal proceedings, may be served on an overseas company as follows: (a) By any of the methods set out in…
Section 391 — Service of documents on shareholders and creditors
391 Service of documents on shareholders and creditors (1) A notice, statement, report, accounts, or other document to be sent to a shareholder or creditor who is a natural person may be— (a)…
Section 392 — Additional provisions relating to service
392 Additional provisions relating to service (1) Subject to subsection (2) of this section, for the purposes of sections 387 to 391 of this Act,— (a) If a document is to be served by delivery to a…
Section 393 — Privileged communications
393 Privileged communications (1) Subject to subsection (2) of this section, nothing in this Act requires a legal practitioner to disclose a privileged communication. (2) Nothing in subsection (1) of…
Section 394 — Directors' certificates
394 Directors' certificates A requirement imposed by any provision of this Act that directors of a company must sign a certificate is complied with if the directors who are required to sign the…
Section 395 — Regulations
395 Regulations (1) The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following purposes: (a) Prescribing forms for the purposes of this Act; and…