Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section Sch8-2 — Majorities
2 Majorities The committee may act by a majority of its members present at a meeting, but may not act unless a majority of the committee are present.
Section Sch8-3 — Resignation
3 Resignation A member of the committee may resign by notice in writing signed by him or her and delivered to the liquidator.
Section Sch8-4 — Office becoming vacant
4 Office becoming vacant If a member of the committee becomes bankrupt, or compounds or arranges with his or her creditors, or is absent from 3 consecutive meetings of the committee without the leave…
Section Sch8-5 — Removal of a member
5 Removal of a member A member of the committee may be removed by a resolution carried at a meeting of creditors if the member represents creditors, or of shareholders if the member represents…
Section Sch8-6 — Vacancy filled
6 Vacancy filled A vacancy in the committee may be filled by the appointment by the committee of— (a) The same or another creditor or shareholder, as the case may be; or (b) A person holding a…
Section Sch8-7 — Committee with vacancy may act
7 Committee with vacancy may act The continuing members of the committee, if not less than 2, may act even though a vacancy exists in the committee.
Section 9 — Act binds the Crown
9 Act binds the Crown This Act binds the Crown.
Section Sch9-1 — Modified application of Part 16 of this Act
1 Modified application of Part 16 of this Act Part 16 of this Act applies to the liquidation of “ ” an overseas company, with the following modifications and exclusions: (a) [Repealed] (b) References…
Section Sch9-2 — Rights of action not affected
2 Rights of action not affected Nothing in this Act excludes the right of a creditor of an overseas company in relation to “ ” which a liquidator has been appointed— (a) To bring proceedings outside…
Section 10 — Essential requirements
10 Essential requirements A company must have— (a) A name; and (b) One or more shares; and (c) One or more shareholders, having limited or unlimited liability for the obligations of the company; and…
Section 11 — Right to apply for registration
11 Right to apply for registration Any person may, either alone or together with another person, apply for registration of a company under this Act.
Section 12 — Application for registration
12 Application for registration (1) An application for registration of a company under this Act must be sent or delivered to the Registrar, and must be— (a) In the prescribed form; and (b) Signed by…
Section 13 — Registration
13 Registration As soon as the Registrar receives a properly completed application for registration of a company, the Registrar must— (a) Register the application; and (b) Issue a certificate of…
Section 14 — Certificate of incorporation
14 Certificate of incorporation A certificate of incorporation of a company issued under section 13 of this Act is conclusive evidence that— (a) All the requirements of this Act as to registration…
Section 15 — Separate legal personality
15 Separate legal personality A company is a legal entity in its own right separate from its shareholders and continues in existence until it is removed from the New Zealand register.
Section 16 — Capacity and powers
16 Capacity and powers (1) Subject to this Act, any other enactment, and the general law, a company has, both within and outside New Zealand,— (a) Full capacity to carry on or undertake any business…
Section 17 — Validity of actions
17 Validity of actions (1) No act of a company and no transfer of property to or by a company is invalid merely because the company did not have the capacity, the right, or the power to do the act or…
Section 18 — Dealings between company and other persons
18 Dealings between company and other persons (1) A company or a guarantor of an obligation of a company may not assert against a person dealing with the company or with a person who has acquired…
Section 19 — No constructive notice
19 No constructive notice A person is not affected by, or deemed to have notice or knowledge of the contents of, the constitution of, or any other document relating to, a company merely because— (a)…
Section 20 — Name to be reserved
20 Name to be reserved The Registrar must not register a company under a name or register a change of the name of a company unless the name has been reserved.
Section 21 — Name of company if liability of shareholders limited
21 Name of company if liability of shareholders limited The registered name of a company must end with the word “ Limited ” or the words “ Tapui (Limited) ” if the liability of the shareholders of…
Section 22 — Application for reservation of name
22 Application for reservation of name (1) An application for reservation of the name of a company must be sent or delivered to the Registrar, and must be in the prescribed form. (2) The Registrar…
Section 23 — Change of name
23 Change of name (1) An application to change the name of a company must— (a) Be in the prescribed form; and (b) Be accompanied by a notice reserving the name; and (c) Subject to the constitution of…
Section 24 — Direction to change name
24 Direction to change name (1) If the Registrar believes on reasonable grounds that the name under which a company is registered should not have been reserved, the Registrar may serve written notice…
Section 25 — Use of company name
25 Use of company name (1) A company must ensure that its name is clearly stated in— (a) Every written communication sent by, or on behalf of, the company; and (b) Every document issued or signed by,…
Section 26 — No requirement for company to have constitution
26 No requirement for company to have constitution A company may but does not have to have a constitution.
Section 27 — Effect of Act on company having constitution
27 Effect of Act on company having constitution If a company has a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and…
Section 28 — Effect of Act on company not having constitution
28 Effect of Act on company not having constitution If a company does not have a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers,…
Section 29 — Form of constitution
29 Form of constitution The constitution of a company, if it has one, is,— (a) In the case of a company registered under Part 2 of this Act, a document certified by the applicant for registration of…
Section 30 — Contents of constitution
30 Contents of constitution Subject to section 16(2) of this Act, the constitution of a company may contain— (a) Matters contemplated by this Act for inclusion in the constitution of a company: (b)…
Section 31 — Effect of constitution
31 Effect of constitution (1) The constitution of a company has no effect to the extent that it contravenes, or is inconsistent with, this Act. (2) Subject to this Act, the constitution of a company…
Section 32 — Adoption, alteration, and revocation of constitution
32 Adoption, alteration, and revocation of constitution (1) The shareholders of a company that does not have a constitution may, by special resolution, adopt a constitution for the company. (2)…
Section 33 — New form of constitution
33 New form of constitution (1) A company may, from time to time, deliver to the Registrar a single document that incorporates the provisions of a document referred to in paragraph (a) or paragraph…
Section 34 — Court may alter constitution
34 Court may alter constitution (1) The Court may, on the application of a director or shareholder of a company, if it is satisfied that it is not practicable to alter the constitution of the company…
Section 35 — Legal nature of shares
35 Legal nature of shares A share in a company is personal property.
Section 36 — Rights and powers attaching to shares
36 Rights and powers attaching to shares (1) Subject to subsection (2) of this section, a share in a company confers on the holder— (a) The right to one vote on a poll at a meeting of the company on…
Section 37 — Types of shares
37 Types of shares (1) Subject to the constitution of the company, different classes of shares may be issued in a company. (2) Without limiting subsection (1) of this section, shares in a company…
Section 38 — No nominal value
38 No nominal value (1) A share must not have a nominal or par value. (2) Nothing in subsection (1) of this section prevents the issue by a company of a redeemable share.
Section 39 — Transferability of shares
39 Transferability of shares (1) Subject to any limitation or restriction on the transfer of shares in the constitution, a share in a company is transferable. (2) A share is transferred by entry in…
Section 40 — Contracts for issue of shares
40 Contracts for issue of shares A contract or deed under which a company is or may be required to issue shares, whether on the exercise of an option or on the conversion of securities or otherwise,…
Section 41 — Issue of shares on registration and amalgamation
41 Issue of shares on registration and amalgamation A company must,— (a) Forthwith after the registration of the company, issue to any person or persons named in the application for registration as a…
Section 42 — Issue of other shares
42 Issue of other shares Subject to this Act and the constitution of the company, the board of a company may issue shares at any time, to any person, and in any number it thinks fit.
Section 43 — Notice of share issue
43 Notice of share issue (1) The board of a company must deliver to the Registrar for registration, within 10 working days of the issue of shares under section 41(b) or section 42 or section 107(2)…
Section 44 — Shareholder approval for issue of shares
44 Shareholder approval for issue of shares (1) Notwithstanding section 42 of this Act, if shares cannot be issued by reason of any limitation or restriction in the company's constitution, the board…
Section 45 — Pre-emptive rights
45 Pre-emptive rights (1) Shares issued or proposed to be issued by a company that rank or would rank as to voting or distribution rights, or both, equally with or prior to shares already issued by…
Section 46 — Consideration for issue of shares
46 Consideration for issue of shares The consideration for which a share is issued may take any form and may be cash, promissory notes, contracts for future services, real or personal property, or…
Section 46A — Consideration for issue of shares on registration
46A Consideration for issue of shares on registration A shareholder is not liable to pay or provide any consideration in respect of an issue of shares under section 41(a) unless— (a) The constitution…
Section 47 — Consideration to be decided by board
47 Consideration to be decided by board (1) Before the board of a company issues shares under section 42 or section 44 of this Act, the board must— (a) Decide the consideration for which the shares…
Section 48 — Exceptions to section 47
48 Exceptions to section 47 Section 47 of this Act does not apply to— (a) The issue of shares that are fully paid up from the reserves of the company to all shareholders of the same class in…
Section 49 — Consideration in relation to issue of options and convertible securities
49 Consideration in relation to issue of options and convertible securities (1) Before the board of a company issues any securities that are convertible into shares in the company or any options to…