New Zealand Companies Act 1993 - Duties

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

Duties, rights, and powers of liquidators

253 Principal duty of liquidator

  • Subject to section 254, the principal duty of a liquidator of a company is—

    • (a) to take possession of, protect, realise, and distribute the assets, or the proceeds of the realisation of the assets, of the company to its creditors in accordance with this Act; and

    • (b) if there are surplus assets remaining, to distribute them, or the proceeds of the realisation of the surplus assets, in accordance with section 313(4)—

    in a reasonable and efficient manner.

254 Liquidator not required to act in certain cases

  • Notwithstanding any other provisions of this Part,—

    • (a) except where the charge is surrendered or taken to be surrendered or redeemed under section 305, a liquidator may, but is not required to, carry out any duty or exercise any power in relation to property that is subject to a charge:

    • (b) where—

      • (i) a company is put into liquidation under section 241(2)(c); and

      • (ii) the Official Assignee is the liquidator of the company; and

      • (iii) the company has no assets available for distribution to creditors of the company,—

    the Official Assignee shall not be required, without the consent of the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act, to carry out any duty or exercise any power in connection with the liquidation if, to do so, would or would be likely to involve incurring any expense.

    Section 254(b): amended, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).

255 Other duties of liquidator

  • (1) Without limiting section 253, a liquidator has the other functions and duties specified in this Act.

    (2) Without limiting subsection (1), a liquidator must,—

    • (a) forthwith after being appointed or being notified of his or her appointment, give public notice of—

      • (i) the liquidator's appointment; and

      • (ii) the date and time of the commencement of the liquidation; and

      • (iii) the address and telephone number to which, during normal business hours, inquiries may be directed by a creditor or shareholder; and

    • (b) within 10 working days of being appointed or being notified of his or her appointment, deliver to the Registrar for registration a notice of the liquidator's appointment; and

    • (c) within the applicable period referred to in subsection (3),—

      • (i) prepare a list of every known creditor of the company with each creditor's address (if known); and

      • (ii) prepare and send to every known creditor, every shareholder, and the Registrar for registration,—

        • (A) a report containing a statement of the company's affairs, proposals for conducting the liquidation, and, if practicable, the estimated date of its completion; and

        • (B) a notice explaining the right of a creditor or shareholder to require the liquidator to call a meeting of creditors under section 314; and

        • (C) the list of creditors referred to in subparagraph (i); and

    • (d) within 20 working days of the end of each period of 6 months following the date of commencement of the liquidation, prepare and send to every known creditor and every shareholder, and send or deliver to the Registrar, a report—

      • (i) on the conduct of the liquidation during the preceding 6 months; and

      • (ii) of any further proposals which the liquidator has for completing the liquidation.

    (3) For the purposes of subsection (2)(c), applicable period means,—

    • (a) in the case of a liquidator appointed under section 241(2)(a), (b), or (d), 5 working days after the liquidator's appointment; or

    • (b) in the case of a liquidator appointed under paragraph (c) of subsection (2) of section 241, 25 working days after the liquidator's appointment; or

    • (c) in either case, such longer period as the court may allow.

    (4) The court may, on the application of a liquidator,—

    • (a) exempt the liquidator from compliance with the provisions of paragraph (c) or paragraph (d) of subsection (2); or

    • (b) modify the application of those provisions in relation to the liquidator,—

    on such terms and conditions as the court thinks fit.

    (5) [Repealed]

    (6) [Repealed]

    Section 255(2)(a)(ii): amended, on 26 April 1999, by section 6(a) of the Companies Amendment Act 1999 (1999 No 19).

    Section 255(2)(c)(i): replaced, on 1 November 2007, by section 19(1) of the Companies Amendment Act 2006 (2006 No 56).

    Section 255(2)(c)(ii)(C): inserted, on 1 November 2007, by section 19(2) of the Companies Amendment Act 2006 (2006 No 56).

    Section 255(2)(d): amended, on 26 April 1999, by section 6(b) of the Companies Amendment Act 1999 (1999 No 19).

    Section 255(3)(a): amended, on 1 November 2007, by section 12 of the Companies Amendment Act 2006 (2006 No 56).

    Section 255(5): repealed, on 1 November 2007, by section 19(3) of the Companies Amendment Act 2006 (2006 No 56).

    Section 255(6): repealed, on 1 November 2007, by section 19(3) of the Companies Amendment Act 2006 (2006 No 56).

256 Duties in relation to accounts

  • (1) Subject to subsection (2), the liquidator of a company must—

    • (a) keep accounts and records of the liquidation and permit those accounts and records, and the accounts and records in the company, to be inspected by—

      • (i) any liquidation committee appointed under section 314, unless the liquidator believes on reasonable grounds that inspection would be prejudicial to the liquidation; and

      • (ii) if the court so orders, a creditor or shareholder; and

    • (b) retain the accounts and records of the liquidation and of the company for not less than 1 year after completion of the liquidation.

    (2) The Registrar may, whether before or after the completion of the liquidation,—

    • (a) authorise the disposal of any accounts and records; and

    • (b) require any accounts or records to be retained for longer than 1 year after the completion of the liquidation.

    Section 256(2)(b): amended, on 3 June 1998, by section 11 of the Companies Amendment Act 1998 (1998 No 31).

257 Duties in relation to final report and accounts

  • (1) As soon as practicable after completing his or her duties in relation to the liquidation, the liquidator of a company must—

    • (a) prepare and send to every creditor whose claim has been admitted and every shareholder—

      • (i) the final report and statement of realisation and distribution in respect of the liquidation; and

      • (ii) a statement that—

        • (A) all known assets have been disclaimed, or realised, or distributed without realisation; and

        • (B) all proceeds of realisation have been distributed; and

        • (C) the company is ready to be removed from the New Zealand register; and

      • (iii) a summary of the applicable grounds on which the creditor or shareholder may object to the removal of the company from the New Zealand register under section 321:

    • (b) send or deliver copies of the documents referred to in paragraph (a) to the Registrar for registration.

    (2) The court may, on the application of a liquidator,—

    • (a) exempt the liquidator from compliance with the provisions of subsection (1); or

    • (b) modify the application of those provisions in relation to the liquidator,—

    on such terms and conditions as the court thinks fit.

258 Duty to have regard to views of creditors and shareholders

  • (1) The liquidator must have regard to—

    • (a) the views of the shareholders by whom any special resolution was passed at a meeting held for the purposes of section 241(2)(a) set out in a resolution passed at that meeting:

    • (b) the views of creditors set out in any resolution passed at a meeting held for the purposes of section 243:

    • (c) the views of creditors or shareholders set out in a resolution passed at a meeting called in accordance with subsection (2):

    • (d) the views of any liquidation committee given in writing to the liquidator.

    (2) For the purposes of subsection (1), a liquidator—

    • (a) must summon meetings of shareholders at such times as may be specified by any resolution of shareholders passed at a meeting held for the purposes of section 241(2)(a):

    • (b) must summon meetings of creditors at such times as may be specified by any resolution of creditors passed at a meeting held for the purposes of section 243:

    • (c) must summon a meeting of shareholders forthwith when required to do so by notice in writing given by shareholders holding shares on which has been paid up not less than 10% of the total amount paid up on all shares issued by the company:

    • (d) must summon a meeting of creditors forthwith when required to do so by notice in writing given by creditors to whom is owed not less than 10% of the total amount owed to all creditors of the company:

    • (e) may, at his or her discretion, summon a meeting of shareholders or creditors of the company.

    (3) A liquidator who calls a meeting of creditors or shareholders must call such a meeting in accordance with Schedule 1 or, if applicable, Schedule 5, as the case may be.

    (4) Nothing in this section limits or prevents a liquidator from exercising his or her discretion in carrying out his or her functions and duties under this Act.

    Compare: 1955 No 63 s 241

258A Duty to report suspected offences

  • (1) A liquidator of a company who considers that an offence that is material to the liquidation has been committed by the company or any director of the company against this Act or any of the following Acts must report that fact to the Registrar:

    • (a) the Crimes Act 1961:

    • (b) the Securities Act 1978:

    • (c) the Securities Markets Act 1988:

    • (d) the Financial Reporting Act 1993:

    • (e) the Takeovers Act 1993:

    • (f) the Insurance (Prudential Supervision) Act 2010.

    (2) A report made under subsection (1), and any communications between the liquidator and Registrar relating to that report, are protected by absolute privilege.

    (3) If the company is a licensed insurer, a copy of the report made under subsection (1) must be sent to the Reserve Bank of New Zealand.

    (4) A copy of a report sent under subsection (3), and any communications between the liquidator and Reserve Bank of New Zealand relating to that report, are protected by absolute privilege.

    (5) A liquidator who fails to comply with subsection (1) or (3) commits an offence and is liable on conviction to the penalty set out in section 373(2).

    Section 258A: replaced, on 1 February 2011, by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).

258B Registrar may supply report to FMA

  • (1) If a report is made under section 258A in respect of a financial markets participant, the Registrar may supply a copy of the report to the FMA.

    (2) Any communications between—

    • (a) the Registrar and the FMA that relate to that report are protected by absolute privilege:

    • (b) the liquidator and the FMA that relate to that report are protected by absolute privilege.

    Section 258B: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

259 Documents to state company in liquidation

  • Every document entered into, made, or issued by a liquidator of a company on behalf of the company must state in a prominent position that the company is in liquidation.

260 Powers of liquidator

  • (1) A liquidator has the powers—

    • (a) necessary to carry out the functions and duties of a liquidator under this Act; and

    • (b) conferred on a liquidator by this Act.

    (2) Without limiting subsection (1), a liquidator has the powers set out in Schedule 6.

260A Liquidator may assign right to sue under this Act

  • (1) The liquidator may, if the court has first approved it, assign any right to sue that is conferred on the liquidator by this Act.

    (2) The application for approval may be—

    • (a) made by the liquidator or the person to whom it is proposed to assign the right to sue; and

    • (b) opposed by a person who is a defendant to the liquidator's action, if already begun, or a proposed defendant.

    Section 260A: inserted, on 1 November 2007, by section 21 of the Companies Amendment Act 2006 (2006 No 56).

261 Power to obtain documents and information

  • (1) A liquidator may, from time to time, by notice in writing, require a director or shareholder of the company or any other person to deliver to the liquidator such books, records, or documents of the company in that person's possession or under that person's control as the liquidator requires.

    (2) A liquidator may, from time to time, by notice in writing require—

    • (a) a director or former director of the company; or

    • (b) a shareholder of the company; or

    • (c) a person who was involved in the promotion or formation of the company; or

    • (d) a person who is, or has been, an employee of the company; or

    • (e) a receiver, accountant, auditor, bank officer, or other person having knowledge of the affairs of the company; or

    • (f) a person who is acting or who has at any time acted as a solicitor for the company—

    to do any of the things specified in subsection (3).

    (3) A person referred to in subsection (2) may be required—

    • (a) to attend on the liquidator at such reasonable time or times and at such place as may be specified in the notice:

    • (b) to provide the liquidator with such information about the business, accounts, or affairs of the company as the liquidator requests:

    • (c) to be examined on oath or affirmation by the liquidator or by a barrister or solicitor acting on behalf of the liquidator on any matter relating to the business, accounts, or affairs of the company:

    • (d) assist in the liquidation to the best of the person's ability.

    (3A) Without limiting subsection (3)(a), a person may be required to attend on the liquidator under that subsection at a meeting of creditors of the company.

    (4) Without limiting subsection (5), the liquidator may pay to a person referred to in paragraph (d) or paragraph (e) or paragraph (f) of subsection (2), not being an employee of the company, reasonable travelling and other expenses in complying with a requirement of the liquidator under subsection (3).

    (5) The court may, on the application of the liquidator or a person referred to in paragraph (d) or paragraph (e) or paragraph (f) of subsection (2), not being an employee of the company, order that that person is entitled to receive reasonable remuneration and travelling and other expenses in complying with a requirement of the liquidator under subsection (3).

    (6) A person referred to in paragraph (d) or paragraph (e) or paragraph (f) of subsection (2) is not entitled to refuse to comply with a requirement of the liquidator under subsection (3) by reason only that—

    • (a) an application to the court to be paid remuneration or travelling and other expenses has not been made or determined; or

    • (b) remuneration or travelling and other expenses to which that person is entitled have not been paid in advance; or

    • (c) the liquidator has not paid that person travelling or other expenses.

    (6A) A person who fails to comply with a notice given under this section commits an offence and is liable on conviction to the penalty set out in section 373(3).

    (7) Nothing in this section limits or affects section 260.

    Section 261(2): amended, on 1 July 1994, by section 31(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 261(3A): inserted, on 1 July 1994, by section 31(2) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 261(6A): inserted, on 3 May 2001, by section 13 of the Companies Act 1993 Amendment Act 2001 (2001 No 18).

262 Documents in possession of receiver

  • (1) A receiver is not required to deliver to a liquidator under section 261 any books, records, or documents that the receiver requires for the purpose of exercising any powers or functions as receiver in relation to property of a company in liquidation.

    (2) The liquidator may, from time to time, by notice in writing, require the receiver—

    • (a) to make such books, records, and documents available for inspection by the liquidator at any reasonable time or times; and

    • (b) to provide the liquidator with copies of such books, records, and documents or extracts from them.

    (3) The liquidator may take copies of such books, records, and documents made available for inspection or extracts from them.

    (4) The liquidator must pay the reasonable expenses of the receiver in complying with a requirement of the liquidator under subsection (2).

263 Restriction on enforcement of lien over documents

  • (1) A person is not entitled, as against the liquidator of a company, to claim or enforce a lien over books, records, or documents of the company.

    (2) If the lien arises in relation to a debt for the provision of services to the company before the commencement of the liquidation, the debt is a preferential claim against the company under section 312 to the extent of 10% of the total value of the debt, up to a maximum amount of $2,000.

    (3) Nothing in this section applies to a company that was put into liquidation pursuant to paragraph (a) or paragraph (b) of subsection (2) of section 241 if—

    • (a) the board of the company passed a resolution of the kind referred to in section 243(8); and

    • (b) section 244 does not apply in relation to the company.

    Section 263(2): amended, on 1 November 2007, by section 13 of the Companies Amendment Act 2006 (2006 No 56).

264 Delivery of document creating charge over property

  • (1) A person is required to deliver a document to a liquidator under section 261 even though possession of the document creates a charge over property of a company.

    (2) Production of the document to the liquidator does not prejudice the existence or priority of the charge, but the liquidator must make the document available to the person entitled to it for the purpose of dealing with or realising the charge or the secured property.

265 Examination by liquidator

  • (1) A liquidator or a barrister or solicitor acting on behalf of the liquidator may administer an oath to, or take the affirmation of, a person required to be examined under section 261.

    (2) A person required to be examined under section 261 is entitled to be represented by a barrister or solicitor.

    (3) A liquidator or a barrister or solicitor acting on behalf of the liquidator who conducts an examination under section 261 must ensure that the examination is recorded in writing or by means of a tape recorder or other similar device.

266 Powers of court

  • (1) The court may, on the application of the liquidator, order a person who has failed to comply with a requirement of the liquidator under section 261 to comply with that requirement.

    (2) The court may, on the application of the liquidator, order a person to whom section 261 applies to—

    • (a) attend before the court and be examined on oath or affirmation by the court or the liquidator or a barrister or solicitor acting on behalf of the liquidator on any matter relating to the business, accounts, or affairs of the company:

    • (b) produce any books, records, or documents relating to the business, accounts, or affairs of the company in that person's possession or under that person's control.

    (3) Where a person is examined under subsection (2)(a),—

    • (a) the examination must be recorded in writing; and

    • (b) the person examined must sign the record.

    (4) Subject to any directions by the court, a record of an examination under this section is admissible in evidence in any proceedings under this Part, section 383, section 60A of the Securities Act 1978, section 43F of the Securities Markets Act 1988, or section 44F of the Takeovers Act 1993.

    Section 266(4): amended, on 25 October 2006, by section 25 of the Securities Amendment Act 2006 (2006 No 46).

267 Self-incrimination

  • (1) A person is not excused from answering a question in the course of being examined under section 261 or section 266 on the ground that the answer may incriminate or tend to incriminate that person.

    (2) The testimony of the person examined is not admissible as evidence in criminal proceedings against that person except on a charge of perjury in relation to that testimony.

268 Power of liquidator to enforce liability of shareholders and former shareholders

  • (1) The liquidator may—

    • (a) if a shareholder is liable to calls, make calls on the shares held by that shareholder:

    • (b) if a shareholder or former shareholder is liable to the company, enforce that liability.

    (2) A call made under subsection (1)(a) must be made in writing.

269 Power to disclaim onerous property

  • (1) Subject to section 270, a liquidator may disclaim onerous property even though the liquidator has taken possession of it, tried to sell it, or otherwise exercised rights of ownership in relation to it.

    (2) For the purposes of this section, onerous property—

    • (a) means—

      • (i) an unprofitable contract; or

      • (ii) property of the company that is unsaleable, or not readily saleable, or that may give rise to a liability to pay money or perform an onerous act; or

      • (iii) a litigation right that, in the opinion of the liquidator, has no reasonable prospect of success or cannot reasonably be funded from the assets of the company; but

    • (b) does not include—

      • (i) a netting agreement to which sections 310A to 310O apply; or

      • (ii) any contract of the company that constitutes a transaction under a netting agreement; or

      • (iii) a settlement instruction or a settlement under the rules of a settlement system that is declared to be a designated settlement system under Part 5C of the Reserve Bank of New Zealand Act 1989.

    (3) A disclaimer under this section—

    • (a) brings to an end on and from the date of the disclaimer the rights, interests, and liabilities of the company in relation to the property disclaimed:

    • (b) does not, except so far as necessary to release the company from a liability, affect the rights or liabilities of any other person.

    (4) A liquidator who disclaims onerous property must, within 10 working days of the disclaimer, give notice in writing of the disclaimer to every person whose rights are, to the knowledge of the liquidator, affected by the disclaimer.

    (5) A person suffering loss or damage as a result of a disclaimer under this section may—

    • (a) claim as a creditor of the company for the amount of the loss or damage, taking account of the effect of an order made by the court under paragraph (b):

    • (b) apply to the court for an order that the disclaimed property be delivered to or vested in that person.

    (6) The court may make an order under subsection (5)(b) if it is satisfied that it is just that the property should be vested in the applicant.

    Compare: 1955 No 63 s 312

    Section 269(2): replaced, on 26 April 1999, by section 7 of the Companies Amendment Act 1999 (1999 No 19).

    Section 269(2)(a)(ii): replaced, on 1 November 2007, by section 22 of the Companies Amendment Act 2006 (2006 No 56).

    Section 269(2)(a)(iii): inserted, on 1 November 2007, by section 22 of the Companies Amendment Act 2006 (2006 No 56).

    Section 269(2)(b): replaced, on 21 August 2003, by section 48(1) of the Reserve Bank of New Zealand Amendment Act 2003 (2003 No 46).

    Section 269(2)(b)(iii): amended, on 24 November 2009, by section 19 of the Reserve Bank of New Zealand Amendment Act 2009 (2009 No 53).

270 Liquidator may be required to elect whether to disclaim onerous property

  • If a person whose rights would be affected by the disclaimer of onerous property gives a liquidator notice in writing requiring the liquidator to elect, before the close of such date as is stated in the notice, not being a date that is less than 20 working days after the date on which the notice is received by the liquidator, whether to disclaim the onerous property, the liquidator is not entitled to disclaim the onerous property unless he or she does so before the close of that date.

271 Pooling of assets of related companies

  • (1) On the application of the liquidator, or a creditor or shareholder, the court, if satisfied that it is just and equitable to do so, may order that—

    • (a) a company that is, or has been, related to the company in liquidation must pay to the liquidator the whole or part of any or all of the claims made in the liquidation:

    • (b) where 2 or more related companies are in liquidation, the liquidations in respect of each company must proceed together as if they were 1 company to the extent that the court so orders and subject to such terms and conditions as the court may impose.

    (2) The court may make such other order or give such directions to facilitate giving effect to an order under subsection (1) as it thinks fit.

    (3) This section is subject to section 139J(4) of the Reserve Bank of New Zealand Act 1989.

    Compare: 1955 No 63 ss 315A, 315B; 1980 No 43 s 30

    Section 271(3): inserted, on 10 December 2013, by section 12 of the Reserve Bank of New Zealand (Covered Bonds) Amendment Act 2013 (2013 No 103).

271A Notice that application filed must be given to administrators and creditors

  • (1) Unless the court orders otherwise, an applicant for an order under section 271(1)(b) must give notice that the application has been filed to the liquidator and each creditor of each related company in liquidation.

    (2) An applicant need not give notice to himself or herself.

    (3) The notice must—

    • (a) identify each company to which the proposed order relates; and

    • (b) summarise all information known to the applicant that is material to whether the order should be made; and

    • (c) state that a person to whom the notice must be given may oppose the application by filing a statement of defence in accordance with the High Court Rules.

    (4) The notice requirement in this section is in addition to anything required to be done by the High Court Rules.

    Section 271A: inserted, on 1 November 2007, by section 23 of the Companies Amendment Act 2006 (2006 No 56).

272 Guidelines for orders

  • (1) In deciding whether it is just and equitable to make an order under section 271(1)(a), the court must have regard to the following matters:

    • (a) the extent to which the related company took part in the management of the company in liquidation:

    • (b) the conduct of the related company towards the creditors of the company in liquidation:

    • (c) the extent to which the circumstances that gave rise to the liquidation of the company are attributable to the actions of the related company:

    • (d) such other matters as the court thinks fit.

    (2) In deciding whether it is just and equitable to make an order under section 271(1)(b), the court must have regard to the following matters:

    • (a) the extent to which any of the companies took part in the management of any of the other companies:

    • (b) the conduct of any of the companies towards the creditors of any of the other companies:

    • (c) the extent to which the circumstances that gave rise to the liquidation of any of the companies are attributable to the actions of any of the other companies:

    • (d) the extent to which the businesses of the companies have been combined:

    • (e) such other matters as the court thinks fit.

    (3) The fact that creditors of a company in liquidation relied on the fact that another company is, or was, related to it is not a ground for making an order under section 271.

    Compare: 1955 No 63 s 315C; 1980 No 43 s 30

273 Certain conduct prohibited

  • (1) If a company is in liquidation, or an application has been made to the court for an order that a company be put into liquidation, as the case may be, no person may—

    • (a) leave New Zealand with the intention of—

      • (i) avoiding payment of money due to the company; or

      • (ii) avoiding examination in relation to the affairs of the company; or

      • (iii) avoiding compliance with an order of the court or some other obligation under this Part in relation to the affairs of the company; or

    • (b) conceal or remove property of the company with the intention of preventing or delaying the liquidator taking custody or control of it; or

    • (c) destroy, conceal, or remove records or other documents of the company.

    (2) A person who contravenes subsection (1) commits an offence and is liable on conviction to the penalty set out in section 373(3).

274 Duty to identify and deliver property

  • (1) A present or former director or employee of a company in liquidation must,—

    • (a) forthwith after the company is put into liquidation, give the liquidator details of property of the company in his or her possession or under his or her control; and

    • (b) on being required to do so by the liquidator, forthwith or within such time as may be specified by the liquidator, deliver the property to the liquidator or such other person as the liquidator may direct, or dispose of the property in such manner as the liquidator may direct.

    (2) A person who fails to comply with subsection (1) commits an offence and is liable on conviction to the penalty set out in section 373(3).

275 Refusal to supply essential services prohibited

  • (1) For the purposes of this section, an essential service means—

    • (a) the retail supply of gas:

    • (b) the retail supply of electricity:

    • (c) the supply of water:

    • (d) telecommunications services.

    (2) For the purposes of this section, telecommunications services means the conveyance from one device to another by a line, radio frequency, or other medium, of a sign, signal, impulse, writing, image, sound, instruction, information, or intelligence of any nature, whether or not for the information of a person using the device.

    (3) Notwithstanding the provisions of any other Act or any contract, a supplier of an essential service must not—

    • (a) refuse to supply the service to a liquidator, or to a company in liquidation, by reason of the company's default in paying charges due for the service in relation to a period before the commencement of the liquidation; or

    • (b) make it a condition of the supply of the service to a liquidator, or to a company in liquidation, that payment be made of outstanding charges due for the service in relation to a period before the commencement of the liquidation; or

    • (c) make it a condition of the supply of the service to a company in liquidation that the liquidator personally guarantees payment of the charges that would be incurred for the supply of the service.

    (4) The charges incurred by a liquidator for the supply of an essential service are an expense incurred by the liquidator for the purposes of clause 1(1)(a) of Schedule 7.

    Section 275(4): amended, on 1 November 2007, by section 37 of the Companies Amendment Act 2006 (2006 No 56).

276 Remuneration of liquidators

  • (1) Subject to section 284(1)(e), every liquidator, not being an Official Assignee, appointed under paragraph (a) or paragraph (b) of subsection (2) of section 241 is entitled to charge reasonable remuneration for carrying out his or her duties and exercising his or her powers as liquidator.

    (2) Unless the court otherwise orders, every Official Assignee who is appointed a liquidator under paragraph (a) of subsection (2) of section 241 and every liquidator appointed under paragraph (c) of that subsection shall charge remuneration either—

    • (a) of an amount equal to the amount fixed under section 277; or

    • (b) at, or in accordance with, such rate or rates as may be prescribed under that section.

    Section 276(1): amended, on 1 July 1994, by section 32 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

277 Rates of remuneration

  • (1) The Governor-General may from time to time, by Order in Council, for the purposes of section 276, make regulations fixing an amount or prescribing a rate or rates in respect of the remuneration of liquidators to which that section applies.

    (2) Without limiting subsection (1), such regulations may—

    • (a) prescribe an hourly or other rate or rates of remuneration and different rates may be prescribed in respect of work undertaken in the liquidation by different classes of persons:

    • (b) prescribe a rate or rates by reference to the net value of the assets realised by the liquidator, together with such other amounts as may be specified:

    • (c) prescribe a rate or rates in respect of the exercise of a particular function or power:

    • (d) prescribe a rate or rates by reference to such other criteria as may be specified.

278 Expenses and remuneration payable out of assets of company

  • The expenses and remuneration of the liquidator are payable out of the assets of the company.

279 Liquidator ceases to hold office on completion of liquidation

  • (1) A liquidator ceases to hold office on the completion of the liquidation in accordance with section 249.

    (2) Subsection (1) does not limit section 284 or section 286.

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