We recommend that a company has a constitution for two main reasons. Mason v lewisdecision holding that the test for determining what reckless trading under section 5 of the companies act 1993 is an objective one. Agnes mckay this book is for the people involved with, or interested in companies, and how they should operate. The book contains relevant statutes, regulations, notices and orders incorporating amendments enacted up to 1 january 2018 and includes.
Other resources, the conflict of laws in new zealand. Directors have responsibilities to their company and shareholders, and under the companies act 1993. Find details of nz companies and overseas companies operating in new zealand, and get help to comply with the legal obligations all companies must meet. Ross r i ihe companies act 1993, which came into effect on 1 july 1994, provides for greater flexibility for corporate operations and for corporate restructur j l ing in new zealand. Other potential options for companies include voluntary administration, receivership and statutory management. Legislation is available for free on new zealand legislation. It is registered to carry out business in australia under abn 70 000 312 685. Mason v lewis decision holding that the test for determining what reckless trading under section 5 of the companies act 1993 is an objective one. Designed as a guide for students of company law, this practical book will also be of use to business professionals and their. It provides a basic, easytoread, practical guide on current company law in new zealand. In particular, it addresses the changes flowing from the creation of the financial markets authority and the passage of the financial markets conduct act 20, including the downstream amendments to the companies act 1993 new part 11 and the companies amendment act 2014. The financial reporting act of 1993 was enacted in new zealand as part of a wider package of company law reform.
But travel agents remain responsible for their own work, and must carry it out according to the standard of reasonable care and skill required by the consumer guarantees act. The companies act is an act of parliament passed in new zealand in 1993 the act regulates companies, and replaces the earlier companies act of 1955. Many of the following duties are not limited to those actually on the board of directors. New zealands companies act 1993 and common law impose duties and liabilities on the directors of a company. Compromises, arrangements and amalgamations are also discussed. A convenient and comprehensive set of companies legislation for practitioners and business people. The travel agent who handles the bookings has the job of arranging the contract. New zealand company law guide practical guidance for accountants, lawyers and company directors or administrators on the legal issues surrounding the operation of a company. New zealands commercial legal publishers generally use the commercial style. This book contains key company law statutes and regulations. Section 20 of the companies act 1993 nz provides that the registrar of companies may not register a company unless its name has first been reserved. The statutory framework section 129 of the companies act 1993 the act was proposed by the new zealand law commission in 1989 as both a regulatory and governance strategy. Incorporation and listing about air new zealand air new.
When you book a plane ticket or a hotel room, your contract is with the airline or hotel. Commercial applications of company law in new zealand on. Nothing in subsection 1 applies to a charge given by a company that secures the unpaid purchase price of property, whether or not the charge is given over that property, if the instrument creating the charge is executed not later than 30 days after the sale of the property or, in the case of the sale of an estate or interest in land, not later than 30 days after the final settlement of the sale. Reviewed by andrew beck for many years there was a dearth of treatises on new zealand company law. This edition is consolidated to 1 january 2016 and includes. The brevity of the statutory provisions is both a strength and weakness of the regime. The latest on the most extensive range of legal journals in the australian market, along with articles, news, submission requirements and more. Duties of directors under the companies act 1993 in this and future editions of the legal lounge i will outline some of the statutory duties and obligations that apply to directors and officers of corporate entities under a variety of statutes, and. Duties and liabilities imposed on a director of a new zealand. Company law in new zealand provides a comprehensive discussion and analysis of the principles of company law in nz. Duties and responsibilities of directors and company. Company law in new zealand by peter watts, neil campbell, christopher hare. Duties and responsibilities of directors and company secretaries in new zealand, 5th edition, cch new zealand ltd, 9781775471257, june 2016, 332 pages, paperback and e. New zealand companies legislation 2018 company law law.
For references to a different essay or chapter in the same edited book. Part xiv of the companies act 1993 compromises with. New zealand companies legislation 2017 by cch 45 5 4 3 2 1 clear. The new zealand companies act 1993 arose out of a lengthy law reform process given.
Companies act 1993 no 105 as at january 2020, public. The act regulates companies, and replaces the earlier companies act of 1955. Note 4 at the end of this reprint provides a list of the amendments incorporated. The new zealand companies act 1993 arose out of a lengthy law reform process given its conceptual grunt by the work of the law commission. Farrar and russells company law in new zealand was published in 1985 and related to the companies act 1955. Changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint.
In new zealand a company doesnt have to have a constitution unless it is listed on the stock exchange, then it needs one. New zealands companies legislation is based on the canadian model, so canadian case law is relevant. Data is provided according to accounting policies that meet the terms of the financial reporting act 1993. The major reforms introduced by the companies act 1993 were only covered in practitioner works such as morisons company law butterworthslexisnexis, new zealand companies and securities law cch and andersons company law brookersthomson reuters and introductory texts such as guidebook to companies and securities law cch.
Air new zealand limited was incorporated in 1940 and is registered in new zealand under the companies act 1993. It has an extensive table of contents, starting with the companies act 1993 and accompanying regulations, and collating other acts and regulations that are essential to company law being personal property securities, company reregistration, insurance, commerce, incorporated societies, financial reporting, receiverships, liquidations, statutory management, overseas investment, partnerships and. Legislation relevant to the conflict of laws includes. As the book notes, this part of the companies act is not well understood, but this discussion will surely go some way to remedying this. The work covers all aspects of the law relating to companies from the fundamentals of company law and the operation of the companys business through to formal insolvency. Companies act 1993 no 105 as at january 2020, public act. This act is administered by the ministry of business, innovation, and employment. Company law handbook 2018 book thomson reuters new.
New zealand residents and nonresidents resident in new zealand has the same meaning as that used in current new zealand income tax practice, where a nonresident withholding tax nrwt flag is used to identify nonresidents. New zealand are the companies act 1993, the overseas investment act 2005, the commerce act 1986, the contract and commercial law act 2017, the personal property securities act 1999, the fair trading act 1986 and the income tax act 2007. Jan, 2020 changes authorised by subpart 2 of part 2 of the legislation act 2012 have been made in this official reprint. The impact of regulatory reform on the valuerelevance of. Company and securities law in new zealand 2nd edition. New zealand was one of the first countries to establish a universal, taxfunded national health service. However, relief may still be available as there is a mechanism in the new act for overseas companies to seek an exemption where they can establish an appropriate rationale, including where financial statements prepared under their local laws effectively. A person named as a director in an application for registration or in an amalgamation proposal holds office as a director from the date of registration or the date the amalgamation proposal is effective, as the case may be, until that person ceases to hold office as a director in accordance with this act. The text explains the theoretical background to the 1993 reforms effected by the companies act 1993 and deals fully with their practical implications. Commercial applications of company law in new zealand. The study achieves this by regressing stock data of companies on book values and earnings for the pre and postregulatory periods. New zealand companies legislation 2016 company law law.
Commercial applications of company law in new zealand 5th. The financial reporting act 1993 defines a large company as one that satisfied at least one of two criteria. The companies act is an act of parliament passed in new zealand in 1993. Financial reporting act 20 big step up on dismal 1993. The new edition is consolidated to 1 january 2017 and includes. Incorporation and listing air new zealand limited was incorporated in 1940 and is registered in new zealand under the companies act 1993. An 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. Company law in new zealand, 2nd edition lexisnexis.
I have no hesitation recommending this book to practitioners of all levels and lecturers of company law. If the company requires the shareholder to pay a charge for the information, the shareholder may withdraw the request, and is deemed to have done so unless, within 10 working days of receiving notification of the charge, the shareholder informs the company. The compromise regime is set out in part xiv of the companies act 1993 the act in 8 sections. If you are writing an article, book or other piece intended for publication by one of those publishers, use the commercial style.
Legislation companies act 1993 companies act 1955 although this act has been repealed, much case law relevant to deciding matters under the 1993 act was decided under the 1955 act. Download companies act 1993 new zealand file in pdf format. If a company doesnt have its own constitution, the default rules set out in the companies act 1993 apply. Sample extract from the law of insolvency in new zealand. This invaluable guide provides procedures for most areas of company law and is the ideal resource to help you comply with the companies act 1993.