Companies Act 1993 Amendment Act 2001

1: Title
1: This Act is the Companies Act 1993 Amendment Act 2001.
2: In this Act, the Companies Act 1993 the principal Act
2: Commencement
This Act comes into force on the day after the date on which it receives the Royal assent.
3: Rights and powers attaching to shares
Section 36(2) section 44 or section 107(2)
4: New
section 40 The principal Act is amended by repealing section 40
40: Contracts for issue of shares
A contract or deed under which a company is or may be required to issue shares, whether on the exercise of an option or on the conversion of securities or otherwise, is an illegal contract for the purposes of the Illegal Contracts Act 1970
a: the board is entitled to issue the shares; and
b: either—
i: the board has complied with section 47 or section 49
ii: all entitled persons agree or concur with the issue of the shares under section 107(2)
iii: the contract or deed expressly provides that the contract or deed is subject to—
A: the board complying with section 47 or section 49
B: all entitled persons agreeing to or concurring with the issue of the shares under section 107(2)
5: Transfer of shares under approved system
Section 85(1) paragraph (c)
c: either—
i: the Act or the constitution expressly permits the board to refuse or delay registration for the reasons stated; or
ii: any identification number assigned to the shares or issued to the holder of the shares under a system of transfer approved under section 7 of the Securities Transfer Act 1991
6: Share certificates
Section 95(2) of this section or subsection (5)
7: Unanimous assent to certain types of action
Section 107(1)(c) 58 59
8: Resolution in lieu of meeting
Section 122(3A) For the purposes of subsection (2) Any resolution in writing under this section
9: Meaning of director
Section 126(1) paragraphs (b) (c) and 301 of this Act 301, 383, and 385
10: Major transactions
Section 129(2A) paragraph paragraph (b)
11: Disclosure of interest
Section 140(2) or and, if the company has more than 1 director,
12: New
section 258A The principal Act is amended by inserting, after section 258
258A: Duty to notify suspected offences
1: A liquidator of a company who considers that an offence that is material to the liquidation has been committed by the company or any director of the company against this Act or any of the following Acts must report that fact to the Registrar:
a: the Companies Act 1955
b: the Crimes Act 1961
c: the Securities Act 1978
d: the Financial Reporting Act 1993
e: the Takeovers Act 1993
2: A report made under subsection (1)
3: A liquidator who fails to comply with subsection (1) section 373(2)
13: Power to obtain documents and information
Section 261 subsection (6)
6A: A person who fails to comply with a notice given under this section commits an offence and is liable on conviction to the penalty set out in section 373(3)
14: Penalty for failure to comply with Act
1: Section 373(2) paragraph (m)
ma: section 258A(2) .
2: Section 373(3) paragraphs (a) (b)
a: section 261(6A)
b: section 273(2)
c: section 274(2)
15: Registrar may prohibit persons from managing companies
Section 385 subsection (5)
5: The Registrar must not exercise the power conferred by subsection (3)
a: not less than 10 working days' notice of the fact that the Registrar intends to consider the exercise of it is given to the person; and
b: the Registrar considers any representations made by the person.