New Zealand Companies Act 1993 - Preliminary

New Zealand New Zealand Companies Act 1993 New Zealand Companies Act 1993

An Act to reform the law relating to companies, and, in particular,—

  • (a) to reaffirm the value of the company as a means of achieving economic and social benefits through the aggregation of capital for productive purposes, the spreading of economic risk, and the taking of business risks; and

  • (b) to provide basic and adaptable requirements for the incorporation, organisation, and operation of companies; and

  • (c) to define the relationships between companies and their directors, shareholders, and creditors; and

  • (d) to encourage efficient and responsible management of companies by allowing directors a wide discretion in matters of business judgment while at the same time providing protection for shareholders and creditors against the abuse of management power; and

  • (e) to provide straightforward and fair procedures for realising and distributing the assets of insolvent companies

1 Short Title and commencement

  • (1) This Act may be cited as the Companies Act 1993.

    (2) This Act shall come into force on 1 July 1994.

Part 1 Preliminary

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 date of the registration of the company or a change of the balance date of the company, the period ending on that date is longer or shorter than a year, that longer or shorter period is an accounting period

    address for services in relation to a company, means the company's address for service adopted in accordance with section 192

    annual meeting means a meeting required to be held by section 120

    annual report—

    • (a) means a report prepared under section 208; and

    • (b) does not include a concise annual report

    balance date has the meaning set out in section 7 of the Financial Reporting Act 1993

    board of directors have the meanings set out in section 127

    charge includes a right or interest in relation to property owned by a company, by virtue of which a creditor of the company is entitled to claim payment in priority to creditors entitled to be paid under section 313; but does not include a charge under a charging order issued by a court in favour of a judgment creditor

    class has the meaning set out in section 116

    company means—

    • (a) a company registered under Part 2:

    • (b) a company reregistered under this Act in accordance with the Companies Reregistration Act 1993

    concise annual report, in relation to a company and an accounting period, means a report on the affairs of the company during that period that is prepared in accordance with the requirements prescribed in regulations made under this Act

    constitution means a document referred to in section 29

    court means the High Court of New Zealand

    designated settlement system has the meaning set out in section 156M of the Reserve Bank of New Zealand Act 1989

    director has the meaning set out in section 126

    distribution, in relation to a distribution by a company to a shareholder, means—

    • (a) the direct or indirect transfer of money or property, other than the company's own shares, to or for the benefit of the shareholder; or

    • (b) the incurring of a debt to or for the benefit of the shareholder—

    in relation to shares held by that shareholder, and whether by means of a purchase of property, the redemption or other acquisition of shares, a distribution of indebtedness, or by some other means

    dividend has the meaning set out in section 53

    document means a document in any form; and includes—

    • (a) any writing on any material; and

    • (b) information recorded or stored by means of a tape recorder, computer, or other device; and material subsequently derived from information so recorded or stored; and

    • (c) a book, graph, or drawing; and

    • (d) a photograph, film, negative, tape, or other device in which 1 or more visual images are embodied so as to be capable (with or without the aid of equipment) of being reproduced

    entitled person, in relation to a company, means—

    • (a) a shareholder; and

    • (b) a person upon whom the constitution confers any of the rights and powers of a shareholder

    exempt company has the meaning set out insection 6A of the Financial Reporting Act 1993

    existing company means a body corporate registered or deemed to be registered under Part 2 or Part 10 of the Companies Act 1955, or under the Companies Act 1933, the Companies Act 1908, the Companies Act 1903, the Companies Act 1882, or the Joint Stock Companies Act 1860

    financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011

    financial statements has the meaning set out in section 8 of the Financial Reporting Act 1993

    FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011

    group financial statements has the meaning set out in section 9 of the Financial Reporting Act 1993

    group of companies has the meaning set out in section 2 of the Financial Reporting Act 1993

    holding company has the meaning set out in section 5

    interest group has the meaning set out in section 116

    interested, in relation to a director, has the meaning set out in section 139

    interests register means the register kept under section 189(1)(c)

    licensed insurer has the same meaning as in section 6(1) of the Insurance (Prudential Supervision) Act 2010

    major transaction has the meaning set out in section 129(2)

    New Zealand register means the register of companies incorporated in New Zealand kept pursuant to section 360(1)(a)

    ordinary resolution has the meaning set out in section 105(2)

    overseas company means a body corporate that is incorporated outside New Zealand

    overseas register means the register of bodies corporate that are incorporated outside New Zealand kept pursuant to section 360(1)(b)

    personal representative, in relation to an individual, means the executor, administrator or trustee of the estate of that individual

    pre-emptive rights means the rights conferred on shareholders under section 45

    prescribed form means a form prescribed by regulations made under this Act that contains, or has attached to it, such information or documents as those regulations may require

    property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal, and includes rights, interests, and claims of every kind in relation to property however they arise

    receiver has the same meaning as in section 2(1) of the Receiverships Act 1993

    records means the documents required to be kept by a company under section 189(1)

    redeemable has the meaning set out in section 68

    registered office has the meaning set out in section 186

    Registrar means the Registrar of Companies appointed in accordance with section 357(1)

    related company has the meaning set out in subsection (3)

    relative, in relation to any person, means—

    • (a) any parent, child, brother, or sister of that person; or

    • (b) any spouse, civil union partner, or de facto partner of that person; or

    • (ba) any parent, child, brother, or sister of a spouse, civil union partner, or de facto partner of that person; or

    • (c) a nominee or trustee for any of those persons

    relevant interest has the meaning set out in section 146

    secured creditor, in relation to a company, means a person entitled to a charge on or over property owned by that company

    securities has the same meaning as in the Securities Act 1978

    share has the meaning set out in section 35

    share register means the share register required to be kept under section 87

    shareholder has the meaning set out in section 96

    solvency test has the meaning set out in section 4

    special meeting means a meeting called in accordance with section 121

    special resolution means a resolution approved by a majority of 75% or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question

    spouse, in relation to a person (A), includes a person with whom A has a de facto relationship (whether that person is of the same or a different sex) and a civil union partner

    subsidiary has the meaning set out in section 5

    surplus assets means the assets of a company remaining after the payment of creditors' claims and available for distribution in accordance with section 313 prior to its removal from the New Zealand register

    working day means a day of the week other than—

    • (a) Saturday, Sunday, Good Friday, Easter Monday, Anzac Day, the Sovereign's birthday, Labour Day, and Waitangi Day; and

    • (ab) if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and

    • (b) a day in the period commencing with 25 December in any year and ending with 2 January in the following year; and

    • (c) if 1 January in any year falls on a Friday, the following Monday; and

    • (d) if 1 January in any year falls on a Saturday or a Sunday, the following Monday and Tuesday.

    (2) Where,—

    • (a) in relation to a company or an overseas company, any document is required to be delivered or any thing is required to be done to a District Registrar or an Assistant Registrar in whose office the records relating to the company or overseas company are kept within a period specified by this Act; and

    • (b) the last day of that period falls on the day of the anniversary of the province in which that office is situated,—

    the document may be delivered or that thing may be done to that District Registrar or Assistant Registrar on the next working day.

    (3) In this Act, a company is related to another company if—

    • (a) the other company is its holding company or subsidiary; or

    • (b) more than half of the issued shares of the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, is held by the other company and companies related to that other company (whether directly or indirectly, but other than in a fiduciary capacity); or

    • (c) more than half of the issued shares, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital, of each of them is held by members of the other (whether directly or indirectly, but other than in a fiduciary capacity); or

    • (d) the businesses of the companies have been so carried on that the separate business of each company, or a substantial part of it, is not readily identifiable; or

    • (e) there is another company to which both companies are related;—

    and related company has a corresponding meaning.

    (4) [Repealed]

    (5) A reference in this Act to an address means,—

    • (a) in relation to an individual, the full address of the place where that person usually lives:

    • (b) in relation to a body corporate, its registered office or, if it does not have a registered office, its principal place of business.

    Section 2(1) annual report: inserted, on 18 June 2007, by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 2(1) concise annual report: inserted, on 18 June 2007, by section 4(3) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 2(1) designated settlement system: inserted, on 24 November 2009, by section 16 of the Reserve Bank of New Zealand Amendment Act 2009 (2009 No 53).

    Section 2(1) exempt company: replaced, on 22 November 2006, by section 4(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 2(1) financial markets participant: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

    Section 2(1) FMA: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

    Section 2(1) licensed insurer: inserted, on 1 February 2011, by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).

    Section 2(1) receiver: inserted, on 1 November 2007, by section 4(1) of the Companies Amendment Act 2006 (2006 No 56).

    Section 2(1) relative paragraph (a): replaced, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

    Section 2(1) relative paragraph (b): replaced, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

    Section 2(1) relative paragraph (ba): inserted, on 26 April 2005, bysection 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

    Section 2(1) spouse: replaced, on 1 November 2007, bysection 4(2) of the Companies Amendment Act 2006 (2006 No 56).

    Section 2(1) working day paragraph (ab): inserted, on 1 January 2014, by section 8 of the Holidays (Full Recognition of Waitangi Day and ANZAC Day) Amendment Act 2013 (2013 No 19).

    Section 2(3)(b): amended, on 15 April 2004, by section 3 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

    Section 2(4): repealed, on 5 December 2013, by section 4 of the Companies Amendment Act 2013 (2013 No 111).

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 of the Gazette; and

    • (b) in at least 1 issue of a newspaper circulating in the area in which is situated—

      • (i) the company's place of business; or

      • (ii) if the company has more than 1 place of business, the company's principal place of business; or

      • (iii) if the company has no place of business or neither its place of business nor its principal place of business is known, the company's registered office.

    (2) Where, pursuant to this Act, public notice must be given of any matter affecting an overseas company, that notice must be given by publishing notice of the matter—

    • (a) in at least 1 issue of the Gazette; and

    • (b) in at least 1 issue of a newspaper circulating in the area in which is situated—

      • (i) the place of business in New Zealand of the overseas company; or

      • (ii) if the overseas company has more than 1 place of business in New Zealand, the principal place of business in New Zealand of the overseas company.

    (3) However, subsections (1) and (2) do not apply to the public notice required to be given by the Registrar under sections 319(1)(c), 320(1), 328(3)(a), and 360A(2)(b).

    (4) The public notice required to be given by the Registrar under the provisions referred to in subsection (3) must be given by publishing the notice in at least 1 issue of the Gazette.

    (5) The Registrar must ensure that a copy of the notice referred to in subsection (4) is available on an Internet site maintained by or on behalf of the Registrar, at all reasonable times, for a period of not less than 20 working days.

    Section 3(3): inserted, on 7 July 2010, by section 4 of the Companies Amendment Act (No 2) 2010 (2010 No 53).

    Section 3(4): inserted, on 7 July 2010, by section 4 of the Companies Amendment Act (No 2) 2010 (2010 No 53).

    Section 3(5): inserted, on 7 July 2010, by section 4 of the Companies Amendment Act (No 2) 2010 (2010 No 53).

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; and

    • (b) the value of the company's assets is greater than the value of its liabilities, including contingent liabilities.

    (2) Without limiting sections 52 and 55(3), in determining for the purposes of this Act (other than sections 221 and 222 which relate to amalgamations) whether the value of a company's assets is greater than the value of its liabilities, including contingent liabilities, the directors—

    • (a) must have regard to—

      • (i) the most recent financial statements of the company that comply with section 10 of the Financial Reporting Act 1993; and

      • (ii) all other circumstances that the directors know or ought to know affect, or may affect, the value of the company's assets and the value of the company's liabilities, including its contingent liabilities:

    • (b) may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.

    (3) Without limiting sections 221 and 222, in determining for the purposes of those sections whether the value of the amalgamated company's assets will be greater than the value of its liabilities, including contingent liabilities, the directors of each amalgamating company—

    • (a) must have regard to—

      • (i) financial statements that comply with section 10 of the Financial Reporting Act 1993 and that are prepared as if the amalgamation had become effective; and

      • (ii) all other circumstances that the directors know or ought to know would affect, or may affect, the value of the amalgamated company's assets and the value of its liabilities, including contingent liabilities:

    • (b) may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances.

    (4) In determining, for the purposes of this section, the value of a contingent liability, account may be taken of—

    • (a) the likelihood of the contingency occurring; and

    • (b) any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.

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 the board of the company; or

      • (ii) is in a position to exercise, or control the exercise of, more than one-half the maximum number of votes that can be exercised at a meeting of the company; or

      • (iii) holds more than one-half of the issued shares of the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; or

      • (iv) is entitled to receive more than one-half of every dividend paid on shares issued by the company, other than shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital; or

    • (b) the company is a subsidiary of a company that is that other company's subsidiary.

    (2) For the purposes of this Act, a company is another company's holding company, if, but only if, that other company is its subsidiary.

    (3) In this section and sections 7 and 8, the expression company includes a body corporate.

    Compare: Corporations Act 1989 s 46 (Aust)

6 Extended meaning of subsidiary

  • [Repealed]

    Section 6: repealed, on 5 December 2013, by section 5 of the Companies Amendment Act 2013 (2013 No 111).

7 Control defined

  • For the purposes of section 5, without limiting the circumstances in which the composition of a company's board is to be taken to be controlled by another company, the composition of the board is to be taken to be so controlled if the other company, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all the directors of the company, or such number of directors as together hold a majority of the voting rights at meetings of the board of the company, and for this purpose, the other company is to be taken as having power to make such an appointment if—

    • (a) a person cannot be appointed as a director of the company without the exercise by the other company of such a power in the person's favour; or

    • (b) a person's appointment as a director of the company follows necessarily from the person being a director or other officer of the other company.

    Compare: Corporations Act 1989 s 47 (Aust)

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 to be treated as held or exercisable by it:

    • (b) subject to paragraphs (c) and (d), shares held or a power exercisable—

      • (i) by a person as a nominee for that other company, except where that other company is concerned only in a fiduciary capacity; or

      • (ii) by, or by a nominee for, a subsidiary of that other company, not being a subsidiary which is concerned only in a fiduciary capacity,—

      are to be treated as held or exercisable by that other company:

    • (c) shares held or a power exercisable by a person under the provisions of debentures of the company or of a trust deed for securing an issue of debentures shall be disregarded:

    • (d) shares held or a power exercisable by, or by a nominee for, that other company or its subsidiary (not being held or exercisable in the manner described in paragraph (c)) are not to be treated as held or exercisable by that other company if—

      • (i) the ordinary business of that other company or its subsidiary, as the case may be, includes the lending of money; and

      • (ii) the shares are held or the power is exercisable by way of security only for the purposes of a transaction entered into in the ordinary course of that business.

    Compare: Corporations Act 1989 s 48 (Aust)

9 Act binds the Crown

  • This Act binds the Crown.

Part 2 Incorporation

Essential requirements

10 Essential requirements

  • A company must have—

    • (a) a name; and

    • (b) 1 or more shares; and

    • (c) 1 or more shareholders, having limited or unlimited liability for the obligations of the company; and

    • (d) 1 or more directors.

Method of incorporation

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.

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 each applicant; and

    • (c) accompanied by a document in the prescribed form signed by every person named as a director, containing his or her consent to be a director and a certificate that he or she is not disqualified from being appointed or holding office as a director of a company; and

    • (d) accompanied by—

      • (i) a document in the prescribed form signed by every person named as a shareholder, or by an agent of that person authorised in writing, containing his or her consent to being a shareholder and to taking the class and number of shares specified in the document; and

      • (ii) if the document has been signed by an agent, the instrument authorising the agent to sign it; and

    • (e) accompanied by a notice reserving a name for the proposed company; and

    • (f) if the proposed company is to have a constitution, accompanied by a document certified by at least 1 applicant as the company's constitution.

    (2) Without limiting subsection (1), the application must state—

    • (a) the full name and address of each applicant; and

    • (b) the full name and residential address of every director of the proposed company; and

    • (c) the full name and residential address of every shareholder of the proposed company, and the number of shares to be issued to every shareholder; and

    • (d) the registered office of the proposed company; and

    • (e) the address for service of the proposed company.

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 incorporation.

14 Certificate of incorporation

  • A certificate of incorporation of a company issued under section 13 is conclusive evidence that—

    • (a) all the requirements of this Act as to registration have been complied with; and

    • (b) on and from the date of incorporation stated in the certificate, the company is incorporated under this Act.

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.

Part 3 Capacity, powers, and validity of actions

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 or activity, do any act, or enter into any transaction; and

    • (b) for the purposes of paragraph (a), full rights, powers, and privileges.

    (2) The constitution of a company may contain a provision relating to the capacity, rights, powers, or privileges of the company only if the provision restricts the capacity of the company or those rights, powers, and privileges.

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 to transfer or take a transfer of the property.

    (2) Subsection (1) does not limit—

    • (a) section 164 (which relates to injunctions to restrain conduct by a company that would contravene its constitution); or

    • (b) section 165 (which relates to derivative actions by directors and shareholders); or

    • (c) section 169 (which relates to actions by shareholders of a company against the directors); or

    • (d) section 170 (which relates to actions by shareholders to require the directors of a company to take action under the constitution or this Act).

    (3) The fact that an act is not, or would not be, in the best interests of a company does not affect the capacity of the company to do the act.

    Compare: 1955 No 63 s 18A; 1983 No 53 s 8

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 property, rights, or interests from the company that—

    • (a) this Act or the constitution of the company has not been complied with:

    • (b) a person named as a director of the company in the most recent notice received by the Registrar under section 159—

      • (i) is not a director of a company; or

      • (ii) has not been duly appointed; or

      • (iii) does not have authority to exercise a power which a director of a company carrying on business of the kind carried on by the company customarily has authority to exercise:

    • (c) a person held out by the company as a director, employee, or agent of the company—

      • (i) has not been duly appointed; or

      • (ii) does not have authority to exercise a power which a director, employee, or agent of a company carrying on business of the kind carried on by the company customarily has authority to exercise:

    • (d) a person held out by the company as a director, employee, or agent of the company with authority to exercise a power which a director, employee, or agent of a company carrying on business of the kind carried on by the company does not customarily have authority to exercise, does not have authority to exercise that power:

    • (e) a document issued on behalf of a company by a director, employee, or agent of the company with actual or usual authority to issue the document is not valid or not genuine—

    unless the person has, or ought to have, by virtue of his or her position with or relationship to the company, knowledge of the matters referred to in any of paragraphs (a), (b), (c), (d), or (e), as the case may be.

    (2) Subsection (1) applies even though a person of the kind referred to in paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the company, unless the person dealing with the company or with a person who has acquired property, rights, or interests from the company has actual knowledge of the fraud or forgery.

    Compare: 1955 No 63 ss 18C, 18D; 1985 No 80 s 2

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) the constitution or document is registered on the New Zealand register; or

    • (b) it is available for inspection at an office of the company.

    Compare: 1955 No 63 s 18B; 1985 No 80 s 2

Part 4 Company names

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.

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 the company is limited.

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 must not reserve a name—

    • (a) the use of which would contravene an enactment; or

    • (b) that is identical or almost identical to the name of another company; or

    • (c) that is identical or almost identical to a name that the Registrar has already reserved under this Act and that is still available for registration; or

    • (d) that, in the opinion of the Registrar, is offensive.

    (3) The Registrar must advise the applicant by notice in writing—

    • (a) whether or not the Registrar has reserved the name; and

    • (b) if the name has been reserved, that, unless the reservation is sooner revoked by the Registrar, the name is available for registration of a company with that name or on a change of name for 20 working days after the date stated in the notice.

    Section 22(2)(b): amended, on 5 December 2013, by section 6(1) of the Companies Amendment Act 2013 (2013 No 111).

    Section 22(2)(c): amended, on 5 December 2013, by section 6(2) of the Companies Amendment Act 2013 (2013 No 111).

    Section 23(3)(b): amended, on 1 July 1994, by section 2 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

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 the company, be made by a director of the company with the approval of its board.

    (2) Subject to its constitution, an application to change the name of a company is not an amendment of the constitution of the company for the purposes of this Act.

    (3) As soon as the Registrar receives a properly completed application, the Registrar must—

    • (a) enter the new name of the company on the New Zealand register; and

    • (b) issue a certificate of incorporation for the company recording the change of name of the company.

    (4) A change of name of a company—

    • (a) takes effect from the date of the certificate issued under subsection (3); and

    • (b) does not affect rights or obligations of the company, or legal proceedings by or against the company, and legal proceedings that might have been continued or commenced against the company under its former name may be continued or commenced against it under its new 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 on the company to change its name by a date specified in the notice, being a date not less than 20 working days after the date on which the notice is served.

    (2) If the company does not change its name within the period specified in the notice, the Registrar may enter on the New Zealand register a new name for the company selected by the Registrar, being a name under which the company may be registered under this Part.

    (3) If the Registrar registers a new name under subsection (2), the Registrar must issue a certificate of incorporation for the company recording the new name of the company, and section 23(4) applies in relation to the registration of the new name as if the name of the company had been changed under that section.

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, or on behalf of, the company that evidences or creates a legal obligation of the company.

    (2) Where—

    • (a) a document that evidences or creates a legal obligation of a company is issued or signed by or on behalf of the company; and

    • (b) the name of the company is incorrectly stated in the document,—

    every person who issued or signed the document is liable to the same extent as the company if the company fails to discharge the obligation unless—

    • (c) the person who issued or signed the document proves that the person in whose favour the obligation was incurred was aware at the time the document was issued or signed that the obligation was incurred by the company; or

    • (d) the court is satisfied that it would not be just and equitable for the person who issued or signed the document to be so liable.

    (3) For the purposes of subsections (1) and (2) and of section 180 (which relates to the manner in which a company may enter into contracts and other obligations), a company may use a generally recognised abbreviation of a word or words in its name if it is not misleading to do so.

    (4) If, within the period of 12 months immediately preceding the giving by a company of any public notice, the name of the company was changed, the company must ensure that the notice states—

    • (a) that the name of the company was changed in that period; and

    • (b) the former name or names of the company.

    (5) If a company fails to comply with subsection (1) or subsection (4),—

    • (a) the company commits an offence and is liable on conviction to the penalty set out in section 373(1); and

    • (b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

    New Zealand Companies Act 1993 New Zealand Companies Act 1993
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