Companies Act 1993 (1993 No 105). Pays/Territoire Nouvelle-Zélande Type du document Législation Date 1993 (2021) Source FAO, FAOLEX Titre completAn Act to reform the law relating to companies, and, in particular,(a) to reaffirm the value of the company as a means of achieving economic and social benefits through the aggregation of capital for productive purposes, the spreading of economic risk, and the taking of business risks; and (b) to provide basic and adaptable requirements for the incorporation, organisation, and operation of companies; and (c) to define the relationships between companies and their directors, shareholders, and creditors; and (d) to encourage efficient and responsible management of companies by allowing directors a wide discretion in matters of business judgment while at the same time providing protection for shareholders and creditors against the abuse of management power; and (e) to provide straightforward and fair procedures for realising and distributing the assets of insolvent companies. Sujet Général Mot clé Législation de base Commerce/industrie/sociétés Droits de propriété intellectuelle/brevets Infractions/sanctions Enregistrement Inspection Aire géographique Asie et Pacifique, Australie et Nouvelle-Zélande, Océanie, Pacifique Sud Entry into force notes This Act shall come into force on 1 July 1994. Résumé The Companies Act is organised in 22 Parts and 13 Schedules. Part 1 contains preliminary provisions and provides for meaning of public notice, solvency test, holding company and subsidiary, etc. Part 2 lays down the incorporation discipline; it lists essential requirements, method of incorporation and affirms the separate legal personality principle under which a company is a legal entity in its own right separate from its shareholders and continues in existence until it is removed from the New Zealand register. Part 3, 4 and 5 regulate respectively capacity, powers, and validity of actions of companies, company names and company constitution. Part 6 concerns shares and debentures and provides details on legal nature of shares, rights and powers attaching to shares, types of shares, transferability of shares, contracts for issue of shares and other rules on issuing shares, distribution to shareholders, redemption of shares, and situation where the company can acquire its own shares. Part 7 is on rights and obligations of shareholders and Part 8 encompasses powers and duties of directors. Part 9 is on enforcement. Part 10, 11 and 12 lay down rules for administration of companies, records keeping and financial reporting, and disclosure to stakeholders. Part 13, 14 and 15 regulate amalgamation and compromises with creditors. Part 15A voluntary administration. Part 16 the process of liquidation and Part 17 removal from New Zealand register. Part 18 and 19 concerns oversees companies and transfer of registration, including Registration of overseas companies as companies under this Act and Transfer of registration of companies to other jurisdictions. Part 20 regulates the role of the Registrar of Companies and the powers. Part 21 is offences and penalties, and Part 22 Miscellaneous provisions and amendments Texte intégral Anglais Site web www.legislation.govt.nz Références - Législation Amendé par Holidays Act (2003 No 129). Législation | Nouvelle-Zélande | 2003 (2021) Mot clé: Commerce/industrie/sociétés, Cour/tribunaux, Collecte de données/déclarations, Mise en application, Droits de l'homme, Infractions/sanctions, Santé publique, Protection sociale, Droits acquis/droits préexistants Source: FAO, FAOLEX