Companies Act 1993

• Jurisdiction: New Zealand
• Reference: 1993 No 105
• Citation: 1993 No 105
• Record Number: DLM319569
• Act Number: 105
• Type of Document: Act

Contenidos

• Companies Act 1993
• Preamble
• Contents
• 1 Short Title and commencement
• Part 1
• 2 Interpretation
• 3 Public notice
• 4 Meaning of solvency test
• 5 Meaning of holding company and subsidiary
• 6 Extended meaning of subsidiary
• 7 Control defined
• 8 Certain matters to be disregarded
• 8A Transitional, savings, and related provisions
• 9 Act binds the Crown
• Part 2
• 10 Essential requirements
• 11 Right to apply for registration
• 12 Application for registration
• 13 Registration
• 14 Certificate of incorporation
• 15 Separate legal personality
• Part 3
• 16 Capacity and powers
• 17 Validity of actions
• 18 Dealings between company and other persons
• 19 No constructive notice
• Part 4
• 20 Name to be reserved
• 21 Name of company if liability of shareholders limited
• 22 Application for reservation of name
• 23 Change of name
• 24 Direction to change name
• 25 Use of company name
• Part 5
• 26 No requirement for company to have constitution
• 27 Effect of Act on company having constitution
• 28 Effect of Act on company not having constitution
• 29 Form of constitution
• 30 Contents of constitution
• 31 Effect of constitution
• 32 Adoption, alteration, and revocation of constitution
• 33 New form of constitution
• 34 Court may alter constitution
• Part 6
• 35 Legal nature of shares
• 36 Rights and powers attaching to shares
• 37 Types of shares
• 38 No nominal value
• 39 Transferability of shares
• 40 Contracts for issue of shares
• 41 Issue of shares on registration and amalgamation
• 42 Issue of other shares
• 43 Notice of share issue
• 44 Shareholder approval for issue of shares
• 45 Pre-emptive rights
• 46 Consideration for issue of shares
• 46A Consideration for issue of shares on registration
• 47 Consideration to be decided by board
• 48 Exceptions to section 47
• 49 Consideration in relation to issue of options and convertible financial products
• 50 Consent to issue of shares
• 51 Time of issue of shares
• 52 Board may authorise distributions
• 53 Dividends
• 54 Shares in lieu of dividends
• 55 Shareholder discounts
• 56 Recovery of distributions
• 57 Reduction of shareholder liability a distribution
• 58 Company may acquire its own shares
• 59 Acquisition of company's own shares
• 60 Board may make offer to acquire shares
• 61 Special offers to acquire shares
• 62 Disclosure document
• 63 Stock exchange acquisitions subject to prior notice to shareholders
• 64 Disclosure document
• 65 Stock exchange acquisitions not subject to prior notice to shareholders
• 66 Cancellation of shares repurchased
• 67 Enforceability of contract to repurchase shares
• 67A Company may hold its own shares
• 67B Rights and obligations of shares company holds in itself suspended
• 67C Reissue of shares company holds in itself
• 68 Meaning of redeemable
• 69 Redemption at option of company
• 70 Company must satisfy solvency test
• 71 Special redemption of shares
• 72 Disclosure document
• 73 Cancellation of shares redeemed
• 74 Redemption at option of shareholder
• 75 Redemption on fixed date
• 76 Financial assistance
• 77 Company must satisfy solvency test
• 78 Special financial assistance
• 79 Disclosure document
• 80 Financial assistance not exceeding 5% of shareholders' funds
• 81 Enforceability of transactions
• 82 Subsidiary may not hold shares in holding company
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