Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 141 — Avoidance of transactions
141 Avoidance of transactions (1) A transaction entered into by the company in which a director of the company is interested may be avoided by the company at any time before the expiration of 3…
Section 142 — Effect on third parties
142 Effect on third parties The avoidance of a transaction under section 141 of this Act does not affect the title or interest of a person in or to property which that person has acquired if the…
Section 143 — Application of sections 140 and 141 in certain cases
143 Application of sections 140 and 141 in certain cases Nothing in section 140 and section 141 of this Act applies in relation to— (a) Remuneration or any other benefit given to a director in…
Section 144 — Interested director may vote
144 Interested director may vote Subject to the constitution of the company, a director of a company who is interested in a transaction entered into, or to be entered into, by the company, may— (a)…
Section 145 — Use of company information
145 Use of company information (1) A director of a company who has information in his or her capacity as a director or employee of the company, being information that would not otherwise be available…
Section 146 — Meaning of relevant interest
146 Meaning of relevant interest (1) For the purposes of section 148 of this Act, a director of a company has a relevant interest in a share issued by a company (whether or not the director is…
Section 147 — Relevant interests to be disregarded in certain cases
147 Relevant interests to be disregarded in certain cases (1) For the purposes of section 148 of this Act, no account shall be taken of a relevant interest of a person in a share if— (a) The ordinary…
Section 148 — Disclosure of share dealing by directors
148 Disclosure of share dealing by directors (1) A director of a company that has become registered under this Act in accordance with the Companies Reregistration Act 1993 and who has a relevant…
Section 149 — Restrictions on share dealing by directors
149 Restrictions on share dealing by directors (1) If a director of a company has information in his or her capacity as a director or employee of the company or a related company, being information…
Section 150 — Number of directors
150 Number of directors A company must have at least one director.
Section 151 — Qualifications of directors
151 Qualifications of directors (1) A natural person who is not disqualified by subsection (2) of this section may be appointed as a director of a company. (2) The following persons are disqualified…
Section 152 — Director's consent required
152 Director's consent required A person must not be appointed a director of a company unless he or she has consented in writing to be a director and certified that he or she is not disqualified from…
Section 153 — Appointment of first and subsequent directors
153 Appointment of first and subsequent directors (1) A person named as a director in an application for registration or in an amalgamation proposal holds office as a director from the date of…
Section 154 — Court may appoint directors
154 Court may appoint directors (1) If— (a) There are no directors of a company, or the number of directors is less than the quorum required for a meeting of the board; and (b) It is not possible or…
Section 155 — Appointment of directors to be voted on individually
155 Appointment of directors to be voted on individually (1) Subject to the constitution of the company, the shareholders of a company may vote on a resolution to appoint a director of the company…
Section 156 — Removal of directors
156 Removal of directors (1) Subject to the constitution of a company, a director of the company may be removed from office by ordinary resolution passed at a meeting called for the purpose or for…
Section 157 — Director ceasing to hold office
157 Director ceasing to hold office (1) The office of director of a company is vacated if the person holding that office— (a) Resigns in accordance with subsection (2) of this section; or (b) Is…
Section 158 — Validity of director's acts
158 Validity of director's acts The acts of a person as a director are valid even though— (a) The person's appointment was defective; or (b) The person is not qualified for appointment.
Section 159 — Notice of change of directors
159 Notice of change of directors (1) The board of a company must ensure that notice in the prescribed form of— (a) A change in the directors of a company, whether as the result of a director ceasing…
Section 160 — Proceedings of board
160 Proceedings of board Subject to the constitution of a company, the provisions set out in Schedule 3 to this Act govern the proceedings of the board of a company.
Section 161 — Remuneration and other benefits
161 Remuneration and other benefits (1) The board of a company may, subject to any restrictions contained in the constitution of the company, authorise— (a) The payment of remuneration or the…
Section 162 — Indemnity and insurance
162 Indemnity and insurance (1) Except as provided in this section, a company must not indemnify, or directly or indirectly effect insurance for, a director or employee of the company or a related…
Section 163 — Interpretation
163 Interpretation In this Part of this Act, unless the context otherwise requires, the terms entitled person , former shareholder , and shareholder include a reference to a personal representative…
Section 164 — Injunctions
164 Injunctions (1) The Court may, on an application under this section, make an order restraining a company that, or a director of a company who, proposes to engage in conduct that would contravene…
Section 165 — Derivative actions
165 Derivative actions (1) Subject to subsection (3) of this section, the Court may, on the application of a shareholder or director of a company, grant leave to that shareholder or director to— (a)…
Section 166 — Costs of derivative action to be met by company
166 Costs of derivative action to be met by company The Court shall, on the application of the shareholder or director to whom leave was granted under section 165 of this Act to bring or intervene in…
Section 167 — Powers of Court where leave granted
167 Powers of Court where leave granted The Court may, at any time, make any order it thinks fit in relation to proceedings brought by a shareholder or a director or in which a shareholder or…
Section 168 — Compromise, settlement, or withdrawal of derivative action
168 Compromise, settlement, or withdrawal of derivative action No proceedings brought by a shareholder or a director or in which a shareholder or a director intervenes, as the case may be, with leave…
Section 169 — Personal actions by shareholders against directors
169 Personal actions by shareholders against directors (1) A shareholder or former shareholder may bring an action against a director for breach of a duty owed to him or her as a shareholder. (2) An…
Section 170 — Actions by shareholders to require directors to act
170 Actions by shareholders to require directors to act Notwithstanding section 169 of this Act, the Court may, on the application of a shareholder of a company, if it is satisfied it is just and…
Section 171 — Personal actions by shareholders against company
171 Personal actions by shareholders against company A shareholder of a company may bring an action against the company for breach of a duty owed by the company to him or her as a shareholder.
Section 172 — Actions by shareholders to require company to act
172 Actions by shareholders to require company to act Notwithstanding section 171 of this Act, the Court may, on the application of a shareholder of a company, if it is satisfied that it is just and…
Section 173 — Representative actions
173 Representative actions Where a shareholder of a company brings proceedings against the company or a director, and other shareholders have the same or substantially the same interest in relation…
Section 174 — Prejudiced shareholders
174 Prejudiced shareholders (1) A shareholder or former shareholder of a company, or any other entitled person, who considers that the affairs of a company have been, or are being, or are likely to…
Section 175 — Certain conduct deemed prejudicial
175 Certain conduct deemed prejudicial (1) Failure to comply with any of the following sections of this Act is conduct which is unfairly prejudicial for the purposes of section 174 of this Act: (a)…
Section 176 — Alteration to constitution
176 Alteration to constitution (1) Notwithstanding anything in this Act, but subject to the order, where the Court makes an order under section 174 of this Act altering or adding to the constitution…
Section 177 — Ratification of certain actions of directors
177 Ratification of certain actions of directors (1) The purported exercise by a director or the board of a company of a power vested in the shareholders or any other person may be ratified or…
Section 178 — Information for shareholders
178 Information for shareholders (1) A shareholder may at any time make a written request to a company for information held by the company. (2) The request must specify the information sought in…
Section 179 — Investigation of records
179 Investigation of records (1) The Court may, on the application of a shareholder or creditor of a company, make an order authorising a person named in the order at a time specified in the order,…
Section 180 — Method of contracting
180 Method of contracting (1) A contract or other enforceable obligation may be entered into by a company as follows: (a) An obligation which, if entered into by a natural person, would, by law, be…
Section 181 — Attorneys
181 Attorneys (1) Subject to its constitution, a company may, by an instrument in writing executed in accordance with section 180(1)(a) of this Act, appoint a person as its attorney either generally…
Section 182 — Pre-incorporation contracts may be ratified
182 Pre-incorporation contracts may be ratified (1) In this section and in sections 183 to 185 of this Act, the term pre-incorporation contract means— (a) A contract purporting to be made by a…
Section 183 — Warranties implied in pre-incorporation contracts
183 Warranties implied in pre-incorporation contracts (1) Notwithstanding any enactment or rule of law, in a pre-incorporation contract, unless a contrary intention is expressed in the contract,…
Section 184 — Failure to ratify
184 Failure to ratify (1) A party to a pre-incorporation contract that has not been ratified by the company after its incorporation may apply to the Court for an order— (a) Directing the company to…
Section 185 — Breach of pre-incorporation contract
185 Breach of pre-incorporation contract In proceedings against a company for breach of a pre-incorporation contract which has been ratified by the company, the Court may, on the application of the…
Section 185A — Jurisdiction of District Courts
185A Jurisdiction of District Courts (1) A District Court shall have jurisdiction to exercise any power conferred by sections 182 to 185 of this Act in any case where— (a) The occasion for the…
Section 186 — Registered office
186 Registered office (1) A company must always have a registered office in New Zealand. (2) Subject to section 187 of this Act, the registered office of a company at a particular time is the place…
Section 187 — Change of registered office
187 Change of registered office (1) Subject to the company's constitution and to subsection (3) of this section, the board of a company may change the registered office of the company at any time.…
Section 188 — Requirement to change registered office
188 Requirement to change registered office (1) Subject to this section, a company must change its registered office if it is required to do so by the Registrar. (2) The Registrar may require a…
Section 189 — Company records
189 Company records (1) Subject to subsection (3) of this section and to section 88 and section 195 of this Act, a company must keep the following documents at its registered office: (a) The…