Companies Amendment Act (No 2) 2006

1: Title
This Act is the Companies Amendment Act (No 2) 2006.
2: Commencement
1: Sections 4(3) 5 to 13 16 17 Schedule
2: The rest of this Act comes into force on the day after the date on which it receives the Royal assent. Section 2(1) brought into force 29 February 2008 clause 2 Companies Amendment Act (No 2) 2006 Commencement Order (No 2) 2007 Section 2(1) brought into force 1 September 2007 clause 2(2) Companies Amendment Act (No 2) 2006 Commencement Order 2007 Section 2(1) brought into force 18 June 2007 clause 2(1) Companies Amendment Act (No 2) 2006 Commencement Order 2007
3: Principal Act amended
This Act amends the Companies Act 1993
4: Interpretation
1: Section 2(1) exempt company exempt company section 6A of the Financial Reporting Act 1993
2: Subsection (1)
a: accounting periods that have not ended at the commencement of that subsection; and
b: accounting periods that commence after the commencement of that subsection.
3: Section 2(1) annual report
a: means a report prepared under section 208
b: does not include a concise annual report concise annual report .
5: Qualifications of directors
1: Section 151(2) paragraph (f)
eb: a person who is prohibited from 1 or more of the following under an order made, or a notice given, under a law of a prescribed country, State, or territory outside New Zealand:
i: being a director of an overseas company:
ii: being a promoter of an overseas company:
iii: being concerned or taking part in the management of an overseas company: .
2: If, immediately before the commencement of this section, a person is a director of a company and is subject to an order or notice of a kind referred to in section 151(2)(eb) of the principal Act (as inserted by this section), the person is not disqualified from being a director of that company under that paragraph by reason of that order or notice.
6: New section 196A inserted
The following section is inserted after section 196
196A: Auditor is not required to audit financial statements of non-active company
If, by virtue of section 10A of the Financial Reporting Act 1993 section 10 of that Act .
7: New sections 209 to 209B substituted
Section 209
209: Obligation to make annual report available to shareholders
1: The board of a company must send to every shareholder of the company, not less than 20 working days before the date fixed for holding the annual meeting of shareholders,—
a: a copy of the annual report; or
b: a notice containing the statements specified in subsection (3)
2: Subsection (1) section 212
3: The notice referred to in subsection (1)(b)
a: a statement to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the annual report; and
b: a statement to the effect that the shareholder may obtain a copy of the annual report by electronic means; and
c: a statement as to how the shareholder may obtain a copy of the annual report by electronic means (for example, from a specified website address); and
d: a statement as to whether the board of the company has prepared, in relation to the same accounting period as the annual report, a concise annual report and, if so, a statement—
i: to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the concise annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the concise annual report; and
ii: to the effect that the shareholder may obtain a copy of the concise annual report by electronic means; and
iii: as to how the shareholder may obtain a copy of the concise annual report by electronic means (for example, from a specified website address).
4: The notice referred to in subsection (1)(b)
5: For the purposes of this section and sections 209A and 209B
a: in relation to a company that has, on the balance date of the company, no subsidiaries,—
i: financial statements for the accounting period and any auditor's report on those financial statements required under Part 11
ii: summary financial statements for the accounting period:
b: in relation to a company that has, on the balance date of the company, 1 or more subsidiaries,—
i: group financial statements for the accounting period and any auditor's report on those group financial statements required under Part 11
ii: summary financial statements for the accounting period prepared in relation to the group comprising the company and its subsidiaries.
6: For the purposes of subsection (5)
a: financial statements must be completed and signed in accordance with section 10 of the Financial Reporting Act 1993
b: group financial statements must be completed and signed in accordance with section 13 of the Financial Reporting Act 1993
c: summary financial statements must give a true and fair view of the matters to which they relate and comply with generally accepted accounting practice (as defined in section 3 of the Financial Reporting Act 1993
7: If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2)
209A: Board must send copy of annual report or concise annual report on request
1: If the board of a company has sent a notice to a shareholder under section 209(1)(b)
2: If a shareholder makes a request under subsection (1)
a: the request must be treated as a request by the shareholder to send to the shareholder each year a copy of the annual report under section 209(1)(a)
b: the board of the company must send to the shareholder each year a copy of the annual report under section 209(1)(a)
3: Subsection (4)
a: the board of a company has sent a notice to a shareholder under section 209(1)(b)
b: that notice states that the board has prepared a concise annual report; and
c: the shareholder, within 15 working days of receiving that notice, makes a request to the company to receive a copy of the concise annual report.
4: The board of the company must send to the shareholder a copy of the concise annual report, free of charge, as soon as practicable after receiving the request.
5: If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2)
209B: Annual report and concise annual report made available by electronic means
1: If the board of a company has sent a notice to a shareholder under section 209(1)(b)
a: a copy of the annual report is available in the manner described in the notice under section 209(3)(c) section 209(1)
b: the manner described in the notice under section 209(3)(c)
2: If the board of a company has sent a notice to a shareholder under section 209(1)(b)
a: ensure that a copy of the concise annual report is available in the manner described in the notice under section 209(3)(d)(iii) section 209(1)
b: ensure that the manner described in the notice under section 209(3)(d)(iii)
3: If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2)
8: Section 210 repealed
Section 210
9: New section 211A inserted
The following section is inserted after section 211
211A: Obligations to prepare and make available annual reports or financial statements do not apply to nonactive companies
If, under section 10A of the Financial Reporting Act 1993 section 10 of that Act
a: prepare an annual report under section 208
b: send or make available under sections 209 to 209B
10: Shareholders may elect not to receive documents
1: Section 212 Subject to section 210 A
2: Section 212
2: However, if a shareholder of a company purports to waive the right to receive both a copy of the annual report and a notice under section 209(1)(b),—
a: the purported waiver is invalid; and
b: the board of the company must, in accordance with section 209(1) section 209(1)(b)
11: New section 332A inserted
The following section is inserted after section 332
332A: Registrar may approve use of different form
1: The Registrar may, on the application of any person, approve the use, by the overseas company or companies that the Registrar may specify, of a form for the purposes of this Part that is different from that prescribed.
2: The Registrar may at any time revoke, in whole or in part, any approval given under subsection (1)
3: An application, notice, or other document given to the Registrar by an overseas company must be treated as having been given in the prescribed form if the Registrar has approved the use of the form by the overseas company under this section.
12: New section 343A inserted
The following section is inserted after section 343
343A: Overseas company not required to provide information, notice, or document in certain circumstances
An overseas company is not required to give information, notice of information, or a copy of a document to the Registrar under this Part if—
a: the overseas company is incorporated in a prescribed country, State, or territory outside New Zealand; and
b: the information or a copy of the document has been given to, or is held by, a body or person in that country, State, or territory whose functions correspond to those of the Registrar; and
c: the information or document is of a class that is prescribed for the purposes of this section.
13: Penalties that may be imposed on directors in cases of failure by board or company to comply with Act
Section 374(2) paragraphs (21) (22)
21: section 209(7)
22: section 209A(5)
22A: section 209B(3) .
14: Court may disqualify directors
Section 383(1) paragraph (c)
ca: a person has been prohibited in a country, State, or territory outside New Zealand from carrying on activities that the Court is satisfied are substantially similar to being a director or promoter of or being concerned or taking part in the management of a body corporate; or .
15: Regulations
1: Section 395 paragraph (c)
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 .
2: Section 395
2: Different forms for the purposes of this Act may be prescribed for different classes of persons.
16: Consequential amendments to
Securities Markets Act 1988
1: This section amends the Securities Markets Act 1988
2:
3: Section 35F(2)(a) Securities Markets Amendment Act 2006
ii: the notice sent under that section; and . SR 2007/370 2008-02-29 Section 35F(2)(a)(ii)
4: Subsection (2) is repealed when subsection (3) comes into force. SR 2007/370 2008-02-29 Section 16(2) Section 16(2) repealed 29 February 2008 section 16(4)
17: Other consequential amendments
The enactments specified in the Schedule are amended in the manner set out in that Schedule.