New Zealand Companies Act 1993 - Registrar of Companies

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

Part 20 Registrar of Companies

357 Registrar and Deputy Registrars of Companies

  • (1) There must be—

    • (a) a Registrar of Companies; and

    • (b) as many Deputy Registrars of Companies as may be necessary for the purposes of this Act and the Limited Partnerships Act 2008,—

    each of whom must be appointed under the State Sector Act 1988.

    (2) Subject to the control of the Registrar a Deputy Registrar has and may exercise the powers, duties and functions of the Registrar under this Act and the Limited Partnerships Act 2008.

    (3) The fact that a Deputy Registrar exercises those powers, duties, or functions is conclusive evidence of the authority to do so.

    (4) The person holding office as Registrar of Companies under the Companies Act 1955 and every person holding office as a Deputy Registrar of Companies under that Act, immediately before the commencement of this Act, shall be deemed to have been appointed as Registrar of Companies or as a Deputy Registrar of Companies, as the case may be, in accordance with this section.

    Section 357(1)(b): amended, on 2 May 2008, by section 119(1) of the Limited Partnerships Act 2008 (2008 No 1).

    Section 357(2): amended, on 2 May 2008, by section 119(2) of the Limited Partnerships Act 2008 (2008 No 1).

358 District and Assistant Registrars of Companies

  • (1) As many District Registrars of Companies and Assistant Registrars of Companies as may be necessary for the purposes of this Act must be appointed under the State Sector Act 1988.

    (2) Subject to the control of the Registrar and of a Deputy Registrar, a District Registrar has and may exercise the powers, duties, and functions of the Registrar.

    (3) Subject to the control of the Registrar, a Deputy Registrar, and a District Registrar, an Assistant Registrar has and may exercise all the powers, duties, and functions of the Registrar.

    (4) The fact that a District Registrar or an Assistant Registrar exercises those powers, duties, or functions is conclusive evidence of the authority to do so.

    (5) Every person holding office as a District Registrar of Companies or an Assistant Registrar of Companies under the Companies Act 1955, immediately before the commencement of this Act, shall be deemed to have been appointed as a District Registrar of Companies or an Assistant Registrar of Companies, as the case may be, in accordance with this section.

359 Responsible District Registrar

  • Where, pursuant to this Act or any regulations under this Act, any action is required to be taken by, or anything is required to be done to, the Registrar, in relation to a company or an overseas company, that action shall be taken by, or that thing shall be done to, the District Registrar in whose office the records relating to that company or overseas company are kept or an Assistant Registrar in that office.

360 Registers

  • (1) The Registrar must ensure that—

    • (a) a register of companies registered under Part 2 or reregistered under this Act in accordance with the Companies Reregistration Act 1993, as the case may be; and

    • (b) a register of overseas companies registered or deemed to be registered under Part 18,—

    is kept in New Zealand.

    (2) [Repealed]

    (3)[Repealed]

    (4) The New Zealand register and the overseas register may be kept in such manner as the Registrar thinks fit including, either wholly or partly, by means of a device or facility—

    • (a) that records or stores information electronically or by other means; and

    • (b) that permits the information so recorded or stored to be readily inspected or reproduced in usable form.

    Regulation 360(2): repealed, on 25 February 2012, by regulation 5 of the Companies Amendment Act 2012 (2012 No 7).

    Regulation 360(3): repealed, on 25 February 2012, by regulation 5 of the Companies Amendment Act 2012 (2012 No 7).

360A Rectification or correction of New Zealand register and overseas register

  • (1) The Registrar may,—

    • (a) on the application of any person, rectify the New Zealand register or the overseas register if the Registrar is satisfied that any information has been wrongly entered in, or omitted from, the New Zealand register or the overseas register; or

    • (b) if it appears to the Registrar that any particulars have been incorrectly entered in the New Zealand register or the overseas register due to a clerical error by the Registrar, correct those particulars.

    (2) Before the Registrar rectifies the New Zealand register or the overseas register under subsection (1)(a), the Registrar must—

    • (a) give written notice to the company or overseas company that an application has been made to rectify the New Zealand register or the overseas register in relation to that company or overseas company (including details of that application); and

    • (b) give public notice setting out—

      • (i) the name of the applicant; and

      • (ii) the name of the company or overseas company; and

      • (iii) the reasons for and details of the changes sought to be made to the New Zealand register or the overseas register; and

      • (iv) the date by which a written objection to the proposed rectification must be delivered to the Registrar, being a date not less than 20 working days after the date of the notice.

    (3) Any person may deliver to the Registrar, not later than the date specified in accordance with subsection (2)(b)(iv), a written objection to a proposed rectification of the New Zealand register or the overseas register, and the Registrar must give a copy of the objection to the applicant.

    (4) The Registrar must not rectify the New Zealand register or the overseas register if the Registrar receives a written objection to the proposed rectification by the date specified unless the Registrar is satisfied that the objection has been withdrawn.

    Section 360A: inserted, on 15 April 2004, by section 20 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

360B Powers of court

  • (1) If an objection to a proposed rectification is received by the Registrar under section 360A(3), the applicant for the rectification of the New Zealand register or the overseas register may apply to the court for an order for rectification.

    (2) If an application for an order is made under subsection (1),—

    • (a) the applicant must, as soon as practicable, serve notice of the application on the Registrar; and

    • (b) the Registrar may appear and be heard in relation to the application.

    (3) On an application for an order under subsection (1), the court may, if it is satisfied that any information has been wrongly entered in, or omitted from, the New Zealand register or the overseas register, make an order that the New Zealand register or the overseas register be rectified.

    Section 360B: inserted, on 15 April 2004, by section 20 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

361 Registrar may direct transfer

  • [Repealed]

    Regulation 361: repealed, on 25 February 2012, by regulation 6 of the Companies Amendment Act 2012 (2012 No 7).

362 Registration of documents

  • (1) On receipt of a document for registration under this Act, the Registrar must,—

    • (a) subject to subsection (2), register the document in the New Zealand register or the overseas register, as the case may be; and

    • (b) in the case of a document that is not an annual return, give written advice of the registration to the person from whom the document was received.

    (2) If a document received by the Registrar for registration under this Act—

    • (a) is not in the prescribed form, if any; or

    • (b) does not comply with this Act or regulations made under this Act; or

    • (c) is not printed or typewritten; or

    • (d) where the New Zealand register or the overseas register is kept wholly or partly by means of a device or facility referred to in section 360(4), is not in a form that enables particulars to be entered directly by electronic or other means in the device or facility; or

    • (e) has not been properly completed; or

    • (f) contains material that is not clearly legible,—

    the Registrar may refuse to register the document, and in that event, must request either—

    • (g) that the document be appropriately amended or completed and submitted for registration again; or

    • (h) that a fresh document be submitted in its place.

    (3) For the purposes of this Act, a document is registered when—

    • (a) the document itself is constituted part of the New Zealand register or the overseas register; or

    • (b) particulars of the document are entered in any device or facility referred to in section 360(4).

    (4) Neither registration, nor refusal of registration, of a document by the Registrar affects, or creates a presumption as to, the validity or invalidity of the document or the correctness or otherwise of the information contained in it.

    Section 362(1)(b): amended, on 30 June 1997, by section 22 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).

363 Inspection and evidence of registers

  • (1) A person may, on payment of any fees that are prescribed, inspect—

    • (a) any document that constitutes part of the New Zealand register or the overseas register:

    • (b) particulars of any registered document that have been entered on any device or facility referred to in section 360(4):

    • (c) any registered document particulars of which have been entered in any such device or facility—

    during the hours when the office of the District Registrar is open to the public for the transaction of business on a working day.

    (2) A person may, on payment of any fees that are prescribed, require the Registrar to give or certify—

    • (a) a certificate of incorporation of a company; or

    • (b) a certificate of reregistration of a company under this Act in accordance with the Companies Reregistration Act 1993; or

    • (c) a copy of, or extract from, a document that constitutes part of the New Zealand register or the overseas register; or

    • (d) particulars of any registered document that have been entered in any device or facility referred to in section 360(4); or

    • (e) a copy of, or extract from, a registered document particulars of which have been entered in any such device or facility.

    (3) A process to compel the production of—

    • (a) a registered document kept by the Registrar; or

    • (b) evidence of the entry of particulars of a registered document in any device or facility referred to in section 360(4)—

    must not issue from the court without the leave of the court and, if it does, it must have a statement attached to it that it is issued with the leave of the court.

    (4) A copy of, or extract from, a registered document—

    • (a) that constitutes part of the New Zealand register or the overseas register; or

    • (b) particulars of which have been entered in any device or facility referred to in section 360(4)—

    certified to be a true copy or extract by the Registrar is admissible in evidence in legal proceedings to the same extent as the original document.

    (5) An extract certified by the Registrar as containing particulars of a registered document that have been entered in any device or facility referred to in section 360(4) is, in the absence of proof to the contrary, conclusive evidence of the entry of those particulars.

    Compare: 1955 No 63 s 9

364 Notice by Registrar

  • (1) A notice that the Registrar is required by this Act to give to a natural person, must be given in writing and in a manner that the Registrar considers appropriate in the circumstances.

    (2) Without limiting subsection (1), the Registrar may give notice in writing to a natural person by—

    • (a) having it delivered to that person; or

    • (b) posting it, or delivering it by courier, to that person at his or her last known address, or delivering it to a document exchange which that person is using at the time; or

    • (c) sending it by facsimile machine to a telephone number used by that person for transmission of documents by facsimile; or

    • (d) having it published in a newspaper or other publication in circulation in the area where that person lives or is believed to live.

    (3) Section 392 shall apply, with such modifications as may be necessary, in respect of the giving of notices by the Registrar.

    (4) A document that—

    • (a) appears to be a copy of a notice given by the Registrar; and

    • (b) is certified by the Registrar, or by a person authorised by the Registrar, as having been derived from a device or facility that records or stores information electronically or by other means—

    is admissible in legal proceedings as a copy of the notice.

365 Registrar's powers of inspection

  • (1) The Registrar or a person authorised by the Registrar may,—

    • (a) for the purpose of—

      • (i) ascertaining whether a company or a director of a company is complying, or has complied, with this Act or the Financial Reporting Act 1993; or

      • (ii) ascertaining whether the Registrar should exercise any of his or her rights or powers under this Act or the Financial Reporting Act 1993; or

      • (iii) detecting offences against this Act or the Financial Reporting Act 1993; and

    • (b) if, in the Registrar's opinion, it is in the public interest to do so,—

    do any of the following:

    • (c) require a person, including a person carrying on the business of banking, to produce for inspection relevant documents within that person's possession or control; or

    • (d) inspect and take copies of relevant documents; or

    • (e) take possession of relevant documents and remove them from the place where they are kept, and retain them for a reasonable time, for the purpose of taking copies; or

    • (f) retain relevant documents for a period which is, in all the circumstances reasonable, if there are reasonable grounds for believing that they are evidence of the commission of an offence.

    (2) Nothing in this section limits or affects the Tax Administration Act 1994 or the Statistics Act 1975.

    (3) The Registrar or a person authorised by the Registrar must consult with the Reserve Bank of New Zealand before exercising any of the powers conferred by subsection (1) if the purpose of exercising the power relates to a company that is a registered bank (within the meaning of section 2 of the Reserve Bank of New Zealand Act 1989).

    (4) A person must not obstruct or hinder the Registrar or a person authorised by the Registrar while exercising a power conferred by subsection (1).

    (5) Any person who—

    • (a) fails to comply with a requirement under subsection (1)(c); or

    • (b) acts in contravention of subsection (4)—

    commits an offence and is liable on conviction to the penalty set out in section 373(2).

    (6) In this section,—

    company includes an overseas company

    relevant document, in relation to a company, means a document that contains information relating to—

    • (a) the company; or

    • (b) money or other property that is, or has been, managed, supervised, controlled or held in trust by or for the company.

    Compare: 1955 No 63 s 9A; 1983 No 53 s 3

    Section 365(2): amended, on 1 April 1995 (applying with respect to the tax on income derived in 1995–96 and subsequent income years), by section YB 1 of the Income Tax Act 1994 (1994 No 164).

    Section 365(5)(b): amended, on 1 July 1994, by section 44 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

366 Disclosure of information and reports

  • (1) A person authorised by the Registrar for the purpose of section 365 who has—

    • (a) obtained a document or information in the course of making an inspection under that section; or

    • (b) prepared a report in relation to an inspection under that section—

    must, if directed to do so by the Registrar, give the document, information, or report to—

    • (c) 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; or

    • (d) the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act; or

    • (e) any person authorised by the Registrar to receive the document, information, or report for the purposes of this Act or in connection with the exercise of powers conferred by this Act; or

    • (f) a liquidator for the purposes of the liquidation of a company; or

    • (g) any person authorised by the Registrar to receive the document, information, or report for the purposes of detecting offences against any Act.

    (2) A person authorised by the Registrar for the purposes of section 365 who has—

    • (a) obtained a document or information in the course of making an inspection under that section; or

    • (b) prepared a report in relation to an inspection under that section—

    must give the document, information, or report to the Registrar, a Deputy Registrar, a District Registrar, or an Assistant Registrar when directed to do so by any person holding any of those offices.

    (3) A person authorised by the Registrar for the purposes of section 365 who has—

    • (a) obtained a document or information in the course of making an inspection under that section; or

    • (b) prepared a report in relation to an inspection under that section—

    must not disclose that document, information, or report except—

    • (c) in accordance with subsection (1) or subsection (2); or

    • (d) subject to the approval of the Registrar, with the consent of the person to whom it relates; or

    • (e) subject to the approval of the Registrar, for the purposes of this Act or in connection with the exercise of powers conferred by this Act; or

    • (f) to the extent that the information, or information contained in the document or report, is available under any Act or in a public document; or

    • (g) subject to the approval of the Registrar, to a liquidator for the purposes of the liquidation of a company or the assets of an overseas company; or

    • (h) in the course of criminal proceedings; or

    • (i) subject to the approval of the Registrar, for the purpose of detecting offences against any Act.

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

    Section 366(1)(c): replaced, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).

    Section 366(1)(d): replaced, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).

367 Application of Official Information Act 1982 and Privacy Act 1993

  • (1) This section applies to—

    • (a) 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; and

    • (b) the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act; and

    • (c) the Registrar; and

    • (d) a Deputy Registrar; and

    • (e) a District Registrar; and

    • (f) an Assistant Registrar.

    (2) Notwithstanding the Official Information Act 1982 or the Privacy Act 1993, a person to whom this section applies may refuse to disclose a document, information, or report in his or her possession obtained in making, or acquired as a result of, an inspection under section 365, until the purpose for which the inspection is carried out has been satisfied.

    (3) Notwithstanding the Official Information Act 1982, where a person requests disclosure of whether an inspection under section 365 is being, or is proposed to be, or has been carried out, as the case may be, no person to whom this section applies is required to disclose that information under the Official Information Act 1982 unless—

    • (a) the disclosure of that information would not be likely to prejudice the commercial position of any person; and

    • (b) there is no other good reason for withholding that information under that Act.

    Compare: 1955 No 63 s 9AA; 1988 No 236 s 2

    Section 367(1): replaced, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).

368 Appeals from decisions under section 367

  • (1) A person who is aggrieved by a refusal to disclose a document, information, or report under section 367 may appeal to the court within 15 working days after being notified of that refusal, or within such further time as the court may allow.

    (2) On hearing the appeal, the court may confirm the refusal, or give such directions, or make such determination in the matter as the court thinks fit.

    Compare: 1955 No 63 s 9BA

369 Inspector's report admissible in liquidation proceedings

  • Notwithstanding any other Act or rule of law, a report prepared by a person in relation to an inspection carried out by him or her under section 365 is admissible in evidence at the hearing of an application to the court to appoint a liquidator.

370 Appeals from Registrar's decisions

  • (1) A person who is aggrieved by an act or decision of the Registrar under this Act may appeal to the court within 15 working days after the date of notification of the act or decision, or within such further time as the court may allow.

    (2) On hearing the appeal, the court may approve the Registrar's act or decision or may give such directions or make such determination in the matter as the court thinks fit.

    Compare: 1955 No 63 s 9B(1), (2); 1973 No 13 s 5

371 Exercise of powers under section 365 not affected by appeal

  • (1) Subject to subsection (2), but notwithstanding any other provision of any Act or any rule of law, where a person appeals or applies to the court in relation to an act or decision of the Registrar or a person authorised by the Registrar under section 365, until a decision on the appeal or application is given,—

    • (a) the Registrar, or that person, may continue to exercise the powers under that section as if no such appeal or application had been made; and

    • (b) no person is excused from fulfilling an obligation under that section by reason of that appeal or application.

    (2) If the appeal or application is allowed or granted, as the case may be,—

    • (a) the Registrar must ensure that, forthwith after the decision of the court is given, any copy of a document taken or retained by the Registrar, or by a person authorised by the Registrar in respect of that act or decision, is destroyed; and

    • (b) no information acquired under that section in relation to that act or decision is admissible in evidence in any proceedings unless the court hearing the proceedings in which it is sought to adduce the evidence is satisfied it was not obtained unfairly.

    Compare: 1955 No 63 s 9B(4); 1973 No 13 s 5; 1977 No 94 s 3

371A Sharing of information with Financial Markets Authority

  • (1) The Registrar may provide to the FMA any information, or a copy of any document, that the Registrar—

    • (a) holds in relation to the exercise or performance of the Registrar's functions, powers, or duties; and

    • (b) considers may assist the FMA in the exercise or performance of the FMA's functions, powers, or duties under this Act or any other enactment.

    (2) The Registrar may use any information, or a copy of any document, provided to him or her by the FMA under section 30 of the Financial Markets Authority Act 2011 in the Registrar's exercise or performance of the Registrar's functions, powers, or duties.

    (3) In this section, Registrar's functions, powers, or duties means his or her functions, powers, or duties under this Act or any other enactment (including functions, powers, or duties as the Registrar under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 and the Securities Act 1978).

    (4) This section applies despite anything to the contrary in any contract, deed, or document.

    (5) Nothing in this section limits the Privacy Act 1993.

    Section 371A: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

372 Fees

  • (1) The Governor-General may from time to time, by Order in Council, make regulations prescribing—

    • (a) fees or other amounts payable to the Registrar in respect of the performance of functions and the exercise of powers under this Act:

    • (b) amounts payable to the Registrar by way of penalty for failure to deliver a document to the Registrar within the time prescribed by this Act:

    • (c) fees or other amounts payable to the Registrar in respect of any other matter under this Act.

    (2) The Registrar may refuse to perform a function or exercise a power until the prescribed fee or amount is paid.

    (3) Any Order in Council made under subsection (1) may authorise the Registrar to waive, in whole or in part and on such conditions as may be prescribed, payment of any amount referred to in paragraph (b) of that subsection.

    (3A) If the Registrar declines to reserve a name or revokes the reservation of a name under section 22, the Registrar may remit the fee payable in respect of a subsequent application on behalf of the company to reserve a name.

    (3B) If the Registrar, under section 24(1), requires a company to change its name, no fee is payable in respect of an application for the reservation of a name or an application to change the name of the company.

    (4) Any fee or amount payable to the Registrar is recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.

    Compare: 1955 No 63 s 8; 1973 No 13 s 3; 1975 No 137 s 4

    Section 372(3A): inserted, on 1 July 1994, by section 45 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 372(3B): inserted, on 1 July 1994, by section 45 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

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