New Zealand Companies Act 1993 – Company Law

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.

Company Name

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.

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.

Registered Office

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

Constitution

A company may but does not have to have a constitution.

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.

Directors

The business and affairs of a company must be managed by, or under the direction or supervision of, the board of the company.

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.

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.

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.

Shareholders

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.

The liability of a shareholder to the company is limited to:

• any amount unpaid on a share held by the shareholder:
• any liability expressly provided for in the constitution of the company:
• any liability under sections 131 to 137 that arises by reason of section 126(2):
• any liability to repay a distribution received by the shareholder to the extent that the distribution is recoverable under section 56:
• any liability under section 100.

Certificate of Good Standing

A Certificate of Good Standing confirms a New Zealand company has a status of good standing with the New Zealand Office of Companies under the New Zealand Companies Act 1993.

The certificate is an official registry document, accepted by authorities and institutions as proof of continuing good standing of a New Zealand company.

Company Restoration

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:

• the company was still carrying on business or other reason existed for the company to continue in existence; or
• the company was a party to legal proceedings; or
• the company was in receivership, or liquidation, or both; or
• the applicant was a creditor, or a shareholder, or a person who had an undischarged claim against the company; or
• the applicant believed that a right of action existed, or intended to pursue a right of action