New Zealand Companies Act 1993 - Miscellaneous

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

Part 22 Miscellaneous

387 Service of documents on companies in legal proceedings

  • (1) A document, including a writ, summons, notice, or order, in any legal proceedings may be served on a company as follows:

    • (a) by delivery to a person named as a director of the company on the New Zealand register; or

    • (b) by delivery to an employee of the company at the company's head office or principal place of business; or

    • (c) by leaving it at the company's registered office or address for service; or

    • (d) by serving it in accordance with any directions as to service given by the court having jurisdiction in the proceedings; or

    • (e) in accordance with an agreement made with the company; or

    • (f) by serving it at an address for service given in accordance with the rules of the court having jurisdiction in the proceedings or by such means as a solicitor has, in accordance with those rules, stated that the solicitor will accept service.

    (2) The methods of service specified in subsection (1) are the only methods by which a document in legal proceedings may be served on a company in New Zealand.

    Section 387(1)(e): amended, on 3 June 1998, by section 19 of the Companies Amendment Act 1998 (1998 No 31).

    Section 387(1)(f): inserted, on 3 June 1998, by section 19 of the Companies Amendment Act 1998 (1998 No 31).

388 Service of other documents on companies

  • (1) A document, other than a document in any legal proceedings, may be served on a company as follows:

    • (a) by any of the methods set out in paragraph (a) or paragraph (b) or paragraph (c) or paragraph (e) of subsection (1) of section 387; or

    • (b) by posting it to the company's registered office or address for service or delivering it to a box at a document exchange which the company is using at the time; or

    • (c) by sending it by facsimile machine to a telephone number used for the transmission of documents by facsimile at the company's registered office or address for service or its head office or principal place of business.

    (2) Subsection (1) is subject to section 391(3A) to (3C).

    Section 388(2): inserted, on 31 August 2012, by section 8 of the Companies Amendment Act (No 2) 2012 (2012 No 60).

389 Service of documents on overseas companies in legal proceedings

  • (1) A document, including a writ, summons, notice, or order, in any legal proceedings may be served on an overseas company in New Zealand as follows:

    • (a) by delivery to a person named in the overseas register as a director of the overseas company and who is resident in New Zealand; or

    • (b) by delivery to a person named in the overseas register as being authorised to accept service in New Zealand of documents on behalf of the overseas company; or

    • (c) by delivery to an employee of the overseas company at the overseas company's place of business in New Zealand or, if the overseas company has more than 1 place of business in New Zealand, at the overseas company's principal place of business in New Zealand; or

    • (d) by serving it in accordance with any directions as to service given by the court having jurisdiction in the proceedings; or

    • (e) in accordance with an agreement made with the overseas company.

    (2) The methods of service specified in subsection (1) are the only methods by which a document in legal proceedings may be served on an overseas company in New Zealand.

390 Service of other documents on overseas companies

  • (1) A document, other than a document in any legal proceedings, may be served on an overseas company as follows:

    • (a) by any of the methods set out in paragraph (a) or paragraph (b) or paragraph (c) or paragraph (e) of subsection (1) of section 389; or

    • (b) by posting it to the address of the overseas company's principal place of business in New Zealand or delivering it to a box at a document exchange which the overseas company is then using at the time; or

    • (c) by sending it by facsimile machine to a telephone number used for the transmission of documents by facsimile at the principal place of business in New Zealand of the overseas company.

    (2) Subsection (1) is subject to section 391(3A) to (3C).

    Section 390(2): inserted, on 31 August 2012, by section 9 of the Companies Amendment Act (No 2) 2012 (2012 No 60).

391 Service of documents on shareholders and creditors

  • (1) A notice, statement, report, accounts, or other document to be sent to a shareholder or creditor who is a natural person may be—

    • (a) delivered to that person; or

    • (b) posted to that person's address or delivered to a box at a document exchange which that person is using at the time; or

    • (c) sent by facsimile machine to a telephone number used by that person for the transmission of documents by facsimile.

    (2) A notice, statement, report, accounts, or other document to be sent to a shareholder or creditor that is a company or an overseas company may be sent by any of the methods of serving documents referred to in section 388 or section 390, as the case may be, of this Act.

    (3) A notice, statement, report, accounts, or other document to be sent to a creditor that is a body corporate, not being a company or an overseas company, may be—

    • (a) delivered to a person who is a principal officer of the body corporate; or

    • (b) delivered to an employee of the body corporate at the principal office or principal place of business of the body corporate; or

    • (c) delivered in such manner as the court directs; or

    • (d) delivered in accordance with an agreement made with the body corporate; or

    • (e) posted to the address of the principal office of the body corporate or delivered to a box at a document exchange which the body corporate is using at the time; or

    • (f) sent by facsimile machine to a telephone number used for the transmission of documents by facsimile at the principal office or principal place of business of the body corporate.

    (3A) Despite subsections (1) to (3), a shareholder or creditor may notify the company—

    • (a) that the shareholder or creditor wishes to receive documents by electronic means; and

    • (b) of the electronic address to which documents are to be delivered.

    (3B) Notification in accordance with subsection (3A) may be made in respect of a particular notice, statement, report, set of accounts, or other document, or in respect of all documents to be served.

    (3C) If a shareholder or creditor notifies the company under subsection (3A), the company must send documents by electronic means in accordance with the notification, whether or not the documents are also sent by another method.

    (4) Where a liquidator sends documents—

    • (a) to the last known address of a shareholder or creditor who is a natural person; or

    • (b) to the address for service of a shareholder or creditor that is a company—

    and the documents are returned unclaimed 3 consecutive times, the liquidator need not send further documents to the shareholder or creditor until the shareholder or creditor gives notice to the company of its new address.

    Section 391(3A): inserted, on 31 August 2012, by section 10 of the Companies Amendment Act (No 2) 2012 (2012 No 60).

    Section 391(3B): inserted, on 31 August 2012, by section 10 of the Companies Amendment Act (No 2) 2012 (2012 No 60).

    Section 391(3C): inserted, on 31 August 2012, by section 10 of the Companies Amendment Act (No 2) 2012 (2012 No 60).

392 Additional provisions relating to service

  • (1) Subject to subsection (2), for the purposes of sections 387 to 391,—

    • (a) if a document is to be served by delivery to a natural person, service must be made—

      • (i) by handing the document to the person; or

      • (ii) if the person refuses to accept the document, by bringing it to the attention of, and leaving it in a place accessible to, the person:

    • (b) a document posted or delivered to a document exchange is deemed to be received 5 working days, or any shorter period as the court may determine in a particular case, after it is posted or delivered:

    • (c) a document sent by facsimile machine is deemed to have been received on the working day following the day on which it was sent:

    • (d) in proving service of a document by post or by delivery to a document exchange, it is sufficient to prove that—

      • (i) the document was properly addressed; and

      • (ii) all postal or delivery charges were paid; and

      • (iii) the document was posted or was delivered to the document exchange:

    • (e) in proving service of a document by facsimile machine, it is sufficient to prove that the document was properly transmitted by facsimile machine to the person concerned.

    (2) A document is not to be deemed to have been served or sent or delivered to a person if the person proves that, through no fault on the person's part, the document was not received within the time specified.

393 Privileged communications

  • (1) Subject to subsection (2), nothing in this Act requires a legal practitioner to disclose a privileged communication.

    (2) Nothing in subsection (1) applies to a communication made to or by a person referred to in section 261(2)(f) while acting or having acted as a solicitor for a company to which that section applies and which that person is required to disclose under section 261(3).

    (3) For the purposes of this section, a communication is a privileged communication only if—

    • (a) it is a confidential communication, whether oral or written, passing between—

      • (i) a legal practitioner in his or her professional capacity and another legal practitioner in that capacity; or

      • (ii) a legal practitioner in his or her professional capacity and his or her client,—

      whether made directly or indirectly through an agent; and

    • (b) it is made or brought into existence for the purpose of obtaining or giving legal advice or assistance; and

    • (c) it is not made or brought into existence for the purpose of committing or furthering the commission of an illegal or wrongful act.

    (4) If the information or document consists wholly of payments, income, expenditure, or financial transactions of a specified person (whether a legal practitioner, his or her client, or any other person), it is not a privileged communication if it is contained in, or comprises the whole or part of, a book, account, statement or other record prepared or kept by the legal practitioner in connection with a trust account of the legal practitioner within the meaning of section 6 of the Lawyers and Conveyancers Act 2006.

    (5) The court may, on the application of any person, determine whether or not a claim of privilege is valid and may, for that purpose, require the information or document to be produced.

    (6) For the purposes of this section, the term legal practitioner means a barrister or solicitor of the High Court, and references to a legal practitioner include a firm or an incorporated law firm (within the meaning of the Lawyers and Conveyancers Act 2006) in which he or she is, or is held out to be, a partner, director, or shareholder.

    Compare: 1990 No 51 s 24

    Section 393(4): amended, on 1 August 2008, by section 348 of the Lawyers and Conveyancers Act 2006 (2006 No 1).

    Section 393(6): replaced, on 1 August 2008, by section 348 of the Lawyers and Conveyancers Act 2006 (2006 No 1).

394 Directors' certificates

  • A requirement imposed by any provision of this Act that directors of a company must sign a certificate is complied with if the directors who are required to sign the certificate—

    • (a) sign the same certificate; or

    • (b) sign separate certificates in the same terms.

395 Regulations

  • (1) The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following purposes:

    • (a) prescribing forms for the purposes of this Act; and those regulations may require—

      • (i) the inclusion in, or attachment to, forms of specified information or documents:

      • (ii) forms to be signed by specified persons:

    • (b) prescribing requirements, not inconsistent with this Act, with which documents delivered for registration must comply:

    • (c) regulating, in a manner not inconsistent with this Act, the conduct of liquidations:

    • (ca) prescribing countries, States, or territories outside New Zealand for the purposes of section 151(2)(eb):

    • (cb) prescribing requirements for the preparation of concise annual reports:

    • (cc) prescribing countries, States, or territories outside New Zealand for the purposes of section 343A:

    • (cd) prescribing classes of information or documents for the purposes of section 343A:

    • (d) providing for such other matters as are contemplated by or necessary for giving effect to the provisions of this Act and for its due administration.

    (2) Different forms for the purposes of this Act may be prescribed for different classes of persons.

    Section 395(1)(ca): inserted, on 22 November 2006, by section 15(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 395(1)(cb): inserted, on 22 November 2006, by section 15(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 395(1)(cc): inserted, on 22 November 2006, by section 15(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 395(1)(cd): inserted, on 22 November 2006, by section 15(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 395(2): inserted, on 22 November 2006, by section 15(2) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

396 Summary Proceedings Act 1957 amended

  • Amendment(s) incorporated in the Act(s).

397 Securities Transfer Act 1991 amended

  • Amendment(s) incorporated in the Act(s).

398 Act subject to application of Cape Town Convention and Aircraft Protocol

  • (1) Parts 14, 15, 15A, and 16 and all other provisions of this Act are subject to section 106 of the Civil Aviation Act 1990 (which provides for the primacy of the provisions of the Cape Town Convention and the Aircraft Protocol) and the rest of Part 12 of the Civil Aviation Act 1990 (which implements the Cape Town Convention and the Aircraft Protocol).

    (2) In this section,—

    Aircraft Protocol has the same meaning as in section 104(1) of the Civil Aviation Act 1990

    Cape Town Convention has the same meaning as in section 104(1) of the Civil Aviation Act 1990.

    Section 398: inserted, on 1 November 2010, by section 14(1) of the Civil Aviation (Cape Town Convention and Other Matters) Amendment Act 2010 (2010 No 42).

399 Companies Act 1955 continues to apply for limited purposes

  • (1) The Companies Act 1955 continues to apply in respect of every winding up or liquidation of a company commenced before the close of 30 June 1997.

    (2) Section 42(3) to (7) of the Companies Amendment Act 1993 continue to apply in respect of every company to which those subsections applied immediately before the repeal of the Companies Act 1955.

    (3) Part 6A of the Companies Act 1955 continues to apply in respect of every company that, immediately before the repeal of that Act, was subject to any action under that Part of that Act to remove the company from the register, or had been removed from the register.

    (4) Subsections (1) to (3) apply despite the repeal of the Companies Act 1955 by the Companies Act Repeal Act 1993.

    (5) Nothing in subsection (1) applies in relation to section 290 of the Companies Act 1955.

    (6) In this section and section 400, company and register have the same meanings as those terms had under the Companies Act 1955 immediately before its repeal.

    Compare: 1993 No 126 s 3

    Section 399: inserted, on 5 December 2013, by section 11 of the Companies Amendment Act 2013 (2013 No 111).

400 Companies restored to register or that have ceased to be in liquidation may be reregistered

  • (1) This section applies to a company that, but for the repeal of the Companies Reregistration Act 1993, would have been deemed to have been reregistered under this Act in accordance with section 13A or 13B of the Companies Reregistration Act 1993 (which relate to companies that have been restored to the register or that have ceased to be in liquidation).

    (2) Sections 12 and 13A to 15 and the Schedule of the Companies Reregistration Act 1993 continue to apply to the company as if the Companies Amendment Act 2013 had not been enacted.

    Section 400: inserted, on 5 December 2013, by section 11 of the Companies Amendment Act 2013 (2013 No 111).

401 References to companies incorporated under Companies Act 1955

  • A reference in any enactment to a company incorporated under the Companies Act 1955 or to which that Act applies must, unless the context otherwise requires, be read as including a company registered under this Act or to which this Act applies.

    Section 401: inserted, on 5 December 2013, by section 11 of the Companies Amendment Act 2013 (2013 No 111).

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