INCORPORATION

A. INCORPORATION

1. The right to apply for registration

11. Right to apply for registration

Any person may, either alone or together with another
person, apply for registration of a company under this
Act.

2. Essential requirements
Every company must have (s 10):
 a name;
 1 or more shares;
 1 or more shareholders;
 1 or more directors (one of whom must live in NZ, or
in an enforcement country and be a director of a
company registered in that enforcement country).

Re Carr
3. Registration

Order of St John Northern Regional Trust v Gemini 10 Ltd at

[19]-[20] per Hugh Williams J:

“Company” is defined in s 2 of the Companies Act 1993 as a

“company registered under Part 2 of this Act” or a re-registered
company. In Part 2, s 11 gives any person the right to apply for
“registration of a company under this Act”, the formal
requirements for which appear in s 12. And s 13 provides that as
soon as the Registrar receives a properly completed application
for registration the Registrar must register it and the issue of
certificate of incorporation. Section 14 provides that the issue of
certificate of incorporation is “conclusive evidence” that all the
statutory requirements for registration have been completed and,
“on and from the date of incorporation” the company is
“incorporated under this Act”. Every company, once registered,
“continues in existence until it is removed from the New
Zealand register” (s 15).
Application for registration: s 12

 Signed application
 Director(s) + signed consents + certificate of non-
disqualification
 Shareholder(s) + number & class of shares taken +
signed consents
 Full name, address (and other specified details) of
applicant(s), director(s), shareholder(s)
 Ultimate holding company information (if
applicable)
 Registered office (physical address)
 Address for service (of legal documents)
 Name reservation notice
 Constitution (if proposed company is to have one)

 Registration by the Registrar: s 13

 Certificate of Incorporation: s 14

 Separate legal person: s 15

B. RESERVATION OF A COMPANY NAME

 Application for registration cannot proceed unless

name first reserved: s 20
 Use of ‘Limited’ in company name: s 21
 Application made to Registrar: s 22(1)
 Names that cannot be reserved by the Registrar: s
22(2)
 Power of Registrar to direct a company to change its
name if the Registrar believes on reasonable grounds
that the name under which the company is registered
should not have been reserved: s 24
 General right of appeal from Registrar’s decision: s
370
 Procedure for a company to change its name: s 23
Company search: Christchurch City Holdings Ltd

1. How many directors does the company have?

2. Name the company’s sole shareholder.
3. How many shares has the company issued?
4. Can you access the company’s most recent financial
statements?
5. How many pages does the company’s constitution
have?