Companies Act 1993
Sections and provisions with full text and the judgments that cite each one.
Section 190 — Form of records
190 Form of records (1) The records of a company must be kept— (a) In written form; or (b) In a form or in a manner that allows the documents and information that comprise the records to be easily…
Section 191 — Inspection of records by directors
191 Inspection of records by directors (1) Subject to subsection (2) of this section, every director of a company is entitled, on giving reasonable notice, to inspect the records of the company— (a)…
Section 192 — Address for service
192 Address for service (1) A company must have an address for service in New Zealand. (2) The address for service may be the company's registered office or another place, but it must not be at a…
Section 193 — Change of address for service
193 Change of address for service (1) Subject to the company's constitution and to subsection (3) of this section, the board of a company may change the address for service of the company at any…
Section 193A — Rectification or correction of address for service
193A Rectification or correction of address for service (1) This section applies if the address for service of a company is rectified or corrected under section 360A or section 360B . (2) The…
Section 194 — Accounting records to be kept
194 Accounting records to be kept (1) The board of a company must cause accounting records to be kept that— (a) Correctly record and explain the transactions of the company; and (b) Will at any time…
Section 195 — Place accounting records to be kept
195 Place accounting records to be kept (1) A company need not keep its accounting records in New Zealand. (2) If the records are not kept in New Zealand,— (a) The company must ensure that accounts…
Section 196 — Appointment of auditors
196 Appointment of auditors (1) Subject to this section, a company must, at each annual meeting, appoint an auditor to— (a) Hold office from the conclusion of the meeting until the conclusion of the…
Section 196A — Auditor is not required to audit financial statements of non-active company
196A Auditor is not required to audit financial statements of non-active company If, by virtue of section 10A of the Financial Reporting Act 1993 , the directors of a company are not required to…
Section 197 — Auditors' fees and expenses
197 Auditors' fees and expenses The fees and expenses of an auditor of a company shall be fixed,— (a) If the auditor is appointed at a meeting of the company, by the company at the meeting or in such…
Section 198 — Appointment of partnership
198 Appointment of partnership (1) A partnership may be appointed by the firm name to be the auditor of a company if all or some of the partners are persons who are qualified to be appointed as…
Section 199 — Qualifications of auditors
199 Qualifications of auditors (1) A person must not be appointed or act as an auditor of a company unless— (a) The person is a chartered accountant (within the meaning of section 19 of the Institute…
Section 200 — Automatic reappointment
200 Automatic reappointment (1) An auditor of a company, other than an auditor appointed under section 201(1) of this Act, is automatically reappointed at an annual meeting of the company unless— (a)…
Section 201 — Appointment of first auditor
201 Appointment of first auditor (1) The first auditor of a company may be appointed by the directors of the company before the first annual meeting, and, if so appointed, holds office until the…
Section 202 — Replacement of auditor
202 Replacement of auditor (1) A company must not appoint a new auditor in the place of an auditor who is qualified for reappointment, unless— (a) At least 20 working days' written notice of a…
Section 203 — Auditor not seeking reappointment or resigning
203 Auditor not seeking reappointment or resigning (1) If an auditor gives the board of a company written notice that he or she does not wish to be reappointed or of his or her resignation, the board…
Section 204 — Auditor to avoid conflict of interest
204 Auditor to avoid conflict of interest An auditor of a company must ensure, in carrying out the duties of an auditor under this Part of this Act, that his or her judgment is not impaired by reason…
Section 205 — Auditor's report
205 Auditor's report (1) The auditor of a company must make a report to the shareholders on the financial statements audited by him or her. (2) The auditor's report must state the matters required to…
Section 206 — Access to information
206 Access to information (1) The board of a company must ensure that an auditor of a company has access at all times to the accounting records and other documents of the company. (2) An auditor of a…
Section 207 — Auditor's attendance at shareholders' meeting
207 Auditor's attendance at shareholders' meeting (1) The board of a company must ensure that an auditor of the company— (a) Is permitted to attend a meeting of shareholders of the company; and (b)…
Section 208 — Obligation to prepare annual report
208 Obligation to prepare annual report (1) Subject to subsection (2) of this section, the board of every company must, within 5 months after the balance date of the company, prepare an annual report…
Section 209 — Obligation to make annual report available to shareholders
209 Obligation to make annual report available to shareholders (1) The board of a company must send to every shareholder of the company, not less than 20 working days before the date fixed for…
Section 209A — Board must send copy of annual report or concise annual report on request
209A Board must send copy of annual report or concise annual report on request (1) If the board of a company has sent a notice to a shareholder under section 209(1)(b) and the shareholder, within 15…
Section 209B — Annual report and concise annual report made available by electronic means
209B Annual report and concise annual report made available by electronic means (1) If the board of a company has sent a notice to a shareholder under section 209(1)(b) , the board must ensure that—…
Section 210 — Information for shareholders who elect not to receive annual report
210 Information for shareholders who elect not to receive annual report [Repealed] Section 210 was substituted, as from 15 April 2004, by section 13 Companies Amendment Act (No 2) 2004 (2004 No 24).…
Section 211 — Contents of annual report
211 Contents of annual report (1) Every annual report for a company must be in writing and be dated and, subject to subsection (3) of this section, must— (a) Describe, so far as the board believes is…
Section 211A — Obligations to prepare and make available annual reports or financial statements do not apply to nonactive companies
211A Obligations to prepare and make available annual reports or financial statements do not apply to nonactive companies If, under section 10A of the Financial Reporting Act 1993 , the directors of…
Section 212 — Shareholders may elect not to receive documents
212 Shareholders may elect not to receive documents (1) A shareholder of a company may from time to time, by written notice to the company, waive the right to receive all or any documents from the…
Section 213 — Failure to disclose
213 Failure to disclose Subject to the constitution of a company, the failure to send an annual report, notice, or other document to a shareholder in accordance with this Act does not affect the…
Section 214 — Annual return
214 Annual return (1) The board of a company must ensure that there is delivered to the Registrar each year, for registration, during the month allocated to the company for the purpose, an annual…
Section 214A — Registrar may alter New Zealand register
214A Registrar may alter New Zealand register If the annual return contains— (a) An address of the registered office of the company; or (b) An address for service of the company; or (c) A postal…
Section 215 — Public inspection of company records
215 Public inspection of company records (1) A company must keep the following records available for inspection in the manner prescribed in section 217 of this Act by a person who serves written…
Section 216 — Inspection of company records by shareholders
216 Inspection of company records by shareholders (1) In addition to the records available for public inspection, a company must keep the following records available for inspection in the manner…
Section 217 — Manner of inspection
217 Manner of inspection (1) Documents which may be inspected under section 215 or section 216 of this Act must be available for inspection at the place at which the company's records are kept…
Section 218 — Copies of documents
218 Copies of documents (1) A person may require a copy of, or extract from, a document which is available for inspection by him or her under section 215 or section 216 of this Act to be sent to him…
Section 219 — Amalgamations
219 Amalgamations Two or more companies may amalgamate, and continue as one company, which may be one of the amalgamating companies, or may be a new company.
Section 220 — Amalgamation proposal
220 Amalgamation proposal (1) An amalgamation proposal must set out the terms of the amalgamation, and in particular— (a) The name of the amalgamated company, if it is the same as the name of one of…
Section 221 — Approval of amalgamation proposal
221 Approval of amalgamation proposal (1) The board of each amalgamating company must resolve that— (a) In its opinion the amalgamation is in the best interest of the company; and (b) It is satisfied…
Section 222 — Short form amalgamation
222 Short form amalgamation (1) A company and one or more other companies that is or that are directly or indirectly wholly owned by it may amalgamate and continue as one company (being the company…
Section 223 — Registration of amalgamation proposal
223 Registration of amalgamation proposal For the purpose of effecting an amalgamation the following documents must be delivered to the Registrar for registration: (a) The approved amalgamation…
Section 224 — Certificate of amalgamation
224 Certificate of amalgamation (1) Forthwith after receipt of the documents required under section 223 of this Act, the Registrar must,— (a) If the amalgamated company is the same as one of the…
Section 225 — Effect of certificate of amalgamation
225 Effect of certificate of amalgamation On the date shown in a certificate of amalgamation,— (a) The amalgamation is effective; and (b) If it is the same as a name of one of the amalgamating…
Section 225A — Registers
225A Registers (1) Where an amalgamation becomes effective, no Registrar of Deeds or District Land Registrar or other person charged with the keeping of any books or registers shall be obliged,…
Section 226 — Powers of Court in other cases
226 Powers of Court in other cases (1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a shareholder or creditor of an amalgamating company or a…
Section 227 — Interpretation
227 Interpretation In this Part of this Act, unless the context otherwise requires,— company includes an overseas company registered under Part 18 Compromise means a compromise between a company and…
Section 228 — Compromise proposal
228 Compromise proposal (1) Any of the following persons may propose a compromise under this Part of this Act if that person has reason to believe that a company is or will be unable to pay its debts…
Section 229 — Notice of proposed compromise
229 Notice of proposed compromise (1) The proponent must compile, in relation to each class of creditors of the company, a list of creditors known to the proponent who would be affected by the…
Section 230 — Effect of compromise
230 Effect of compromise (1) A compromise, including any amendment proposed at the meeting, is approved by creditors, or a class of creditors, if, at a meeting of creditors or that class of creditors…
Section 231 — Variation of compromise
231 Variation of compromise (1) A compromise approved under section 230 of this Act may be varied either— (a) In accordance with any procedure for variation incorporated in the compromise as…
Section 232 — Powers of Court
232 Powers of Court (1) On the application of the proponent or the company, the Court may— (a) Give directions in relation to a procedural requirement imposed by this Part of this Act, or waive or…