New Zealand Companies Act 1993 - Enforcement

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

Part 9 Enforcement

163 Interpretation

  • In this Part, unless the context otherwise requires, the terms entitled person, former shareholder, and shareholder include a reference to a personal representative of an entitled person, former shareholder, or shareholder and a person to whom shares of any of those persons have passed by operation of law.

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 the constitution of the company or this Act or the Financial Reporting Act 1993 from engaging in that conduct.

    (2) An application may be made by—

    • (a) the company; or

    • (b) a director or shareholder of the company; or

    • (c) an entitled person.

    (3) If the court makes an order under subsection (1), it may also grant such consequential relief as it thinks fit.

    (4) An order may not be made under this section in relation to conduct or a course of conduct that has been completed.

    (5) The court may, at any time before the final determination of an application under subsection (1), make, as an interim order, any order that it is empowered to make under that subsection.

Derivative actions

165 Derivative actions

  • (1) Subject to subsection (3), the court may, on the application of a shareholder or director of a company, grant leave to that shareholder or director to—

    • (a) bring proceedings in the name and on behalf of the company or any related company; or

    • (b) intervene in proceedings to which the company or any related company is a party for the purpose of continuing, defending, or discontinuing the proceedings on behalf of the company or related company, as the case may be.

    (2) Without limiting subsection (1), in determining whether to grant leave under that subsection, the court shall have regard to—

    • (a) the likelihood of the proceedings succeeding:

    • (b) the costs of the proceedings in relation to the relief likely to be obtained:

    • (c) any action already taken by the company or related company to obtain relief:

    • (d) the interests of the company or related company in the proceedings being commenced, continued, defended, or discontinued, as the case may be.

    (3) Leave to bring proceedings or intervene in proceedings may be granted under subsection (1), only if the court is satisfied that either—

    • (a) the company or related company does not intend to bring, diligently continue or defend, or discontinue the proceedings, as the case may be; or

    • (b) it is in the interests of the company or related company that the conduct of the proceedings should not be left to the directors or to the determination of the shareholders as a whole.

    (4) Notice of the application must be served on the company or related company.

    (5) The company or related company—

    • (a) may appear and be heard; and

    • (b) must inform the court, whether or not it intends to bring, continue, defend, or discontinue the proceedings, as the case may be.

    (6) Except as provided in this section, a shareholder is not entitled to bring or intervene in any proceedings in the name of, or on behalf of, a company or a related 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 to bring or intervene in the proceedings, order that the whole or part of the reasonable costs of bringing or intervening in the proceedings, including any costs relating to any settlement, compromise, or discontinuance approved under section 168, must be met by the company unless the court considers that it would be unjust or inequitable for the company to bear those costs.

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 director intervenes, as the case may be, with leave of the court under section 165, and without limiting the generality of this section may—

    • (a) make an order authorising the shareholder or any other person to control the conduct of the proceedings:

    • (b) give directions for the conduct of the proceedings:

    • (c) make an order requiring the company or the directors to provide information or assistance in relation to the proceedings:

    • (d) make an order directing that any amount ordered to be paid by a defendant in the proceedings must be paid, in whole or part, to former and present shareholders of the company or related company instead of to the company or the related company.

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 of the court under section 165, may be settled or compromised or discontinued without the approval of the court.

Personal actions by shareholders

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 action may not be brought under subsection (1) to recover any loss in the form of a reduction in the value of shares in the company or a failure of the shares to increase in value by reason only of a loss suffered, or a gain forgone, by the company.

    (3) Without limiting subsection (1), the duties of directors set out in—

    • (a) section 90 (which relates to the duty to supervise the share register); and

    • (b) section 140 (which relates to the duty to disclose interests); and

    • (c) section 148 (which relates to the duty to disclose share dealings)—

    are duties owed to shareholders, while the duties of directors set out in—

    • (d) section 131 (which relates to the duty of directors to act in good faith and in the best interests of the company); and

    • (e) section 133 (which relates to the duty to exercise powers for a proper purpose); and

    • (f) section 135 (which relates to reckless trading); and

    • (g) section 136 (which relates to the duty not to agree to a company incurring certain obligations); and

    • (h) section 137 (which relates to a director's duty of care); and

    • (i) section 145 (which relates to the use of company information)—

    are duties owed to the company and not to shareholders.

170 Actions by shareholders to require directors to act

  • Notwithstanding section 169, the court may, on the application of a shareholder of a company, if it is satisfied it is just and equitable to do so, make an order requiring a director of the company to take any action that is required to be taken by the directors under the constitution of the company or this Act or the Financial Reporting Act 1993 and, on making the order, the court may grant such other consequential relief as it thinks fit.

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.

172 Actions by shareholders to require company to act

  • Notwithstanding section 171, the court may, on the application of a shareholder of a company, if it is satisfied that it is just and equitable to do so, make an order requiring the board of the company to take any action that is required to be taken by the constitution of the company or this Act or the Financial Reporting Act 1993 and, on making the order, the court may grant such other consequential relief as it thinks fit.

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 to the subject matter of the proceedings, the court may appoint that shareholder to represent all or some of the shareholders having the same or substantially the same interest, and may, for that purpose, make such order as it thinks fit including, without limiting the generality of this section, an order—

    • (a) as to the control and conduct of the proceedings:

    • (b) as to the costs of the proceedings:

    • (c) directing the distribution of any amount ordered to be paid by a defendant in the proceedings among the shareholders represented.

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 be, conducted in a manner that is, or any act or acts of the company have been, or are, or are likely to be, oppressive, unfairly discriminatory, or unfairly prejudicial to him or her in that capacity or in any other capacity, may apply to the court for an order under this section.

    (2) If, on an application under this section, the court considers that it is just and equitable to do so, it may make such order as it thinks fit including, without limiting the generality of this subsection, an order—

    • (a) requiring the company or any other person to acquire the shareholder's shares; or

    • (b) requiring the company or any other person to pay compensation to a person; or

    • (c) regulating the future conduct of the company's affairs; or

    • (d) altering or adding to the company's constitution; or

    • (e) appointing a receiver of the company; or

    • (f) directing the rectification of the records of the company; or

    • (g) putting the company into liquidation; or

    • (h) setting aside action taken by the company or the board in breach of this Act or the constitution of the company.

    (3) No order may be made against the company or any other person under subsection (2) unless the company or that person is a party to the proceedings in which the application is made.

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:

    • (a) section 45 (which relates to pre-emptive rights to the issue of shares):

    • (b) section 47 (which relates to the consideration for which shares are issued):

    • (c) section 53 (which relates to dividends):

    • (d) section 60 (which relates to offers by a company to acquire its own shares):

    • (e) section 61 (which relates to special offers to acquire shares):

    • (f) section 63 (which relates to stock exchange acquisitions subject to prior notice to shareholders):

    • (g) section 65 (which relates to stock exchange acquisitions not subject to prior notice to shareholders):

    • (h) section 76 (which relates to the provision of financial assistance by a company to acquire its own shares):

    • (i) section 78 (which relates to special financial assistance):

    • (j) section 80 (which relates to financial assistance not exceeding 5% of shareholders' funds):

    • (k) section 117 (which relates to the alteration of shareholder rights):

    • (l) section 129 (which relates to major transactions).

    (2) The signing by the directors of a company of a certificate required by this Act without reasonable grounds existing for an opinion set out in it is conduct that is unfairly prejudicial for the purposes of section 174.

176 Alteration to constitution

  • (1) Notwithstanding anything in this Act, but subject to the order, where the court makes an order under section 174 altering or adding to the constitution of a company, the constitution must not, to the extent that it has been altered or added to by the court, again be altered or added to without the leave of the court.

    (2) Any alteration or addition to the constitution of a company made by an order under section 174 has the same effect as if it had been made by the shareholders of the company pursuant to section 32 and the provisions of this Act shall apply to the constitution as altered or added to.

    (3) Within 10 working days of the making of an order under section 174 altering or adding to the constitution of a company, the board of the company must ensure that a copy of the order and the constitution as altered or added to is delivered to the Registrar for registration.

    (4) If the board of a company fails to comply with subsection (3), every director of the company commits an offence and is liable, on conviction, to the penalty set out in section 374(2).

Ratification

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 approved by those shareholders or that person in the same manner in which the power may be exercised.

    (2) The purported exercise of a power that is ratified under subsection (1) is deemed to be, and always to have been, a proper and valid exercise of that power.

    (3) The ratification or approval under this section of the purported exercise of a power by a director or the board does not prevent the court from exercising a power which might, apart from the ratification or approval, be exercised in relation to the action of the director or the board.

    (4) Nothing in this section limits or affects any rule of law relating to the ratification or approval by the shareholders or any other person of any act or omission of a director or the board of a company.

Inspection of records

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 sufficient detail to enable it to be identified.

    (3) Within 10 working days of receiving a request under subsection (1), the company must either—

    • (a) provide the information; or

    • (b) agree to provide the information within a specified period; or

    • (c) agree to provide the information within a specified period if the shareholder pays a reasonable charge to the company (which must be specified and explained) to meet the cost of providing the information; or

    • (d) refuse to provide the information specifying the reasons for the refusal.

    (4) Without limiting the reasons for which a company may refuse to provide information under this section, a company may refuse to provide information if—

    • (a) the disclosure of the information would or would be likely to prejudice the commercial position of the company; or

    • (b) the disclosure of the information would or would be likely to prejudice the commercial position of any other person, whether or not that person supplied the information to the company; or

    • (c) the request for the information is frivolous or vexatious.

    (5) If the company requires the shareholder to pay a charge for the information, the shareholder may withdraw the request, and is deemed to have done so unless, within 10 working days of receiving notification of the charge, the shareholder informs the company—

    • (a) that the shareholder will pay the charge; or

    • (b) that the shareholder considers the charge to be unreasonable.

    (6) The court may, on the application of a person who has made a request for information, if it is satisfied that—

    • (a) the period specified for providing the information is unreasonable; or

    • (b) the charge set by the company is unreasonable,—

    as the case may be, make an order requiring the company to supply the information within such time or on payment of such charge as the court thinks fit.

    (7) The court may, on the application of a person who has made a request for information, if it is satisfied that—

    • (a) the company does not have sufficient reason to refuse to supply the information; or

    • (b) the company has sufficient reason to refuse to supply the information but that other reasons exist that outweigh the refusal,—

    the court may make an order requiring the company to supply the information.

    (8) Where the court makes an order under subsection (7), it may specify the use that may be made of the information and the persons to whom it may be disclosed.

    (9) On an application for an order under this section, the court may make such order for the payment of costs as it thinks fit.

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, to inspect and to make copies of, or take extracts from, the records or other documents of the company, or such of the records or documents of the company as are specified in the order, and may make such ancillary order as it thinks fit, including an order that the accounts of the company be audited by that person.

    (2) The court may make an order under subsection (1) only if it is satisfied that—

    • (a) in making the application, the shareholder or creditor is acting in good faith and that the inspection is proposed to be made for a proper purpose; and

    • (b) the person to be appointed is a proper person for the task.

    (3) A person appointed by the court under subsection (1) must diligently carry out the inspection and, having done so, must make a full report to the court.

    (4) On receiving the report of an inspector, the court may make such order in relation to the disclosure and use that may be made of records and information obtained as it thinks fit.

    (5) An order made under subsection (4) may be varied from time to time.

    (6) The reasonable costs of the inspection must be met by the company unless the court orders otherwise.

    (7) A person may only disclose or make use of information or records obtained under this section in accordance with an order made under subsection (4) or subsection (5).

    (8) A person who discloses or makes use of information or records obtained under this section other than in accordance with an order made under subsection (4) or subsection (5) commits an offence, and is liable on conviction to the penalty set out in section 373(2).

Part 10 Administration of companies

Authority to bind company

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 required to be by deed, may be entered into on behalf of the company in writing signed under the name of the company by—

      • (i) 2 or more directors of the company; or

      • (ii) if there is only 1 director, by that director whose signature must be witnessed; or

      • (iii) if the constitution of the company so provides, a director, or other person or class of persons whose signature or signatures must be witnessed; or

      • (iv) 1 or more attorneys appointed by the company in accordance with section 181:

    • (b) an obligation which, if entered into by a natural person, is, by law, required to be in writing, may be entered into on behalf of the company in writing by a person acting under the company's express or implied authority:

    • (c) an obligation which, if entered into by a natural person, is not, by law, required to be in writing, may be entered into on behalf of the company in writing or orally by a person acting under the company's express or implied authority.

    (1A) A company may, in addition to complying with subsection (1), affix its common seal, if it has one, to the contract or document containing the enforceable obligation.

    (2) Subsection (1) applies to a contract or other obligation—

    • (a) whether or not that contract or obligation was entered into in New Zealand; and

    • (b) whether or not the law governing the contract or obligation is the law of New Zealand.

    Section 180(1A): replaced, on 30 June 1997, by section 14 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).

181 Attorneys

  • (1) Subject to its constitution, a company may, by an instrument in writing executed in accordance with section 180(1)(a), appoint a person as its attorney either generally or in relation to a specified matter.

    (2) An act of the attorney in accordance with the instrument binds the company.

    (3) Sections 19 to 21 of the Property Law Act 2007 apply, with all necessary modifications, in relation to a power of attorney executed by a company, to the same extent as if the company was a natural person and as if the commencement of the liquidation or, if there is no liquidation, the removal from the register kept for the purposes of this Act of the company was an event revoking the power of attorney within the meaning of those sections.

    Section 181(3): replaced, on 1 January 2008, by section 364(1) of the Property Law Act 2007 (2007 No 91).

Pre-incorporation contracts

182 Pre-incorporation contracts may be ratified

  • (1) In this section and in sections 183 to 185, the term pre-incorporation contract means—

    • (a) a contract purporting to be made by a company before its incorporation; or

    • (b) a contract made by a person on behalf of a company before and in contemplation of its incorporation.

    (2) Notwithstanding any enactment or rule of law, a pre-incorporation contract may be ratified within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the incorporation of the company in the name of which, or on behalf of which, it has been made.

    (3) A contract that is ratified is as valid and enforceable as if the company had been a party to the contract when it was made.

    (4) A pre-incorporation contract may be ratified by a company in the same manner as a contract may be entered into on behalf of a company under section 180.

    (5) Notwithstanding the Contracts (Privity) Act 1982, if a pre-incorporation contract has not been ratified by a company, or validated by the court under section 184, the company may not enforce it or take the benefit of it.

    Compare: 1955 No 63 s 42A(1)–(3); 1983 No 53 s 15

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, there is an implied warranty by the person who purports to make the contract in the name of, or on behalf of, the company—

    • (a) that the company will be incorporated within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the making of the contract; and

    • (b) that the company will ratify the contract within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the incorporation of the company.

    (2) The amount of damages recoverable in an action for breach of a warranty implied by subsection (1) is the same as the amount of damages that would be recoverable in an action against the company for damages for breach by the company of the unperformed obligations under the contract if the contract had been ratified and cancelled.

    (3) If, after its incorporation, a company enters into a contract in the same terms as, or in substitution for, a pre-incorporation contract (not being a contract ratified by the company under section 182 ), the liability of a person under subsection (1) (including any liability under an order made by the court for the payment of damages) is discharged.

    Compare: 1955 No 63 s 42A(4), (5), (8); 1983 No 53 s 15

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 return property, whether real or personal, acquired under the contract to that party; or

    • (b) for any other relief in favour of that party relating to that property; or

    • (c) validating the contract whether in whole or in part.

    (2) The court may, if it considers it just and equitable to do so, make any order or grant any relief it thinks fit and may do so whether or not an order has been made under section 183(2).

    Compare: 1955 No 63 s 42A(6); 1983 No 53 s 15

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 company, any other party to the proceedings, or of its own motion, make such order for the payment of damages or other relief as the court considers just and equitable, in addition to or in substitution for any order which may be made against the company, against a person by whom the contract was made.

    Compare: 1955 No 63 s 42A(7); 1983 No 53 s 15

185A Jurisdiction of District Courts

  • (1) A District Court shall have jurisdiction to exercise any power conferred by sections 182 to 185 in any case where—

    • (a) the occasion for the exercise of the power arises in the course of civil proceedings properly before the court; or

    • (b) the amount of the claim or the value of the property or relief claimed or in issue is not more than $200,000; or

    • (c) the parties agree, in accordance with section 37 of the District Courts Act 1947, that a District Court shall have jurisdiction to determine the proceedings.

    (2) For the purposes of section 43 of the District Courts Act 1947, an application made to a District Court under any of sections 182 to 185 shall be deemed to be a proceeding.

    Section 185A: inserted, on 1 July 1994, by section 21 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

Registered office

186 Registered office

  • (1) A company must always have a registered office in New Zealand.

    (2) Subject to section 187, the registered office of a company at a particular time is the place that is described as its registered office in the New Zealand register at that time.

    (3) The description of the registered office must—

    • (a) state the address of the registered office; and

    • (b) if the registered office is at the offices of any firm of chartered accountants, barristers and solicitors, or any other person, state—

      • (i) that the registered office of the company is at the offices of that firm or person; and

      • (ii) particulars of the location in any building of those offices; or

    • (c) if the registered office is not at the offices of any such firm or person but is located in a building occupied by persons other than the company, state particulars of its location in the building.

    Compare: 1955 No 63 s 115(1)

187 Change of registered office

  • (1) Subject to the company's constitution and to subsection (3), the board of a company may change the registered office of the company at any time.

    (2) Notice in the prescribed form of the change must be given to the Registrar for registration.

    (3) The change in the registered office takes effect on a date stated in the notice not being a date that is earlier than 5 working days after the notice is registered.

    Compare: 1955 No 63 s 115(3)

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 company to change its registered office by notice in writing delivered or sent to the company at its registered office.

    (3) The notice must—

    • (a) state that the company is required to change its registered office by a date stated in the notice, not being a date that is earlier than 20 working days after the date of the notice:

    • (b) state the reasons for requiring the change:

    • (c) state that the company has the right to appeal to the court under section 370:

    • (d) be dated and signed by the Registrar.

    (4) A copy of the notice must also be sent to each director of the company.

    (5) The company must change its registered office—

    • (a) by the date stated in the notice; or

    • (b) if it appeals to the court and the appeal is dismissed, within 5 working days after the decision of the court.

    (6) If a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

    Compare: 1955 No 63 s 115A; 1975 No 137 s 12

Company records

189 Company records

  • (1) Subject to subsection (3) and to section 88 and section 195, a company must keep the following documents at its registered office:

    • (a) the constitution of the company:

    • (b) minutes of all meetings and resolutions of shareholders within the last 7 years:

    • (c) an interests register:

    • (d) minutes of all meetings and resolutions of directors and directors' committees within the last 7 years:

    • (e) certificates given by directors under this Act within the last 7 years:

    • (f) the full names and addresses of the current directors:

    • (g) copies of all written communications to all shareholders or all holders of the same class of shares during the last 7 years, including annual reports made under section 208:

    • (h) copies of all financial statements and group financial statements required to be completed by this Act or the Financial Reporting Act 1993 for the last 7 completed accounting periods of the company:

    • (i) the accounting records required by section 194 for the current accounting period and for the last 7 completed accounting periods of the company:

    • (j) the share register.

    (2) The references in paragraphs (b), (d), (e), and (g) of subsection (1) to 7 years and the references in paragraphs (h) and (i) of that subsection to 7 completed accounting periods include such lesser periods as the Registrar may approve by notice in writing to the company.

    (3) The records referred to in paragraphs (a) to (i) of subsection (1) may be kept at a place in New Zealand, notice of which is given to the Registrar in accordance with subsection (4).

    (4) If any records are not kept at the registered office of the company, or the place at which they are kept is changed, the company must ensure that within 10 working days of their first being kept elsewhere or moved, as the case may be, notice is given to the Registrar for registration of the places where the records are kept.

    (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(2):

    • (b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Section 189(1)(b): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(1)(d): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(1)(e): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(1)(g): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(1)(h): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(1)(i): amended, on 1 July 1994, by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(2): amended, on 1 July 1994, by section 22(2) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 189(3): amended, on 1 July 1994, by section 22(3) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

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 accessible and convertible into written form.

    (2) The board must ensure that adequate measures exist to—

    • (a) prevent the records being falsified; and

    • (b) detect any falsification of them.

    (3) If the board fails to comply with subsection (2), every director commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Compare: 1955 No 63 s 459(2); 1980 No 7(4)

191 Inspection of records by directors

  • (1) Subject to subsection (2), every director of a company is entitled, on giving reasonable notice, to inspect the records of the company—

    • (a) in written form; and

    • (b) without charge; and

    • (c) at a reasonable time specified by the director.

    (2) The court may, on application by the company, if it is satisfied that—

    • (a) it would not be in the company's interests for a director to inspect the records; or

    • (b) the proposed inspection is for a purpose that is not properly connected with the director's duties,—

    direct that the records need not be made available for inspection or limit the inspection of them in any manner it thinks fit.

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 postal centre or document exchange.

    (3) A company's address for service at any particular time is the address that is described as its address for service in the New Zealand register at that time.

    (4) The description of the address for service must state that it is at the registered office of the company, or if it is at another place, must—

    • (a) state the address of that place; and

    • (b) if the address for service is at the offices of any firm of chartered accountants, barristers and solicitors, or any other person, state—

      • (i) that the address for service of the company is at the offices of that firm or person; and

      • (ii) particulars of the location in any building of those offices; or

    • (c) if the address for service is not at the offices of any such firm or person but is located in a building occupied by persons other than the company, state particulars of its location in the building.

193 Change of address for service

  • (1) Subject to the company's constitution and to subsection (3), the board of a company may change the address for service of the company at any time.

    (2) Notice in the prescribed form of the change must be given to the Registrar for registration.

    (3) A change of address for service takes effect on a date stated in the notice, not being a date that is earlier than 5 working days after the notice is registered.

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 rectification or correction takes effect at the time that the rectification or correction is made to the New Zealand register.

    Section 193A: inserted, on 15 April 2004, by section 9 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

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