The New Zealand Companies Act 1993 summarises the rules and regulations in regards to New Zealand Company Law. You will find below the key extracts from the New Zealand Companies Act along with the full act.
The registered name of a company must end with the word “Limited” or the words “Tāpui (Limited)” if the liability of the shareholders of the company is limited.
22. The Registrar must not reserve a name that is identical or almost identical to the name of another company; or that is identical or almost identical to a name that the Registrar has already reserved under this Act and that is still available for registration; or that, in the opinion of the Registrar, is offensive.
A company must always have a registered office in New Zealand. If the registered office is at the offices of any firm of chartered accountants, barristers and solicitors, or any other person, state that the registered office of the company is at the offices of that firm or person; and particulars of the location in any building of those offices
A company may but does not have to have a constitution.
§27. If a company has a constitution, the company, the board, each director, and each shareholder of the company have the rights, powers, duties, and obligations set out in this Act except to the extent that they are negated or modified, in accordance with this Act, by the constitution of the company.
(1) The business and affairs of a company must be managed by, or under the direction or supervision of, the board of the company.
(2) The board of a company has all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the company.
§131 (1)Subject to this section, a director of a company, when exercising powers or performing duties, must act in good faith and in what the director believes to be the best interests of the company.
§169. 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.
(1) Except where the constitution of a company provides that the liability of the shareholders of the company is unlimited, a shareholder is not liable for an obligation of the company by reason only of being a shareholder.
(2) the liability of a shareholder to the company is limited to—
(1) Subject to the constitution of the company, different classes of shares may be issued in a company.
(2) shares in a company may—
38. A share must not have a nominal or par value.
The court may, on the application of a director, shareholder, creditor, registrar or liquidator order that a company that has been removed from the New Zealand register be restored to the register if it is satisfied that, at the time the company was removed from the register,—