Companies Amendment Act (No 2) 2004

1: Title
1: This Act is the Companies Amendment Act (No 2) 2004.
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: Interpretation
Section 2(3)(b) capital capital,
4: Redemption at option of shareholder
Section 74(1)(c) sum consideration
5: Company must satisfy solvency test
Section 77(6)
a: by inserting in the definition of assets, after the expression section 76 or section 107(1)(e)
b: by inserting in the definition of liabilities section 76 or section 107(1)(e)
6: Company to satisfy solvency test
1: Section 108(5)(a) at any time under section 76 or section 107(1)(e)
2: Section 108(5)(b) the financial assistance financial assistance under section 76 or section 107(1)(e)
7: Management review by shareholders
1: Section 109(2) subsection (3) of this section subsections (2A) and (3)
2: Section 109 subsection (2)
2A: The provisions of Schedule 1
8: Major transactions
1: Section 129(2) paragraph (c) major transaction liabilities , including contingent liabilities,
2: Section 129 subsection (2A)
2B: In assessing the value of any contingent liability for the purposes of paragraph (c) major transaction subsection (2)
a: must have regard to all circumstances that the directors know, or ought to know, affect, or may affect, the value of the contingent liability; and
b: may rely on estimates of the contingent liability that are reasonable in the circumstances; and
c: may take account of—
i: the likelihood of the contingency occurring; and
ii: any claim the company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
9: New
section 193A The principal Act is amended by inserting, after section 193
193A: Rectification or correction of address for service
1: This section applies if the address for service of a company is rectified or corrected under section 360A or section 360B
2: The rectification or correction takes effect at the time that the rectification or correction is made to the New Zealand register.
10: Appointment of auditors
Section 196 subsection (3)
3A: An auditor may resign at any time by giving written notice to the board of the company, and the company must, as soon as practicable, notify its shareholders of the auditor's resignation.
3B: If a company fails to comply with subsection (3A) section 374(2)
11: Auditor not seeking reappointment
1: The heading to section 203 or resigning
2: Section 203 subsection (1)
1: If an auditor gives the board of a company written notice that he or she does not wish to be reappointed or of his or her resignation, the board must, if requested to do so by that auditor,—
a: distribute, as soon as practicable, to all shareholders, at the expense of the company, a written statement of the auditor's reasons for his or her wish not to be reappointed or for his or her resignation; or
b: permit the auditor or his or her representative to explain at a shareholders' meeting the reasons for his or her wish not to be reappointed or for his or her resignation.
12: Sending of annual report to shareholders
1: Section 209(1) Subject to subsection (2) of this section Subject to section 212
2: Section 209(2)
13: New
section 210 The principal Act is amended by repealing section 210
210: Information for shareholders who elect not to receive annual report
1: A shareholder of a company who has elected under section 212
a: financial statements (including any group financial statements) and any auditor's report required under Part 11
b: summary financial statements, if any.
2: The board of a company must cause the documents referred to in subsection (3) section 212
a: has not made any election under subsection (1)
b: has made an election under subsection (1)(b)
3: The documents required to be sent under subsection (2) Part 11
4: Any documents required to be sent under subsection (1) or subsection (2)
5: The financial statements and group financial statements required by this section to be sent to a shareholder must be for the most recently completed accounting period and must be completed and signed in accordance with section 10 or section 13 of the Financial Reporting Act 1993
6: Any summary financial statements must give a true and fair summary of the matters to which they relate and must 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)
14: Inspection of company records by shareholders
Section 216(1)(b) financial statements, summary financial statements (if any),
15: Grounds for removal from register
1: Section 318(1) ; or
f: the company has failed to pay the fee prescribed by regulations for the application for registration of the company under section 12
2: Section 318 subsection (3)
3A: The Registrar must remove a company from the New Zealand register under subsection (1)(f)
a: the Registrar has complied with section 319
b: the fee prescribed by regulations for the application for registration of the company under section 12 section 319
16: Notice of intention to remove where company has ceased to carry on business
1: The heading to section 319 or application fee not paid
2: Section 319(1) section 318(1)(b) or (f)
3: Section 319(2) paragraph (a)
ab: if section 318(1)(f) section 12 .
4: Section 319(2)(b) state that, if section 318(1)(b)
5: Section 319(3)(c) the date by which if section 318(1)(b)
17: Notice of intention to remove in other cases
1: Section 320(1) section 318(1)(c) or (d)
2: Section 320 subsection (2)
2: If a company is to be removed from the register under section 318(1)(e) subsection (4)
18: Objection to removal from register
Section 321
3: An objection to the removal of a company from the New Zealand register cannot be made under this section if the ground for removal is that specified in section 318(1)(f)
19: New
section 339A The principal Act is amended by inserting, after section 339
339A: Rectification or correction of name or address of person authorised to accept service
1: This section applies if the name or address of a person resident or incorporated in New Zealand who is authorised to accept service in New Zealand of documents on behalf of an overseas company is rectified or corrected under section 360A or section 360B
2: The rectification or correction takes effect at the time that the rectification or correction is made to the overseas register.
20: New
sections 360A 360B The principal Act is amended by inserting, after section 360
360A: Rectification or correction of New Zealand register and overseas register
1: The Registrar may,—
a: on the application of any person, rectify the New Zealand register or the overseas register if the Registrar is satisfied that any information has been wrongly entered in, or omitted from, the New Zealand register or the overseas register; or
b: if it appears to the Registrar that any particulars have been incorrectly entered in the New Zealand register or the overseas register due to a clerical error by the Registrar, correct those particulars.
2: Before the Registrar rectifies the New Zealand register or the overseas register under subsection (1)(a)
a: give written notice to the company or overseas company that an application has been made to rectify the New Zealand register or the overseas register in relation to that company or overseas company (including details of that application); and
b: give public notice setting out—
i: the name of the applicant; and
ii: the name of the company or overseas company; and
iii: the reasons for and details of the changes sought to be made to the New Zealand register or the overseas register; and
iv: the date by which a written objection to the proposed rectification must be delivered to the Registrar, being a date not less than 20 working days after the date of the notice.
3: Any person may deliver to the Registrar, not later than the date specified in accordance with subsection (2)(b)(iv)
4: The Registrar must not rectify the New Zealand register or the overseas register if the Registrar receives a written objection to the proposed rectification by the date specified unless the Registrar is satisfied that the objection has been withdrawn.
360B: Powers of Court
1: If an objection to a proposed rectification is received by the Registrar under section 360A(3)
2: If an application for an order is made under subsection (1)
a: the applicant must, as soon as practicable, serve notice of the application on the Registrar; and
b: the Registrar may appear and be heard in relation to the application.
3: On an application for an order under subsection (1)
21: Penalties that may be imposed on directors in cases of failure by board or company to comply with Act
1: Section 374(2) paragraph (16)
16A: section 196(3B) .
2: Section 374(2) paragraph (22) 210(2) 210(7)
22: Schedule 1
1: Clause 9(4) the board may the board must
2: Clause 9 subclause (6)
6: The board is not required to include in or with the notice given by the board—
a: any part of a statement prepared by a shareholder that the directors consider to be defamatory (within the meaning of the Defamation Act 1992
b: any part of a proposal or resolution prepared by a shareholder that the directors consider to be defamatory (within the meaning of the Defamation Act 1992
23: Schedule 2 Schedule 2 paragraph (d)
da: section 49 .
24: Schedule 6 Schedule 6
o: change the registered office or address for service of the company.