The NEW ZEALAND COMPANY LAW module informs the New Zealand limited liability company incorporated in New Zealand of their legislated legal obligations. The module also demonstrates effective practical advice and assistance to the organisation to implement procedures and processes that will ensure compliance and regulatory accountability throughout all levels of the company.
To fulfil its purpose the module focuses on providing practical assistance to the organisation entity intending to establish and maintain a robust foundational framework that determines;
- How the organisation will function;
- Who is the responsible decision maker;
- What matters are relevant to the decision-making process; and
- Whether the desired outcome has been achieved.
Directors’ and officers’ of limited liability companies incorporated in New Zealand are expected to be familiar with the broad landscape of legal obligations to which they are subject as well as more specific obligations relevant to the particular sector they are operating in. The aim of the module is to equip the subscriber with knowledge of their obligations and the skills they require to establish relevant systems and processes to ensure compliance throughout their organisation.
The NEW ZEALAND COMPANY LAW module covers the requirement for directors’ and officers’ of a limited liability company incorporated in New Zealand to ensure both that the company complies with its obligations and that directors’ and officers’ meet their own legal duties and responsibilities under the Companies Act 1993.
The broad scope of the NEW ZEALAND COMPANY LAW module is to provide the New Zealand company with answers to these questions;
- What are our legal obligations?
- From where are our legal obligations derived?
- How can we ensure that we are complying with our legal obligations? and
- What are the consequences if we are not complying with our legal obligations?
The NEW ZEALAND COMPANY LAW module covers all legislated legal obligations of limited liability companies incorporated in New Zealand and demonstrates practical assistance and guidance to ensure that these obligations are complied with through the implementation and maintenance of best practice processes throughout the organisation. The module also covers the role of the regulator as well as exemptions to the obligations, if applicable, and how they may or may not apply in particular circumstances.
The module fulfils this objective by comprehensively covering three areas;
- Legislation;
- Obligations; and
- Consequences.
1. The legislative and regulatory landscape from which the primary legal obligations are derived;
- Companies Act 1993 & Regulations 1994 (NZ);
- Auditor Regulation Act 2011 (NZ);
- Crimes Act 1961 (NZ);
- Contract and Commercial Law Act 2017 (NZ);
- Contract and Commercial Law (Electronic Transactions) Regulations 2017 (NZ);
- Financial Market Supervisors Act 2011 (NZ);
- Financial Markets Conduct Act 2013 & Regulations 2014 (NZ);
- Financial Reporting Act 2013 & Regulations 2015 (NZ);
- New Zealand Institute of Chartered Accountants Act 1996 (NZ);
- Oaths and Declarations Act 1957 (NZ);
- Overseas Investment Act 2005 (NZ); and
- Public Audit Act 2001 (NZ).
2. The specific areas where legal and regulatory obligations apply to New Zealand companies;
- Company formation;
- Pre-incorporation;
- Incorporation;
- Amalgamations;
- Ultimate holding company; and
- Registration of overseas companies.
- Shares and shareholders;
- Share structures, issues and transfers;
- Debentures;
- Solvency test;
- Shareholder rights, powers and liabilities;
- Share dealings;
- Share register; and
- Distributions to shareholders.
- Ongoing obligations;
- Constitution;
- Company names;
- Contracts and major transactions;
- Registered office and address for service;
- Company records;
- Overseas companies; and
- Annual returns.
- Governance;
- Board management and meetings;
- Appointment and removal of directors; and
- Shareholder meetings.
- Directors’ and officers’ duties;
- To act in good faith and in the best interests of the organisation;
- Duty of care and exercise of powers for proper purpose;
- Use of information and advice;
- Disclosure of interests;
- Delegation of duties;
- Remuneration and benefits; and
- Insurance and indemnity.
- Financial and administrative reporting;
- Accounting records and standards;
- Large and overseas companies;
- Inactive entities;
- FMC reporting entities;
- Registration;
- Auditing;
- Annual reports; and
- Reports to shareholders.
- Winding up;
- Voluntary administration;
- Liquidation; and
- Removal from the register.
3.Significant consequences can apply to New Zealand companies, their employees and authorised individuals found to have breached or not complied with their legal obligations. These consequences vary considerably depending on the nature and extent of the breach or failure. The NEW ZEALAND COMPANY LAW module covers specific consequences in detail. They can include monetary penalties, legal outcomes, and even terms of imprisonment for individuals found to have committed serious criminal offences.
The NEW ZEALAND COMPANY LAW module covers all obligations of limited liability companies incorporated in New Zealand but advises the company seek professional legal or accounting assistance in complex situations such as amalgamations, major transactions, establishing power of attorney, investment in sensitive assets by an overseas company, the preparation and auditing of financial reports, and when winding up.