Companies Act 1993

Basics

Section 2-18

Constitution

SS26-32

Shares and DIstributions

36-57

Shareholders, Registers and Liabilities

ss 84-97

Resolutions, assent, meetings & buy-outs

(ss 105–122)

Directors – who they are & their powers

(ss 126–130)

Directors' duties

(ss 131–149)

Appointment, pay & indemnity

(ss 153–162)

Shareholder remedies

(ss 164–178)

Insolvency & misconduct

★ s 271 Pooling of related companies — statutory veil — liquidator/creditor/shareholder may seek a pooling or contribution order against a related company (Steel & Tube v Lewis Holdings).
• s 300 Accounting records not kept — liability where failure contributed to inability to pay debts.
• s 386A Phoenix companies — a director of a failed company must not run a same/similar-named 'phoenix' company for 5 years.
• s 138A Serious breach of good faith — criminal offence for an intentional bad-faith breach causing serious loss (penalty s 373(4)).

Schedules (the meeting rules — heavily examined)

★ s Sch 1 Shareholder meetings — cl 2 — written notice 10 working days before; cl 4 — quorum (default = majority of votes); cl 5 — voting, polls, chair's duty to call a poll.
★ s Sch 3 Board meetings — cl 2 — 2 days' notice to directors in NZ; cl 4 — quorum (majority of directors); cl 5 — each director 1 vote, no casting vote by default; cl 7 — written unanimous resolution.
• s Sch 2 Non-delegable powers — powers the board may NOT delegate (e.g. issuing shares) — for s 130.

s 137 Director Duties of Care