NEW ZEALAND

COMPANIES ACT 1955 CONTINUED ……..

SCHEDULES
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FIRST SCHEDULE
Sections 8, 379, 470

TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES

I. FEES PAYABLE ON REGISTRATION OR ON INCREASE OF CAPITAL BY A COMPANY HAVING A SHARE CAPITAL

	£	s.	d.	
For registration of a company whose nominal share capital does not exceed £2,000….. …. …. …. 	7	0	0	
For registration of a company whose nominal share capital exceeds £2,000: The above fee of £7 with the following additional fees, regulated according to the amount of nominal share capital, that is to say,-				
For every £1,000 of nominal share capital, or part of £1,000 after the first £2,000, up to £5,000…………	1	0	0	
For every £1,000 of nominal share capital, or part of £1,000, after the first £5,000, up to £100,000….	0	5	0	
For every £1,000 of nominal share capital, or part of £1,000, after the first £100,000…	0	1	0	
For registration of any increase of share capital made after the first registration of the company: The same fees per £1,000, or part of £1,000, as would have been payable if the increased share capital had formed part of the original capital at the time of registration

Provided that no company shall be liable to pay in respect of nominal share capital, on registration or afterwards, any greater amount of fees than £50, taking into account, in the case of fees payable on an increase of share capital after registration, the fees paid on registration.				
For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act: The same fee as is charged for registering a new company.				

II. FEES PAYABLE ON REGISTRATION OR ON INCREASE OF MEMBERS BY A COMPANY NOT HAVING A SHARE CAPITAL

	£	s.	d.	
For registration of a company whose number of members as stated in the articles does not exceed 20……	7	0	0	
For registration of a company whose number of members as stated in the articles exceeds 20, but does not exceed 100	12	0	0	
For registration of a company whose, number of members as stated in the articles exceeds 100 but is not stated to be unlimited: The above fee of £12 with an additional 5s. for every additional 50 members or less after the first 100.				
For registration of a company in which the number of members is stated in the articles to be unlimited. ……	22	0	0	
For registration of any increase in the number of members made after the registration of the company, in respect of every 50 members, or less than 50 members, of that increase

Provided that no company shall be liable to pay in the aggregate a greater fee than £22 in respect of its number of members, taking into account the fee paid on the first registration of the company.	0	5	0	
For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act: The same fee as is charged for registering a new company.				

III. MISCELLANEOUS FEES

For the first certificate of incorporation -	£	s.	d.	
Where the company has a nominal share capital exceeding £5,000 ………	10	0	0	
In every other case……………	6	0	0	
For any certificate of incorporation after the first…………	0	5	0	
For recording any alteration of the objects of a company…	1	0	0	
For registering under Part IV of this Act the instrument creating or evidencing any charge required to be registered thereunder (to be computed in the case of a series of debentures as on one charge for the total amount secured by the whole series)-				
Where the amount of the charge does not exceed £200……	0	10	0	
Where the amount  exceeds £200 or is not specified…..	1	0	0	
Where two or more instruments create or evidence a charge or charges securing the same moneys, for every such instrument after the first..........	0	5	0	
For a certificate of the registration of any charge under Part IV of this Act	0	5	0	
For registering any satisfaction or partial satisfaction of a charge or release or partial release of property from a charge under Part IV of this Act	0	5	0	
For a certificate of the satisfaction or partial satisfaction or release or partial release of a charge under Part IV of this Act 	0	5	0	
For reregistration of a public company as a private company ………	5	0	0	
For reregistration of private company as a public company…………….	5	0	0	
For registering any document by this Act required or authorised to be registered or required to be delivered, sent, or forwarded to the Registrar and not otherwise charged, other than the memorandum or the abstract required to be delivered to the Registrar by a receiver or manager or the statement required to be sent to the Register by a liquidator	0	5	0	
For making a record of any fact by this Act required or authorised to be recorded by the Registrar and not otherwise charged	0	5	0	
For a certified copy of or extract from any document………….	0	5	0	
For a copy of or extract from any document, over and above the fee for certifying the same, for each folio of seventy-two words, not exceeding	0	0	6	
For every inspection of any document…………….	0	1	0	
For an inspection of five or more documents relating to a single company...	0	5	0	

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SECOND SCHEDULE
Sections 16, 470

INCIDENTAL AND ANCILLARY OBJECTS AND POWERS

1. To carry on any other business which may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights.

2. To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on any business which the company is authorised to carry on, or possessed of property suitable for the purposes of the company.

3. To apply for, purchase, or otherwise acquire any patents, patent rights, copyrights, trade marks, formulas, licences, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to, any invention which may seem capable of being used for any of the purposes of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company; and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account, the property, rights, or information so acquired.

4. To amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interests, cooperation, joint adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company.

5. To take, or otherwise acquire, and hold, shares, debentures, or other securities of any other company.

6. To enter into any arrangements with any Government or authority, supreme, municipal, local, or otherwise, that may seem conducive to the company's objects, or any of them; and to obtain from any such Government or authority any rights, privileges, and concessions which the company may think it desirable to obtain; and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions.

7. To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, and conveniences calculated to benefit employees or directors or past employees or directors of the company or of its predecessors in business, or the dependants or connections of any such persons; and to grant pensions and allowances; and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition, or for any public, general, or useful object.

8. To promote any other company or companies for the purpose of acquiring or taking over all or any of the property, rights, and liabilities of the company, or for any other purpose which may seem directly or indirectly calculated to benefit the company.

9. To purchase, take on lease or in exchange, hire, and otherwise acquire any real and personal property and any rights or privileges which the company may think necessary or convenient for the purposes of its business, and in particular any land, buildings, easements, machinery, plant, and stock in trade.

10. To construct, improve, maintain, develop, work, manage, carry out, or control any buildings, works, factories, mills, roads, ways, tramways, railways, branches or sidings, bridges, reservoirs, watercourses, wharves, warehouses, electric works, shops, stores, and other works and conveniences which may seem calculated directly or indirectly to advance the company's interests; and to contribute to, subsidise, or otherwise assist or take part in the construction, improvement, maintenance, development, working, management, carrying out, or control thereof.

11. To invest and deal with the money of the company not immediately required in such manner as may from time to time be required.

12. To lend and advance money or give credit to any person or company; to guarantee and give guarantees for the payment of money or the performance of contracts or obligations by any person or company; and otherwise to assist any person or company.

13. To borrow or raise or secure the payment of money in such manner as the company may think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the company's property (both present and future), including its uncalled capital; and to purchase, redeem, or pay off any such securities.

14. To remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company's capital or any debentures, debenture stock, or other securities of the company, or in or about the organisation, formation, or promotion of the company or the conduct of its business.

15. To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable or transferable instruments.

16. To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures, or securities of any other company having objects altogether or in part similar to those of the company.

17. To adopt such means of making known and advertising the business and products of the company as may seem expedient.

18. To apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase, or otherwise, and to exercise, carry out, and enjoy any charter, licence, power, authority, franchise, concession, right, or privilege, which any Government or authority or any corporation or other public body may be empowered to grant; and to pay for, aid in, and contribute towards carrying the same into effect; and to appropriate any of the company's shares, debentures, or other securities and assets to defray the necessary costs, charges, and expenses thereof.

19. To apply for, promote, and obtain any statute, order, regulation, or other authorisation or enactment which may seem calculated directly or indirectly to benefit the company; and to oppose any bills, proceedings, or applications which may seem calculated directly or indirectly to prejudice the company's interests.

20. To procure the company to be registered or recognised in any country or place outside New Zealand.

21. To sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the company.

22. To issue and allot fully or partly paid shares in the capital of the company in payment or part payment of any real or personal property purchased or otherwise acquired by the company or any services rendered to the company.

23. To distribute any of the property of the company among the members in kind or otherwise.

24. To take or hold mortgages, liens, and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the company's property of whatsoever kind sold by the company, or any money due to the company from purchasers and others.

25. To carry out all or any of the objects of the company and do all or any of the above things as principal, agent, contractor, or trustee or otherwise, and by or through trustees or agents or otherwise, and in either alone or in conjunction with others.

26. To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the company.

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THIRD SCHEDULE

Sections 2, 22, 25, 138, 383, 470

Tables A, B, C, D, and E

TABLE A

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

Interpretation

l. In these regulations, unless the context otherwise requires,-

"The Act" means the Companies Act 1955:

"The seal" means the common seal of the company:

"Secretary" means any person appointed to perform the duties of the secretary of the company:

Expressions referring to writing shall be construed as including references to words printed, typewritten, painted, engraved, lithographed, or otherwise traced or copied:

Words or expressions contained in these regulations bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.

Share Capital and Variation of Rights

2. Subject to the provisions, if any, in that behalf in the memorandum of association, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the company may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the company may from time to time by ordinary resolution determine.

3. Subject to the provisions of section 66 of the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed on such terms and in such manner as the company before the issue of the shares may by special resolution determine.

4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

5. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

6. The company may exercise the powers of paying commissions conferred by section 61 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful.

7. Except as :required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share or any interest in any fractional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

8. Every person whose name is entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of 2s. 6d. for every certificate after the first or such less sum as the directors may from time to time determine. Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon and shall in all other respects comply with subsections (4) and (5) of section 90 of the Act:

Provided that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

9. If a share certificate is defaced, lost, or destroyed, it may be renewed on payment of a fee of 2s. 6d. or such less sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the company of investigating evidence as the directors think fit.

10. The company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security, or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in its holding company, nor shall the company make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this regulation shall prohibit transactions mentioned in the proviso to section 62 (1) of the Act.

Lien

11. The company shall have a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all money presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company's lien, if any, on a share shall extend to all dividends payable thereon.

12. The company may sell, in such manner as the directors think fit, any shares on which the company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

13. To give effect to any such sale the directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

14. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

Calls on Shares

15. The directors may from time to time make calls upon the members in respect of any money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the directors may determine.

16. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.

17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

18. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 6 per cent per annum as the directors may determine, but the directors shall be at liberty to waive payment of that interest wholly or in part.

19. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture, or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.

20. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

21. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him, and upon all or any part of the money so advanced may (until the same would, but for the advance, become payable) pay interest at such rate not exceeding (unless the company in general meeting shall otherwise direct) 6 per cent per annum as may be agreed upon between the directors and the member paying the sum in advance.

Transfer of Shares

22. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

23. Subject to such of the restrictions of these regulations as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve, and in particular in the following form:

I,……………………, of…………………,……………… , in consideration of the sum of £……………... paid to me by…………………., of…………………………, (hereinafter referred to as the said transferee), hereby transfer to the said transferee the shares numbered……………………… in …………………………Limited, to hold unto the said transferee, subject to the several conditions on which I hold the same; and I, the said transferee, hereby agree to take the said shares subject to the conditions aforesaid.
As witness our hands the………………… day of………………… 19……… 
Witness to the signatures of, etc.

24. The directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they do not approve, and they may also decline to register the transfer of a share on which the company has a lien.

25. The directors may also decline to recognise any instrument of transfer unless-

(a) A fee of 2s. 6d. or such less sum as the directors may from time to time require is paid to the company in respect thereof;

(b) The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and

(c) The instrument of transfer is in respect of only one class of share.

26. If the directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the company send to the transferee notice of the refusal and return the transfer to the transferee.

27. The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine: Provided that registration shall not be suspended for more than thirty days in any year.

Transmission o f Shares

28. In the case of the death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

29. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

30. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions, and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

31. Where the registered holder of any share dies or becomes bankrupt his personal representative or the assignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt; and where two or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposes of these regulations, be deemed to be joint holders of the share.

Forfeiture of Shares

32. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

33. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

34. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.

35. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.

36. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all money which, at the date of forfeiture, was payable by him to the company in respect of the shares, but his liability shall cease if and when the company receives payment in full of all such money in respect of the shares.

37. A statutory declaration in writing that the declarant is a director or the secretary of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

38. The company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share.

39. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

Conversion of Shares into Stock

40. The company may by ordinary resolution convert any paid up shares into stock, and reconvert any stock into paid up shares of any denomination.

41. The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; but the directors may from time to time fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose.

42. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges, and advantages as regards dividends, voting at meetings of the company, and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred that privilege or advantage.

43. Such of the regulations of the company as are applicable to paid up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder".

Alteration of Capital

44. The company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount as the resolution prescribes.

45. Subject to any direction to the contrary that may be given by the company in general meeting, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. Every such person may accept or decline the offer, or transfer his rights thereunder to any person or persons to whom the shares, when issued, could be transferred. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted or transferred, will be deemed to be declined, and after the expiration of that time (if the offer is not accepted or transferred), or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the company may dispose of those shares in such manner as the directors think most beneficial to the company. The company may likewise so dispose of any new shares which (by reason of the ratio which the new sharers bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this article.

46. The company may by ordinary resolution -

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares:

(b) Subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association, subject, nevertheless, to the provisions of section 70 (1) (d) of the Act:

(c) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

47. The company may by special resolution reduce its share capital, any capital redemption reserve fund, or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law.

General Meetings

48. (1) The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next:

Provided that so long as the company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

(2) The annual general meeting shall be held at such time as the directors appoint.

49. All general meetings other than annual general meetings shall be called extraordinary general meetings.

50. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists, as provided by section 136 of the Act. If at any time there are not within New Zealand sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in. the same manner as nearly as possible as that in which meetings may be convened by the directors.

Notice of General Meetings

51. A meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the company other than a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the regulations of the company, entitled to receive such notices from the company:

Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this regulation, be deemed to have been duly called if it is so agreed -

(a) In the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and 

(b) In the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

52. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Proceedings at General Meetings

53. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the auditors.

54. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members present in person shall be a quorum.

55. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

56. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their number to be chairman of the meeting.

57. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

58. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

59. (1) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded – 

(a) By the chairman; or

(b) By at least three members present in person or by proxy; or

(c) By any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or 

(d) By a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

(2) Unless a poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 

(3) The demand for a poll may be withdrawn.

60. Except as provided in regulation 62, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

61. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

62. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Votes of Members

63. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.

64. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

65. (1) A member who is a mentally defective person within the meaning of the Mental Health Act 1911 may vote by his committee or other person having authority to administer his estate; subject to the provisions of a protection order made under the Aged and Infirm Persons Protection Act 1912, a member may vote in respect of any shares that are subject to the protection order by the manager appointed in that protection order. Any such committee, manager, or other person as aforesaid may vote either on a show of hands or on a poll, and, on a poll, may vote by proxy.

(2) The provisions of this subclause apply in respect of members who are not living in New Zealand and to whom the provisions of the last preceding subclause are accordingly not applicable. Every such member who is of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver, or curator bonis appointed by that Court, and any such committee, receiver, curator bonis, or other person may, on a poll, vote by proxy.

66. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

67. On a poll votes may be given either personally or by proxy.

68. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.

69. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within New Zealand as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

70. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

Limited

I/We, ……………………….., of …………………..., ……………..……, being a member/members of the above-named company, hereby appoint………………………., of………………….. ,………………, or failing him,……………………, of…………………., ……………….., as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be held on the……… day of……………. 19…., and at any adjournment thereof.

Signed this……………. day of………………… 19………

71. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

Limited

I/We,…………………, of…………………….,…………….., being a member/members
of the above-named company, hereby appoint……………………., of ……………..,…………….,
or failing him,…………………………, of…………………..,………………….., as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company, to be held on the ………………day of …………………. 19…….. , and at any adjournment thereof.

Signed this………….. day of…………… 19………

*This form is to be used *in favour of the resolution.
against
*Unless otherwise instructed, the proxy will vote as he thinks fit.
*Strike out whichever is not desired.

72. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

73. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation, or transfer as aforesaid has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Corporations Acting by Representatives at Meetings

74. Any corporation which is a member of the company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company or of any class of members of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company.

Directors

75. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.

76. The remuneration of the directors shall from time to time be determined by the company in general meeting. That remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel, and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.

77. The shareholding qualification for directors may be fixed by the company in general meeting, and unless and until so fixed no qualification shall be required.

78. A director of the company may be or become a director or other officer of, or otherwise interested in, any company promoted by the company or in which the company may be interested as shareholder or otherwise, and no such director shall be accountable to the company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, any such other company unless the company otherwise directs.

Borrowing Powers

79. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property, and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability, or obligation of the company or of any third party.

Powers and Duties o f Directors

80. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, by the Act or by these regulations, required to be exercised by the company in general meeting, subject, nevertheless, to any of these regulations, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.

81. The directors may from time to time and at any time by power of attorney appoint any company, firm, or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.

82. The company may exercise the powers conferred by section 45 of the Act with regard to having an official seal for use abroad, and those powers shall be vested in the directors.

83. The company may exercise the powers conferred upon the company by sections 127 and 128 of the Act with regard to the keeping of a branch register, and the directors may (subject to the provisions of those sections) make and vary such regulations as they may think fit respecting the keeping of any such register.

84. (1) A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall declare the nature of his interest at a meeting of the directors in accordance with section 199 of the Act.

(2) A director shall not vote in respect of any contract or arrangement in which he is interested, and if he does so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither of these prohibitions shall apply to -

(a) Any arrangement for giving any director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the company; or

(b) Any arrangement for the giving by the company of any security to a third party in respect of a debt or obligation of the company for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security; or

(c) Any contract by a director to subscribe for or underwrite shares or debentures of the company; or

(d) Any contract or arrangement with any other company in which he is interested only as an officer of the company or as a holder of shares or other securities,-

and these prohibitions may at any time be suspended or relaxed to any extent, and either generally or in respect of any particular contract, arrangement, or transaction, by the company in general meeting.

(3) A director may hold any other office or place of profit under the company (other than the office of auditor) in conjunction with his office of director for such period and on such terms (as to remuneration and otherwise) as the directors may determine, and no director or intending director shall be disqualified by his office from contracting with the company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the company in which any director is in any way interested, be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realised by any such contract or arrangement by reason of the director holding that office or of the fiduciary relation thereby established.

(4) A director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other director is appointed to hold any such office or place of profit under the company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

(5) Any director may act by himself or his firm in a professional capacity for the company, and he or his firm shall be entitled to remuneration for professional services as if he were not a director:

Provided that nothing herein contained shall authorise a director or his firm to act as auditor to the company.

85. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors from time to time by resolution determine.

86. The directors shall cause minutes to be made in books provided for the purpose -

(a) Of all appointments of officers made by the directors:

(b) Of the names of the directors present at each meeting of the directors and of any committee of the directors:

(c) Of all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors,-

and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.

87. The directors on behalf of the company may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension, or allowance.

Disqualification of Directors

88. The office of director shall be vacated if the director-

(a) Ceases to be a director by virtue of section 185 of the Act; or

(b) Becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) Becomes prohibited from being a director by reason made under section 189 of the Act; or

(d) Becomes of unsound mind, or becomes a protected person under the Aged and Infirm Persons Protection Act 1912; or

(e) Resigns his office by notice in writing to the company; or

(f) Has for more than six months been absent without permission of the directors from meetings of the directors held during that period.

Rotation of Directors

89. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.

90. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

91. A retiring director shall be eligible for re-election.

92. The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall if offering himself for re-election be deemed to have been re-elected, unless at that meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of that director is put to the meeting and lost.

93. No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless not less than three nor more than twenty-one days before the date appointed for the meeting there has been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which the notice is given, of his intention to propose that person for election, and also notice in writing signed by that person of his willingness to be elected.

94. The company may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.

95. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these regulations. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at that meeting.

96. The company may by ordinary resolution, of which special notice has been given in accordance with section 146 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these regulations or in any agreement between the company and that director. Any such removal shall be without prejudice to any claim that the director may have for damages for breach of any contract of service between him and the company.

97. The company may by ordinary resolution appoint another person in place of a director removed from office under the last preceding regulation, and without prejudice to the powers of the directors under regulation 95 the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.

Proceedings of Directors

98. The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from New Zealand.

99. The quorum necessary for the transaction of the business of the directors may be fixed, by the directors, and unless so fixed shall be two.

100. The continuing directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company, but for no other purpose.

101. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

102. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.

103. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

104. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.

105. All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

106. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more directors.

Managing Director

107. The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit, and subject to the terms of any agreement entered into in any particular case, may revoke any such appointment. A director so appointed shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors, but his appointment shall be automatically determined if he ceases from any cause to be a director.

108. A managing director shall receive such remuneration (whether by way of salary, commission, or participation in profits, or partly in one way and partly in another) as the directors may determine.

109. The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter, or vary all or any of those powers.

Secretary

110. The secretary shall be appointed by the directors for such term, at such remuneration, and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

111. No person shall be appointed or hold office as secretary who is – 

(a) The sole director of the company; or

(b) A corporation the sole director of which is the sole director of the company; or

(c) The sole director of a corporation which is the sole director of the company.

112. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

Seal

113. The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument to which the seal is affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose.

Dividends and Reserve

114. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.

115. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.

116. No dividends shall be paid otherwise than out of profits.

117. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

118. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

119. The directors may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

120. Any general meeting declaring a dividend or bonus may direct payment of the dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways, and the directors shall give effect to any such resolution, and where any difficulty arises in regard to the distribution, the directors may settle the same as they think expedient, and in particular may issue fractional certificates, and fix the value for distribution of the specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.

121. Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

122. No dividend shall bear interest against the company.

Accounts

123. The directors shall cause proper books of account to be kept in which shall be kept full, true, and complete accounts of the affairs and transactions of the company.

124. The books of account shall be kept at the registered office of the company, or, subject to section 151 (2) of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of any director.

125. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or paper of the company except as conferred by statute or authorised by the directors or by the company in general meeting.

126. The directors shall from time to time, in accordance with sections 152, 154, and 161 of the Act, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts (if any), and reports as are referred to in those sections.

127. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in general meeting, together with a copy of the auditors' report, shall not: less than fourteen days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the company.

Capitalisation of Profits

128. The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that that sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by those members respectively or paying up in full unissued shares or debentures of the company to be allotted and distributed credited as fully paid up to and amongst those members in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shall give effect to every such resolution:

Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.

129. Whenever such a resolution as aforesaid has been passed the directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon any such capitalisation, or (as the case may require) for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under any such authority shall be effective and binding on all such members.

Audit

130. Auditors shall be appointed and their duties regulated in accordance with sections 163 to 166 of the Act.

Notices

131. A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within New Zealand) to the address, if any, within New Zealand supplied by him to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

132. If a member has no registered address within New Zealand and has not supplied to the company an address within New Zealand for the giving of notices to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the registered office of the company shall be deemed to be duly given to him at noon on the day on which the advertisement appears.

133. A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

134.A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the bankrupt, or by any like description, at the address, if any, within New Zealand supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

135. (1) Notice of every general meeting shall be given in any manner hereinbefore authorised to -

(a) Every member except those members who (having no registered address within New Zealand) have not supplied to the company an address within New Zealand for the giving of notices to them;

(b) Every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or an assignee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and

(c) The auditor for the time being of the company.

(2) No other person shall be entitled to receive notices of general meetings.

Winding Up

136. If the company is wound up the liquidator may, with the sanction of an extraordinary resolution of the company and any other sanction required by the Act, divide amongst the members in kind the whole or any part of the assets of the company (whether they consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

Indemnity

137. Every director, managing director, agent, auditor, secretary, and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 468 of the Act in which relief is granted to him by the Court.

TABLE B

Section 25 and 470

FORM OF MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED
BY SHARES

1. The name of the company is "The Wellington Steamship Company Limited".

2. The objects for which the company is established are the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing of all such other things as are incidental or conducive to the attainment of the above object.

3. The liability of the members is limited.

4. The share capital of the company is two hundred thousand pounds divided into one thousand shares of two hundred pounds each.

We, the several persons whose names, addresses, and descriptions are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Name in Full	Address	Description	Signature	Number of Shares Taken	
					
Total Shares taken		

Dated the ………..day of ………………….……19………

Witness to the above signature –
Signature:
Description:
Address:

________

TABLE C
Sections 25 and 470

FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND NOT HAVING A SHARE CAPITAL

Memorandum of Association

1. The name of the company is "The Nelson School Association Limited".

2. The objects for which the company is established are the carrying on of a school for boys in the City of Nelson, and the doing of all such other things as are incidental or conducive to the attainment of the above object.

3. The liability of the members is limited.

4. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ten pounds.

We, the several persons whose names, addresses, and descriptions are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association.

Name in Full	Address	Description	Signature	
				
Dated the ………..day of …………..19……

Witness to the above signatures –
Signature:
Description:
Address:

ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION

Interpretation

1. In these articles, unless the context otherwise requires,-

"The Act" means the Companies Act 1955:

"The seal" means the common seal of the company:

"Secretary" means any person appointed to perform the duties the secretary of the company:

Expressions referring to writing shall be construed as including references to words printed, typewritten, painted, engraved, lithographed, or otherwise traced or copied:

Words or expressions contained in these articles bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these articles become binding on the company.

Members

2. The number of members with which the company proposes to be registered is five hundred, but the directors may from time to time register an increase of members.

3. The subscribers of the memorandum of association and such other persons as the directors shall admit to membership shall be members of the company.

General Meetings

4. (1) The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next:

Provided that so long as the company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

(2) The annual general meeting shall be held at such time and place as the directors appoint.

5. All general meetings other than annual general meetings shall be called extraordinary general meetings.

6. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 136 of the Act. If at any time there are not within New Zealand sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.

Notice o f General Meetings

7. A meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the company other than a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, and the hour of meeting and, in case of special business, the general nature of that business, and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the articles of the company, entitled to receive such notices from the company:

Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it is so agreed- 

(a) In the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and 

(b) In the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95 per cent of the total voting rights at that meeting of all the members.

8. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Proceedings at General Meetings

9. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the auditors.

10. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members present in person shall be a quorum.

11. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

12. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their number to be chairman of the meeting.

13. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

14. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. (1) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded – 

(a) By the chairman; or

(b) By at least three members present in person or by proxy; or

(c) By any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

(2) Unless a poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(3) The demand for a poll may be withdrawn.

16. Except as provided in article 18, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

17. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

18. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

19. Subject to the provisions of the Act, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.

Votes of Members

20. Every member shall have one vote.

21. (1) A member who is a mentally defective person within the meaning of the Mental Health Act 1911 may vote by his committee or other person having authority to administer his estate; subject to the provisions of a protection order made under the Aged and Infirm Persons Protection Act 1912, a member may vote in respect of any shares that are subject to the protection order by the manager appointed in that protection order. Any such committee, manager, or other person as aforesaid may vote either on a show of hands or on a poll, and, on a poll, may vote by proxy.

(2) The provisions of this subclause apply in respect of members who are not 'living in New Zealand and to whom the provisions of the last preceding subclause are accordingly not applicable. Every such member who is of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver, or curator bonis appointed by that Court, and any such committee, receiver, curator bonis, or other person may, on a poll, vote by proxy.

22. No member shall be entitled to vote at any general meeting unless all money presently payable by him to the company has been paid.

23. On a poll votes may be given either personally or by proxy.

24. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.

25. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within New Zealand as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

26. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

Limited

I/We, ……………………………………., of……………………,……………….. being a member/members of the above-named company, hereby appoint………………………………., of………………….., ………………….., or failing him, ……………………………, of……………………….., ……………………………., as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case be]general meeting of the company to be held on the…………day of…………………19……., and at any adjournment thereof.

Signed this………… day of……………………. 19…….

27. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

Limited
I/We, ……………………………, of………………………. ,………………..., being a member/members of the above-named company, hereby appoint ………………………….., of ……………………, ………………………., or failing him, ………………., of…………………,………………….., as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be held on the………. day of…………………….. 19……, and at any adjournment thereof.

Signed this……... day of…………………….. 19……

*This form is to be used *in favour of the resolution
 against

*Unless otherwise instructed, the proxy will vote as he thinks fit.

*Strike out whichever is not desired.

28. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

29. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, if no intimation in writing of such death, insanity, or revocation as aforesaid has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Corporations Acting by Representatives at Meetings

30. Any corporation which is a member of the company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company.

Directors

31. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.

32. The remuneration of the directors shall from time to time be determined by the company in general meeting. That remuneration shall be deemed to accrue from day to day. The directors shall also be paid all travelling, hotel, and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.

Borrowing Powers

33. The directors may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock, and other securities, whether outright or as security for any debt, liability, or obligation of the company or of any third party.

Powers and Duties o f Directors

34. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, by the Act or by these articles, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Act or these articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.

35. The directors may from time to time and at any time by power of attorney appoint any company, firm, or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.

36. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors from time to time by resolution determine.

37. The directors shall cause minutes to be made in books provided for the purpose-

(a) Of all appointments of officers made by the directors:

(b) Of the names of the directors present at each meeting of the directors and of any committee of the directors:

(c) Of all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors-

and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.

Disqualification of Directors

38. (1) The office of director shall be vacated if the director-

(a) Without the consent of the company in general meeting holds any other office of profit under the company; or

(b) Becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) Becomes prohibited from being a director by reason of any order made under section 189 of the Act; or

(d) Becomes of unsound mind, or becomes a protected person under the Aged and Infirm Persons Protection Act 1912; or

(e) Resigns his office by notice in writing to the company; or

(f) Ceases to be a director by virtue of section 185 of the Act; or

(g) Is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 199 of the Act.

(2) A director shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.

Rotation of Directors

39. At the first annual general meeting of the company all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.

40. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

41. A retiring director shall be eligible for re-election.

42. The company at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at that meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of that director is put to the meeting and lost.

43. No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless, not less than three nor more than twenty-one days before the date appointed for the meeting, there has been left at the registered office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which the notice is given, of his intention to propose that person for election, and also notice in writing signed by that person of his willingness to be elected.

44. The company may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.

45. The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election, but shall not be taken into account in determining; the directors who are to retire by rotation at that meeting.

46. The company may by ordinary resolution, of which special notice has been given in accordance with section 146 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the company and that director. Any such removal shall be without prejudice to any claim that the director may have for damages for breach of any contract of service between him and the company.

47. The company may by ordinary resolution appoint another person in place of a director removed from office under the last preceding article. Without prejudice to the powers of the directors under article 45, the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.

Proceedings of Directors

48. The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from New Zealand.

49. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.

50. The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose.

51. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.

52. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.

53. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

54. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.

55. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

56. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more directors.

Secretary

57. The secretary shall be appointed by the directors for such term, at such remuneration, and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

58. A provision of the Act or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

The Seal

59. The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument to which the seal is affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose.

Accounts

60. The directors shall cause proper books of account to be kept in which shall be kept full, true, and complete accounts of the affairs and transactions of the company.

61. The books of account shall be kept at the registered office of the company, or, subject to section 151 (2) of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of any director.

62. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or paper of the company except as conferred by statute or authorised by the directors or by the company in general meeting.

63. The directors shall from time to time, in accordance with sections 152, 154, and 161 of the Act, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts (if any), and reports as are referred to in those sections.

64. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in general meeting, together with a copy of the auditors' report, shall not less than fourteen days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the company.

Audit

65. Auditors shall be appointed and their duties regulated in accordance with sections 163 to 166 of the Act.

Notices

66. A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within New Zealand) to the address, if any, within New Zealand supplied by him to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

67. If a member has no registered address within New Zealand and has not supplied to the company an address within New Zealand for the giving of notices to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the registered office of the company shall be deemed to be duly given to him at noon on the day on which the advertisement appears.

68. (1) Notice; of every general meeting shall be given in any manner hereinbefore authorised to-

(a) Every member except those members who (having no registered address within New Zealand) have not supplied to the company an address within New Zealand for the giving of notices to them;

(b) Every person being a legal personal representative or an assignee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and

(c) The auditor for the time being of the company.

(2) No other person shall be entitled to receive notices of general meetings.

Name in Full	Address	Description	Signature	

				

Dated the……….. day of………………… 19……

Witness to the above signatures-

Signature:
Description:
Address:

______

TABLE D

Section 25 and 470

MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A SHARE CAPITAL

Memorandum of Association

1. The name of the company is "The Wakatipu Hotel Company Limited".

2. The objects for which the company is established are the facilitating of travelling in the Lake District of Otago, by providing hotels and conveyances by land and by water and by air for travellers, and the doing of all such other things as are incidental or conducive to the attainment of the above object.

3. The liability of the members is limited.

4. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding twenty pounds.

5. The share capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each.

We, the several persons whose names, addresses, and descriptions are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Name in Full	Address	Description	Signature	Number of Shares Taken	

					
Total shares taken		

Dated the………… day of……………….. 19….

Witness to the above signatures-

Signature:
Description:
Address:

Articles of Association to Accompany Preceding Memorandum o f Association

1. The number of members with which the company proposes to be registered is fifty, but the directors may from time to time register an increase of members.

2. The regulations of Table A set out in the Third Schedule to the Companies Act 1955 shall be deemed to be incorporated with these articles and shall apply to the company.

Name in full	Address	Description	Signature	

				

Dated the………….. day of…………………. 19….

Witnesses to the above signatures -

Signature:
Description:
Address:

___________

TABLE E

Section 25 and 470

MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

Memorandum of Association

1. The name of the company is "The Patent Stereotype Company".

2. The objects for which the company is established are the working of a patent method of founding and casting stereotype plates, of which method John Smith, of Wellington, is the sole patentee, and the doing of all such things as are incidental or conducive to the attainment of the above object.

We, the several persons whose names, addresses, and descriptions are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Name in Full	Address	Description	Signature	Number of Shares Taken	

					
Total shares taken		

Dated the………. day of…………………… 19…..

Witness to the above signatures-

Signature:
Description:
Address:

Articles of Association to Accompany Preceding Memorandum of Association

1. The number of members with which the company proposes to be registered is twenty, but the directors may from time to time register an increase of members.

2. The share capital of the company is two thousand pounds divided into twenty shares of one hundred pounds each.

3. The company may by special resolution -

(a) Increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe:

(b) Consolidate its shares into shares of a larger amount than its existing shares:

(c) Subdivide its shares into shares of a smaller amount than its existing shares:

(d) Cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person:

(e) Reduce its share capital in any way.

4. The regulations of Table A set out in the Third Schedule to the Companies Act 1955 (other than regulations 40 to 47 inclusive) shall be deemed to be incorporated with these articles, and shall apply to the company.

Name in Full	Address	Description	Signature	

				

Dated the………… day of……………….. 19…..

Witness to the above signatures -

Signature:
Description:
Address:

__________

FOURTH SCHEDULE

Section 48, 51, 407, 409

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN

PART I

MATTERS TO BE SPECIFIED

1. The number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.

2. The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors.

3. The names, descriptions, and addresses of the directors or proposed directors.

4. Where shares are offered to the public for subscription, particulars as to

(a) The minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided, in respect of each of the following matters:

(i) The purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;

(ii) Any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company;

(iii) The repayment of any money borrowed by the company in respect of any of the foregoing matters;

(iv) Working capital; and

(b) The amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

5. The amount payable on application and allotment on each share, and, in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, and the amount, if any, paid on the shares so allotted.

6. The number, description, and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option, that is to say

(a) The period during which it is exercisable:

(b) The price to be paid for shares or debentures subscribed for under it

(c) The consideration, if any, given or to be given for it or for the right to it:

(d) The names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

7. The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

8. (1) As respects any property to which this paragraph applies-

(a) The names and addresses of the vendors:

(b) The amount payable in cash, shares, or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor:

(c) Short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

(2) The property to which this paragraph applies is property purchased or acquired by the company or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property-

(a) The contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

(b) As respects which the amount of the purchase money is not material.

9. The amount, if any, paid or payable as purchase money in cash, shares, or debentures for any property to which paragraph 8 of this Schedule applies, specifying the amount, if any, payable for goodwill.

10. The amount, if any, paid within the two preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission.

11. The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.

12. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

13. The dates of, parties to, and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of issue of the prospectus.

14. The names and addresses of the auditors, if any, of the company.

15. Full particulars of the nature and extent of the interest, if arty, of every director in the promotion of, or in the property proposed to be acquired by, the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company.

16. If the prospectus invites the public to subscribe for shares in the company and the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

17. In the case of a company which has been carrying on business, or of a business which has been carried on, for less than three years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on.

PART II

REPORTS TO BE SET OUT

18. (1) A report by the auditors of the company with respect to-

(a) Profits and losses and assets and liabilities, in accordance with subclause (2) or subclause (3) of this paragraph, as the case requires; and

(b) The rates of the dividends, if any, paid by the company in respect of each class of shares in the company in respect of each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which the dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years,-

and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact.

(2) If the company has no subsidiaries, the report shall,-

(a) So far as regards profits and losses, deal with the profits or losses of the company in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(b) So far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up.

(3) If the company has subsidiaries, the report shall,-

(a) So far as regards profits and losses, deal separately with the company's profits or losses as provided by subclause (2) of this paragraph, and, in addition, deal either -

(i) As a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company; or

(ii) Individually with the profits or losses of each subsidiary, so far as they concern members of the company,-

or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and

(b) So far as regards assets and liabilities, deal separately with the company's assets and liabilities as provided by subclause (2) of this paragraph, and, in addition, deal either -

(i) As a whole with the combined assets and liabilities of its subsidiaries, with or without the company's assets and liabilities; or

(ii) Individually with the assets and liabilities of each subsidiary,-

and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

19. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants (who shall be named in the prospectus) upon -

(a) The profits or losses of the business in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(b) The assets and liabilities of the business at the last date to which the accounts of the business were made up.

20. (1) If -

(a) The proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and

(b) By reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the company,-

a report made by accountants (who shall be named in the prospectus) upon -

(i) The profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(ii) 'The assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up.

(2) The said report shall -

(a) Indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and

(b) Where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (3) of paragraph 18 of this Schedule in relation to the company and its subsidiaries.

PART III

PROVISIONS APPLYING TO PARTS I AND II OF SCHEDULE

21. Paragraphs 2, 3, 11 (so far as it relates to preliminary expenses), and 15 of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business.

22. Every person shall for the purposes of this Schedule be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company in any case where -

(a) The purchase money is not fully paid at the date of the issue of the prospectus:

(b) The purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus:

(c) The contract depends for its validity or fulfilment on the result of that issue.

23. Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if the expression "vendor" included the lessor, and the expression "purchase money" included the consideration for the lease, and the expression "sub-purchaser" included a sub-lessee.

24. References in paragraph 6 of this Schedule to subscribing for shares or debentures shall include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

25. For the purposes of paragraph 8 of this Schedule where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors.

26. If, in the case of a company which has been carrying on business, or of a business which has been carried on, for less than five years, the accounts of the company or business have only been made, up in respect of four years, three years, two years, or, one year, Part II of this Schedule shall have effect as if references to four years, three years, two years, or one year, as the case may be, were substituted for references to five years.

27. The expression "financial year" in Part II of this Schedule means the year in respect of which the accounts of the company or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts of the company or business have been made up for a period greater or less than a year, that greater or less period shall for the purposes of that Part of this Schedule be deemed to be a financial year.

28. Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

29. Any report by accountants required by Part II of this Schedule shall be made by accountants qualified under this Act for appointment as auditors of a company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this paragraph the expression "officer" shall include a proposed director but not an auditor.

________

FIFTH SCHEDULE

Section 58

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN

PART I

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN

The Companies Act 1955

Statement in lieu of Prospectus delivered for registration by

[Insert the name of the company]

Pursuant to section 58 of the Companies Act 1955

*'Delivered for registration by ...........
The nominal share capital of the company	£	
Divided into 	Shares of £…….each:£
Shares of £…….each:£
Shares of £…….each:£	
Amount (if any) of above capital which consists of redeemable preference shares.	Shares of £…….each:£
	
The earliest date on which the company has power to redeem these shares.		
Names, descriptions, and address of directors or proposed directors.		
If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.		
Number and amount of shares and debentures agreed to be issued as fully or partly paid up otherwise than in cash.	1. shares of £…….fully paid.
2. shares upon which £ per share credited as paid.
3. debenture £………..
4. Consideration:	
The consideration for the intended issue of those shares and debentures.		

* This should appear at the bottom of the first page of the statement.

Number, description, and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.	1. ……….shares of £…….. and debentures of £……….	
Period during which option is exercisable.	2. Until	
Price to be paid for shares or debentures subscribe for or acquired under option.	3. £	
Consideration for option or right to option	4. Consideration:	
Persons to whom option or right to option was given or, given to existing shareholders or debenture holders as such, the relevant shares or debentures.	5. Names and address:	
Names and addresses of vendors of property purchased or acquired by the company except where the contract for its purchase or acquisition was entered into in the ordinary course of the business intended to be carried on by the company or the amount of the purchase money is not material.		
Amount (in cash, shares, or debentures) payable to each separate vendor.		
Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount(if any) paid or payable for goodwill.	Total purchase price 	£-	
	Cash……………….	£	
	Shares……………. 	£	
	Debentures………..	£
_____________	
	Goodwill………….	£
_____________	
Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director, or proposed director of the company had any interest direct or indirect.		
Amount(if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or	Amount paid: £
Amount payable: £ 	
Rate of the commission 	per cent	
The number of shares, if any, which persons have agreed for a commission to subscribe absolutely.		
Estimated amount of preliminary expenses.	£……………	
By whom those expenses have been paid or are payable.		
Amount paid or intended to be paid to any promoter.	Name of promoter:
Amount £	
Consideration for the payment.	Consideration:	
Any other benefit given or intended to be given to any promoter.	Name of promoter:
Nature and value of benefit:	
Consideration for giving of benefit:	Consideration:	
Dates of, parties to, and general nature of every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company or entered into mare than two years before the delivery of this statement)		
Time and place at which the copies thereof may be inspected or (1) in the case of a contract not reduced into writing, memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a foreign language, a copy of a translation thereof in English or embodying a translation in English of the parts in foreign language, as the case may be, being a translation certified in the prescribed manner to be a corrects translation.		
Name and addresses of the auditors of the company (if any).		
Full particulars of the nature and extent of the interest of every director in the promotion of or in the property proposed to be acquired by the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by or him or the firm in connection with the promotion or formation of the company.		

(Signatures of the persons above-named as directors or proposed directors, or of their agents authorised in writing)

Date:	____________________________	
	____________________________	
	____________________________	

PART II

REPORTS TO BE SET OUT

1. Where it is proposed to acquire a business, accountants (who shall be named in the statement) upon -

(a) The profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and

(b) The assets and liabilities of the business at the last date to which the accounts of the business were made up.

2. (1) Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with subclause (2) or subclause (3) of this paragraph, as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.

(2) If the other body corporate has no subsidiaries, the report referred to in subclause (1) of this paragraph shall -

(a) So far as regards profits and losses, deal with the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and

(b) So far as regards assets and liabilities, deal with the assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up.

(3) If the other body corporate has subsidiaries, the report referred to in subclause (1) of this paragraph shall -

(a) So far as regards profits and losses, deal separately with the other body corporate's profits or losses as provided by subclause (2) of this paragraph, and in addition deal either -

(i) As a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or

(ii) Individually with the profits or losses of each subsidiary, so far as they concern members of the other body corporate, or, instead of dealing separately with the other body corporate's profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and

(b) So far as regards assets and liabilities, deal separately with the other body corporate's assets and liabilities as provided by subclause (2) of this paragraph, and, in addition, deal either -

(i) As a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate's assets and liabilities; or

(ii) Individually with the assets and liabilities of each subsidiary,-

and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

PART III

PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE

3. In this Schedule the expression "vendor" includes a vendor as defined in Part III of the Fourth Schedule to this Act, and the expression "financial year" has the meaning assigned to it in that Part of that Schedule.

4. If, in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five years, the accounts of the business or body corporate have only been made up in respect of four years, three years, two years, or one year, Part II of this Schedule shall have effect as if references to four years, three years, two years, or one year, as the case may be, were substituted for references to five years.

5. Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

6. Any report by accountants required by Part II of this Schedule shall be made by accountants qualified under this Act for appointment as auditors of a company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this paragraph the expression "officer" shall include a proposed director but not an auditor.

_______

SIXTH SCHEDULE

Section 130, 359 (3), 360 (2), and 470

FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL

ANNUAL Return of………………………………………………………………… Limited, made up to the……........ day of……………………… 19….. (being the date of the annual general meeting for the year 19…….).
__________________________________________________________________________

*Delivered for filing by …………………………………………………….............................

1. Address
(Address of the registered office of the company)
________________________________________________________________________

2. Situation of Register of Members
(Address of place at which the register of members is kept, if other than the registered office of the company)
__________________________________________________________________________

3. Summary of Share Capital and Debentures
(a) Nominal Share Capital

Nominal share capital £…………divided into-

(Insert number and class) shares of………each
………….………………..shares of………each
………………..………….shares of………each
........................................shares of ......... each
__________________________________________________________________________
*This should appear at the bottom of the first page of the return.

(b) Issued share capital and debentures
	Number	Class		
Number of shares if each class taken up to the date of this return (which number must agree with the total shown in the list as held by existing members unless the list is made up to a different date).	………..
………..
………..
………..
………..
………..
………..	………..
………..
………..
………..
………..
…………
…………	shares
shares
shares
shares
shares
shares
shares	
Number of shares if each class issued subject to payment wholly in cash.	………..
………..
………..	………..
………..
………..	shares
shares
shares	
Number of shares of each class issued as fully paid up for a consideration other than cash.	………..
………..
………..
………..
………..	………..
………..
………..
………..
………..	shares
shares
shares
shares
shares	
Number of shares of each class issued as partly paid up for a consideration other than cash and extent to which each such share is so paid up.	Issued as paid up to the extent of 
₤…… per share. 	
	…………	……….	shares	
	Issued as paid up to the extent of 
₤…….. per share.	
	………..	...........	shares	
	Issued as paid up to the extent of 
₤……..  per share.	
	………..	………..	shares	
	Issued as paid up to the extent of
₤……..  per share.	
Number of shares (if any) of each class issued at a discount.	………..
………..
………..
………..	………..
………..
………..
………..	shares
shares
shares
shares	
Amount of discount on the issue of shares which has not been written off at the date of this return.	

₤…………………	
		
	Number	Class 		
Amount called upon number of shares of each class.	£ per share on
£ per share on
£ per share on
£ per share on
£ per share on	………..
………..
………..
………..
………..	………..
………..
………..
………..
………..	shares
shares
shares
shares
shares	
Total amount of calls received, including payments on application and allotment and any sums received on shares forfeited.	

£…………….	
		Number 	Class		
Total amount (if any) agreed to be considered as paid on number of shares of each class issued as fully paid up for a consideration other than cash.	

£…on	

………..
………..
………..
………..	

………..
………..
………..
………..	

shares
shares
shares
shares	
Total amount (if any) agreed to be considered as paid on number of shares of each of class issued as partly paid up for a consideration other than cash.	

£…on	

………..
………..
………..
………..	

………..
………..
………..
………..	

shares
shares
shares
shares	
Total amount of calls unpaid.	£……………..	
Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures since the date of the *last return.	

£……………..	
Total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the *last return.	

£……………..	
	Number 	Class		
Total number of shares of each class forfeited and not sold or otherwise disposed of.	………..
………..
………..
………..	………..
………..
………..
………..	shares
shares
shares
shares	
Total amount paid (if any) on shares forfeited.	
£……………..	
Total amount of shares for which share warrants to bearer are outstanding.	

£……………..	
Total amount of share warrants to bearer issued and surrendered respectively since the date of the *last return.	
Issued:

Surrendered:	
£……………..

£……………..	
Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind.	

…………………………………………………………...	

*In the case of the first annual return strike out the words “last return”, and substitute the words “incorporation of the company”.

4. Particulars of indebtedness

Total amount of indebtedness of the company in respect of all charges which are required to be registered with the Registrar companies under the Companies Act 1955, or which would have been required so to be registered if created after 23 November 1903.	

£……………	

5. Particulars of Directors and Secretaries

Particulars of the person who are directors of the company immediately after the annual general meeting for 19…:

Name.
(In the Case of an Individual, Present Christian Name or Names and Surname. In the Case of a Corporation, the Corporate Name)	Any Former Christian Name or Names or Surname	Nationality	Usual Residential Address.
(In the Case of a Corporation, the Registered or Principal Office)	Business Occupation or Particulars of Another Directorship (if any)	

					
Particulars of the person who is secretary of the company at the date of this return:	

Name.
(In the case of an Individual Present Christian Name or Names and Surnames. In the Case of a Corporation the Corporate Name)	Any Former Christian Name or Names or Surnames	Usual Residential Address.
(In the case of a Corporation the Registered or Principal Office.	

			

Notes

"Director" includes any person who occupies the position of a director by whatsoever name called, and any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

"Christian name" includes a forename, and "surname", in the case of a peer or a person usually known by a title different from his surname, means that title.

"Former christian name" and "former surname" do not include-

(a) In the case of a peer or a person usually known by a British title different from his surname, the name by which he was known before the adoption of or succession to the title; or

(b) In the case of any other person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or

(c) In the case of a married woman the name or surname by which she was known before the marriage.

If a director has no business occupation but is a director of any other body corporate or bodies corporate incorporated in New Zealand, the name of that body corporate or of some one of those bodies corporate should be given. This does not apply to bodies corporate of which the company making the return is the wholly owned subsidiary or bodies corporate which are the wholly owned subsidiaries either of the company or of another company of which the company is the wholly owned subsidiary. A body corporate is deemed to be the wholly owned subsidiary of another if it has no members except that other and that other's wholly owned subsidiaries and its or their nominees.

Where all the partners of the firm are joint secretaries, the name and principal office of the firm may be stated.

6. List of Past and Present Members

List of persons holding shares or stock in the company

*immediately after the annual general meeting for 19…,
*at the 3lst day of March 19…,

and of persons who have held shares or stock therein at any time since the date of the last list, or in the case of the first list, of the incorporation of the company:

Folio in Register Ledger Containing Particulars	Name and addresses	Account shares	Remarks	
		Number of Shares Held by Existing Members at the Date of List
†‡	Particulars of Shares Transferred Since the Date of the Last List, or, in the Case of the First List, of the In corporation of the Company, by (a) Persons Who are Still Members and (b) Persons Who Have Ceased to be Members §		
			Number
†	Date of Registration
of Transfer		

				(a)
	(b)		
	Signed:

Signed:		, Director.

, Secretary.	

*Delete line not required. At the option of the company, the list may be dated as at the 31st day of March preceding the date of the return.

†The aggregate number of shares held by each member must be stated, and the aggregates must be added up so as to agree with the number of shares stated in the Summary of Share Capital and Debentures to have been taken up, unless the list is made up to a different date from the return.

‡When the shares are of different classes these columns should be subdivided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock the amount of stock held by each member must be shown.

§The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the "Remarks" column immediately opposite the particulars of each transfer.

Notes

1. If the list for either of the two immediately preceding years has given as at the date of that list the full particulars required as to past and present members and the shares and stock held and transferred by them, only such of the particulars need be given as relate to persons ceasing to be or becoming members since the date of the last list and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member.

2. If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.

CERTIFICATES AND OTHER DOCUMENTS ACCOMPANYING ANNUAL RETURN

Certificate to be Given by a Director and the Secretary of Every Private
Company

We certify that the company has not since the date of the *last annual return issued any prospectus inviting subscriptions for shares in its capital.

Signed, ………., Director.
Signed, ……….., Secretary.

Further Certificate to be Given by a Director and the Secretary of a Private Company if the Number of Members of the Company Exceeds Twenty-five

WE certify that the excess of the number of members of the company over twenty-five consists wholly of persons who-

(a) Are in the full time employment of the company, and have been in such employment for at least two years; or

(b) Having been formerly in the full time employment of the company for at least two years, were while in that employment, and have continued after the termination of that employment to be, members of the company.

Signed: ………., Director.
Signed: ………., Secretary.

Certified Copies of Accounts

Except where the company is a private company as defined by section 2 of the Companies Act 1955, there must be annexed to this return a copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which this return relates (including every document required by law to be annexed to the balance sheet) and a copy (certified as aforesaid) of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet. If any such balance sheet or document required by law to be annexed thereto is in a :foreign language there must also be annexed to that balance sheet a translation in English of the balance sheet or document certified in the prescribed manner to be a correct translation. If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the auditors' report with respect to the form of balance sheets or documents aforesaid, as the case may be, there must be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended must be stated thereon.

_____________

*In the case of the first annual return strike out the words "last annual return", and substitute the words "incorporation of the company".

___________

SEVENTH SCHEDULE

Section 305

PROVISIONS WHICH DO NOT APPLY IN THE CASE OF A WINDING UP SUBJECT TO SUPERVISION OF THE COURT

Number of Section	Subject matter	
231	Statement of company’s affairs to be submitted to Official Assignee.	
232	Report by Official Assignee.	
233	Power of Court to appoint liquidators.	
234	Appointment and powers of provisional liquidator.	
235	Appointment, style, etc., of liquidators.	
236	Provisions where person other than Official Assignee is appointed liquidator.	
237 except
subs. (5)	General provisions as to liquidators.	
241	Exercise and control of liquidator’s powers.	
242	Books to be kept by liquidator.	
243	Payments of liquidator into bank.	
244	Audit of liquidator’s accounts.	
245	Control of Minister of Justice over liquidators.	
246	Release of liquidators.	
247	Meetings of liquidators and contributories to determine whether committee of inspection.	
248	Constitution and proceedings of committee of inspection.	
249	Powers of Court where no committee of inspection.	
257	Appointment of special manager.	
263	Power to order public examination of promoters and officers.	
266	Delegation to liquidators of certain powers of Court.	
244	Power to appoint Official Assignee as receiver for debenture holders or creditors.	

_______

EIGHTH SCHEDULE

Section 64, 153, 156, 161, 166, 470.

ACCOUNTS

PRELIMINARY

1. (1) Of Part I of this Schedule, paragraphs 3 to 12 apply to the balance sheet and paragraphs 13 to 15 to the profit and loss account.

(2) Part I is subject to the exceptions and modifications provided for by Part II of this Schedule in the case of a holding company, and by Part III thereof in the case of companies of the classes specified in any Order in Council made under that Part.

(3) The requirements of this Schedule may also be modified generally by Order in Council made under section 470 and in particular cases by Orders in Council made under sections 153 (4) and 156 (3).

(4) This Schedule has effect in addition to sections 151 to 167 and 197 of this Act, and particularly to sections 153 (1) and 156 (1) requiring the accounts to give a true and fair view of the state of affairs and profit or loss of the company.

2. (1) For the purposes of this Schedule, unless the context otherwise requires,-

(a) The expression "provision" shall, subject to subclause (2) of this paragraph, mean any amount written off or retained by way of providing for depreciation, renewals, or diminution in value of assets or retained by way of providing for any known liability of which the amount cannot be determined with substantial accuracy:

(b) The expression "reserve" shall not, subject as aforesaid, include any amount written off or retained by way of providing for depreciation, renewals, or diminution in value of assets or retained by way of providing for any known liability:

(c) The expression "capital reserve" shall not include any amount regarded as free for distribution through the profit and loss account:

(d) The expression “revenue reserve” shall mean any reserve other than a capital reserve,-

 and in this paragraph the expression "liability" shall include all liabilities in respect of expenditure contracted for and all disputed or contingent liabilities.

(2) Where-

(a) Any amount written off or retained by way of providing for depreciation, renewals, or diminution in value of assets, not being an amount written off or retained before the 1st day of September 1955; or

(b) Any amount retained by way of any providing for any known liability,-

in excess of that which in the opinion of the directors is reasonably necessary for the purpose, the excess shall be treated for the purposes of this Schedule as a reserve and not as a provision.

PART I

GENERAL PROVISIONS AS TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

Balance Sheet

3. (1) The liabilities, provisions, reserves, and current and fixed assets shall be classified under separate headings appropriate to the company's business:

Provided that-

(a) Where the amount of any class is not material, it may be included under the same heading as some other class; and

(b) Where any assets of one class are not separable from assets of another class, those assets may be included under the same heading.

(2) Fixed assets shall also be distinguished from current assets.

(3) The method or methods used to arrive at the amount of the fixed assets under each heading shall be stated.

(4) Current liabilities shall also be distinguished from other liabilities.

4. Where any liability of the company is secured otherwise than by operation of law on any assets of the company, the fact that that liability is so secured shall be stated, but it shall not be necessary to specify the assets on which the liability is secured.

5. Where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the books of the company shall be stated.

6. The aggregate amounts respectively of capital reserves, revenue reserves, and provisions (other than provisions for depreciation, renewals, or diminution in value of assets) shall be stated under separate headings:

Provided that-

(a) This paragraph shall not require a separate statement of any of the said three amounts which is not material; and

(b) The Governor-General may, by Order in Council, direct that it shall not require a separate statement of the amount of provisions where he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account a provision (other than as aforesaid) shall be so framed or marked as to indicate that fact.

7. (1) There shall also be shown (unless it is shown in the profit and loss account or a statement or report annexed thereto, or the amount involved is not material)-

(a) Where the amount of the capital reserves, of the revenue reserves, or of the provisions (other than provisions for depreciation, renewals, or diminution in value of assets) shows an increase as compared with the amount at the end of the immediately preceding financial year, the source from which the amount of the increase has been derived; and

(b) Where-

(i) The amount of the capital reserves or of the revenue reserves shows a decrease as compared with the amount at the end of the immediately preceding financial year; or

(ii) The amount at the end of the immediately preceding financial year of the provisions (other than provisions for depreciation, renewals, or diminution in value of assets) exceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof,-

the application of the amounts derived from the difference.

(2) Where the heading showing any of the reserves or provisions aforesaid is divided into subheadings, this paragraph shall apply to each of the separate amounts shown in the subheadings instead of applying to the aggregate amount thereof.

8. The authorised share capital, issued share capital, liabilities, and assets shall be summarised, with such particulars as are necessary to disclose the general nature of the assets and liabilities, and there shall be specified-

(a) Any part of the issued capital that consists of redeemable preference shares, and the earliest date on which the company has power to redeem those shares

(b) So far as the information is not given in the profit and loss account, any share capital on which interest has been paid out of capital during the financial year, and the rate at which interest has been so paid:

(c) The amount of the share premium account:

(d) Particulars of any redeemed debentures which the company has power to reissue.

9. (1) The matters referred to in subclauses (2) to (9) of this paragraph shall be stated by way of note, or in a statement or report annexed, if not otherwise shown.

(2) The number, description, and amount of any shares in the company which any person has an option to subscribe for, together with the following particulars of the option, that is to say:

(a) The period during which it is exercisable:

(b) The price to be paid for shares subscribed for under it.

(3) The amount of any arrears of fixed cumulative dividends on the company's shares and the period for which the dividends or, if there is more than one class, each class of them are in arrears.

(4) Particulars -of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

(5) The general nature of any other contingent liabilities not provided for and, where practicable, the aggregate amount or estimated amount of those liabilities, if it is material.

(6) Where practicable the aggregate amount or estimated amount; if it is material, of. contracts for capital expenditure, so far as not provided for.

(7) If in the opinion of the directors any of the current assets have not a value, on realisation in the ordinary course of the company's business, at least equal to the amount at which they are stated, the fact that the directors are of that opinion.

(8) The basis on which foreign currencies have been converted into New Zealand currency, where the amount of the assets or liabilities affected is material.

(9) Except in the case of the first balance sheet laid before the company after the commencement of this Act, the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance sheet.

10. There shall be shown under separate headings-

(a) The aggregate amounts respectively of the company's investments as follows:

(i) Investments in Government, local body, or other public debentures, stock, or bonds:

(ii) Investments in companies:

(iii) Other investments:

(b) The aggregate amount of any outstanding loans made under the authority of paragraphs (b) and (c) of the proviso to subsection (1) of section 62 of this Act:

(c) The aggregate amount of bank loans and overdrafts:

(d) The net aggregate amount which is recommended for distribution by way of dividend.

11. (1) The method of arriving at the amount of any fixed asset shall, subject to subclause (2) of this paragraph, be to take the difference between-

(a) Its cost or, if it stands in the company's books at a valuation, the amount of the valuation; and

(b) The aggregate amount provided or written off since the date of acquisition or valuation, as the case may be, for depreciation or diminution in value,-

and for the purposes of this paragraph the net amount at which any assets stand in the company's books at the commencement of this Act (after deduction of the amounts previously provided or written off for depreciation or diminution in value) may be treated as if it were the amount of a valuation of those assets made at the commencement of this Act and, where any of those assets are sold, the said net amount less the amount of the sales may be treated as if it were the amount of a valuation so made of the remaining assets.

(2) Subclause (1) of this paragraph shall not apply-

(a) To assets the replacement of which is provided for wholly or partly-

(i) By making provision for renewals and charging the cost of replacement against the provision so made; or

(ii) By charging the cost of replacement direct to revenue; or

(b) To any investments of which the market value (or, in the case of investments not having a market value, their value as estimated by the directors) is shown either as the amount of the investments or by way of note; or 

(c) To goodwill, patents, or trade marks.

(3) For the assets under each heading whose amount is arrived at in accordance with subclause (1) of this paragraph, there shall be shown-

(a) The aggregate of the amounts referred to in paragraph (a) of that subclause; and

(b) The aggregate of the amounts referred to in paragraph (b) thereof.

(4) As respects the assets under each heading whose amount is not arrived at in accordance with the said subclause (1) because their replacement is provided for as mentioned in subclause (2) (a) of this paragraph, there shall be stated-

(a) The means by which their replacement is provided for; and

(b) The aggregate amount of the provision (if any) made for renewals and not used.

12. (1) There shall be stated under separate headings, so far as they are not written off,-

(a) The preliminary expenses:

(b) Any expenses incurred in connection with any issue of share capital or debentures:

(c) Any sums paid by way of commission in respect of any shares or debentures:

(d) Any sums allowed by way of discount in respect of any debentures:

(e) The amount of the discount allowed on any issue of shares at a discount:

(f) If the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property, the said amount so shown or ascertained so far as not written off or, as the case may be, the said amount so far as it is so shown or ascertainable and as so shown or ascertained, as the case may be.

(2) Nothing in paragraph (f) of subclause (1) of this paragraph shall be taken as requiring the amount of the goodwill, patents, and trade marks to be stated otherwise than as a single item.

Profit and Loss Account

13. (1) There shall be shown separately-

(a) The amount of income from investments, distinguishing between-

(i) Investments in Government, local body, or other public debentures, stock, or bonds:

(ii) Investments in companies:

(iii) Other investments:

(b) The amount of the interest on the company's debentures and other fixed loans:

(c) The amount charged to revenue by way of provision for depreciation, renewals, or diminution in value of fixed assets:

(d) The amount of the provision for New Zealand taxes on the income derived during the financial year:

(e) The aggregate amount of the dividends paid:

(f) The amount, if material, set aside or proposed to be set aside to, or withdrawn from, reserves:

(g) Subject to subclause (2) of this paragraph, the amount, if material, set aside to provisions other than provisions for depreciation, renewals, or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof:

(h) The amounts respectively provided for redemption of share capital and for redemption of loans.

(2) The Governor-General may, by Order in Council, direct that company shall not be obliged to show an amount set aside to provisions in accordance with paragraph (g) of subclause (1) of this paragraph if he is satisfied that that is not required in the public interest and would prejudice the company, but subject to the condition that any heading stating an amount arrived at after taking into account the amount set aside as aforesaid shall be so framed or marked as to indicate that fact.

14. If the fees and expenses of the auditors are not fixed by the company in general meeting, the amount thereof shall be shown under a separate heading.

15. (1) The matters referred to in subclauses (2) to (4) of this paragraph shall be stated by way of note, if not otherwise shown.

(2) If depreciation or replacement of fixed assets is provided for by some method other than a depreciation charge or provision for renewals, or is not provided for, the method by which it is provided for or the fact that it is not provided for, as the case may be.

(3) Except in the case of the first profit and loss account laid before the company after the commencement of this Act, the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.

(4) Any material respects in which any items shown in the profit and loss account are affected-

(a) By transactions of a sort not usually undertaken by the company; or

(b) Otherwise by circumstances of an nature; or

(c) By any change in the basis of accounting.

PART II

SPECIAL PROVISIONS WHERE THE COMPANY IS A HOLDING OR SUBSIDIARY COMPANY

Modifications of an Additions to Requirements as to Company’s Own Accounts

16. (1) This paragraph shall apply where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.

(2) The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company's subsidiaries shall! be so set out separately from all its other liabilities and-

(a) The references in Part I of this Schedule to the company's investments shall not include investments in its subsidiaries required by this paragraph to be separately set out; and

(b) Paragraph 11, subclause (1) (c) of paragraph 13, and subclause (2) of paragraph 15 of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.

(3) There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description, and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in the case of which the subsidiary is concerned as personal representative or in the case of which it is concerned as trustee and neither the company nor any subsidiary thereof is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(4) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing-

(a) The reasons why subsidiaries are not dealt with in group accounts:

(b) The net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)-

(i) For the respective financial years of the subsidiaries ending with or during the financial year of the company; and

(ii) For their previous financial years since they respectively became the holding company's subsidiary:

(c) The net aggregate amount of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)-

(i) For the respective financial years of the subsidiaries ending with or during the financial year of the company; and

(ii) For their previous financial years since they respectively became the holding company's subsidiary,-

so far as those profits are dealt with, or provision is made for those losses, in the company's accounts:

(d) Any qualifications contained in the report of the auditors of the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members-

or in so far as the information required by this subclause is not obtainable, a statement that it is not obtainable:

Provided that the Governor-General may, by Order in Council made on the application or with the consent of the company's directors, direct that in relation to any subsidiary this subclause shall not apply or shall apply only to such extent as may be provided by the direction.

(5) Paragraphs (b) and (c) of subclause (4) of this paragraph shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses, and the profits or losses attributable to any shares in a subsidiary for the time being held by the holding company or any other of its subsidiaries shall not (for that or any other purpose) be treated as aforesaid so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, except that they may in a proper case be so treated where-

(a) The company is itself the subsidiary of another body corporate; and

(b) The shares were acquired from that body corporate or a subsidiary of it,-

and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day to day during that year and be apportioned accordingly.

(6) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company,-

(a) The reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company; and

(b) The dates on which the subsidiaries' financial years ending last before that of the company respectively ended or the earliest and latest of those dates.

17. (1) The balance sheet of a company which is a subsidiary of another body corporate, whether or not it is itself a holding company, shall show the aggregate amount of its indebtedness to all bodies corporate of which it is a subsidiary or a fellow subsidiary and the aggregate amount of the indebtedness of all such bodies corporate to it, distinguishing in each case between indebtedness in respect of debentures and otherwise.

(2) For the purposes of this paragraph a company shall be deemed to be a fellow subsidiary of another body corporate if both are subsidiaries of the same body corporate but neither is the other's.

Consolidated Accounts o f Holding Company and Subsidiaries

18. Subject to the following paragraphs of this Part of this Schedule, the consolidated balance sheet and profit and loss account shall combine the information contained in the separate balance sheets and profit and loss accounts of the holding company and of the subsidiaries dealt with by the consolidated accounts, but with such adjustments (if any) as the directors of the holding company think necessary.

19. Subject as aforesaid and to Part III of this Schedule, the consolidated accounts shall, in giving the said information, comply, so far as practicable, with the requirements of this Act as if they were the accounts of an actual company.

20. Section 197 of this Act shall not, by virtue of paragraphs 18 and 19 of this Schedule, apply for the purpose of the consolidated accounts.

21. Paragraph 7 of this Schedule shall not apply for the purpose of any consolidated accounts laid before a company with the first balance sheet so laid after the commencement of this Act.

22. In relation to any subsidiaries of the holding company not dealt with by the consolidated accounts-

(a) Subclauses (2) and (3) of paragraph 16 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were subsidiaries; and

(b) There shall be annexed the like statement as is required by subclause (4) of that paragraph where there are no group accounts, but as if references therein to the holding company's accounts were references to the consolidated accounts.

23. In relation to any subsidiaries (whether or not dealt with by the consolidated accounts) whose financial years did not end with that of the company, there shall be annexed the like statement as is required by subclause (6) of paragraph 16 of this Schedule where there are no group accounts.

PART III

EXCEPTIONS FOR SPECIAL CLASSES OF COMPANY

24. (1) Where he deems it necessary in the public interest, the Governor-General may, by Order in Council, exempt any class of companies from such of the requirements of this Schedule as may be specified in that behalf in the order; but a company taking advantage of any such exemption shall be subject, instead of the said requirements, to any prescribed conditions as respects matters to be stated in its accounts or by way of note thereto and as respects information to be furnished to the Minister or a person authorised by him to require it.

(2) The accounts of a company shall not be deemed, by reason only of the fact that they do not comply with any requirements of Part I of this Schedule from which the company is exempt by virtue of this paragraph, not to give the true and fair view required by this Act.

(3) Where a company entitled to any exemption under this paragraph is a holding company, the reference in Part II of this Schedule to consolidated accounts complying with the requirements of this Act shall, in relation to consolidated accounts of that company, be construed as referring to those requirements in so far only as they apply to the separate accounts of that company.

See the following orders made under this Part:
The Companies Accounts (Freezing Works Companies) Exemption Order 1956 (S.R. 1956/185).
The Companies Accounts (Insurance Companies) Exemption Order 1957 (S.R. 1957/162).

________

NINTH SCHEDULE

Section 354

PROVISIONS WHICH DO NOT APPLY TO PRIVATE COMPANIES

Number of
Section 	Subject-matter	
52	Restrictions on alterations of terms mentioned in prospectus or statement in lieu of prospectus	
57	Prohibition of allotment unless minimum subscription received.	
58	Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.	
59	Effect of irregular allotment.	
60 (1) (a)	Return of allotments.	
69	Reserve liability of limited company.	
117	Restrictions on commencement of business.	
133	Document to be annexed to annual return.	
134	Statutory meeting and statutory report.	
137	Length of notice for calling meetings.	
162	Right to receive copies of balance sheet and auditors’ report.	
165 (1) (b) 	Disqualification of certain persons for appointment as auditors.	
184	Restrictions on appointment or advertisement of director.	
186	Appointment of directors to be voted on individually.	
187	Removal of directors.	
190	Prohibition of loans to directors.	

________

TENTH SCHEDULE

Section 361

FORM OF MEMORANDUM OF SUBSCRIPTION FOR INCREASED
CAPITAL OF A PRIVATE COMPANY

MEMORANDUM of subscription for new capital of ……………………………….. Limited, amounting to …………… pounds, divided into ………….. shares of …………… pounds each.

We, the several persons whose names, addresses, and descriptions are subscribed, respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Name in full	Address	Description	Signature	Number of shares Taken	

					
Total shares taken being all the new shares)		

Dated the …………day of ………………..…..19.........

Witness to the above signatures-

Signature:
Description:
Address:

________

ELEVENTH SCHEDULE

Section 366

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGIS'T'RAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY, AND REPORTS TO BE SET OUT THEREIN

PART 1

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED

The Companies Act 1955

Statement in lieu of Prospectus delivered for registration by

[Insert the name of the company]

Pursuant to section 366 of the Companies Act 1955

*Delivered for registration by ......................................................................................................

The nominal share of capital of the company.	£	
Divided into…………………………………..	Shares of £……….each: £
Shares of £……….each: £
Shares of £……….each: £
Shares of £……….each: £	
Amount (if any) of above capital which consists redeemable preference shares.		
The earliest date on which the company has power to redeem these shares.		
Names, descriptions, and addresses of directors or proposed director.		
Amount of shares issued……………………..	Shares	
Amount of commissions paid in connection therewith.		
Amount of discount, if any allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement.		
Unless more than one year has elapsed since the date on which the company was entitled to commence business:		
Amount of preliminary expenses.	£	
By whom those expenses have been paid or are payable.		
Amount paid to any promoter.	Name of promoter
Amount: £…….	
Consideration for the payment.	Consideration:	
Any other benefit given to any promoter	Name of promoter:
Nature and value of benefit:	
Consideration for giving of benefit.	Consideration:	
* This should appear at the bottom of the first page of the statement.

If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.		
Number and amount of shares and debentures issued within the two years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to be so issued at the date of this statement	1. shares of £……. fully paid.
2. shares upon which £…….
 per share credited as paid.
3. debenture £……….	
Consideration for the issue of those shares or debentures.	4. Consideration:	
Number, description, and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.	1. shares of £………. and……. 
debentures of £……..	
Period during which option is exercisable.	2. Until	
Price to be paid for shares or debentures subscribed for or acquired under option.	3. £	
Consideration for option or right to option.	4. Consideration:	
Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.	5. Names and addresses:	
Names and addresses of vendors of property (1) purchased or acquired by the company within the two years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the contract and the company ceasing to be a private company or where the amount of the purchase money is not material.		
Amount (in cash, shares, or debentures) paid or payable to each separate vendor.		
Amount paid or payable in cash, shares, or debentures for any such property specifying the amount paid or payable for goodwill.	Total purchase price	£……………
	
	Cash 	£…………….	
	Shares	£…………….	
	Debentures	£……………..
_________________	
	Goodwill	£……………..
_________________	
Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director, or proposed director of the company had any interest direct or indirect.		
Dates of, parties to, and general nature of every material contract (other than contracts entered into in the ordinary course of business or entered into more than two years before the delivery of this statement).		
Time and place at which the contracts or copies thereof may be inspected or (1) in the case of a contract not reduced into writing a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a foreign language, a copy of a translation thereof in English or embodying a translation in English of the parts in a foreign language, as the case may be, being a translation certified in the prescribed manner to be a correct translation.		
Names and addresses of the auditors of the company.		
Full particulars of the nature and extent of the interest of every director in any property purchased or acquired by the company within the two years preceding the date of this statement or proposed to be purchased or acquired by the company or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered or to be rendered to the company by him or by the firm.		
Rates of the dividends (if any) paid by the company in respect of each class of shares in the company in each of the five financial years immediately preceding the date of this statement or since the incorporation of the company, whichever period is the shorter.		
Particulars of the cases in which no dividends have been paid in respect of any class of shares in any of these years.		

(Signatures of the persons above-named as directors or proposed directors or of their agents authorised in writing.)		
	________________________________	
	________________________________	
	________________________________	
Date:		

PART II

REPORTS TO BE SET OUT

1. If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by accountants (who shall be named in the statement) upon-

(a) The profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and

(b) The assets and liabilities of the business at the last date to which the accounts of the business were made up.

2. (1) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with subclause (2) or subclause (3) of this paragraph, as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares; to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.

(2) If the other body corporate has no subsidiaries, the report referred to in subclause (1) of this paragraph shall-

(a) So far as regards profits and losses, deal with the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and

(b)So far as regards assets and liabilities, deal with the assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up.

(3)If the other body corporate has subsidiaries, the report referred subclause (1) of this paragraph shall,-

(a)So far as regards profits and losses, deal separately with the other body corporate's profits or losses as provided by subclause (2) of this paragraph, and, in addition, deal either-

(i) As a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or

(ii) Individually with the profits or losses of each subsidiary, so far as they concern members of the other body corporate,-

or, instead of dealing separately with the other body corporate's profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and

(b) So far as regards assets and liabilities, deal separately with the other body corporate's assets and liabilities as provided by subclause (2) of this paragraph, and, in addition, deal either-

(i) As a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate's assets and liabilities; or

(ii) Individually with the assets and liabilities of its subsidiary,-

and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

PART III

PROVISIONS APPLYING TO PARTS I, AND II OF THIS SCHEDULE

3. In this Schedule the expression "vendor" includes a vendor as defined in Part III of the Fourth Schedule to this Act, and the expression "financial year" has the meaning assigned to it in that Part of that Schedule.

4. If, in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five years, the accounts of the business or body corporate have only been made up in respect of four years, three years, two years, or one year, Part II of this Schedule shall have effect as if references to four years, three years, two years, or one year, as the case may be, were substituted for references to five years.

5. Any report required by Part II of this Schedule shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

6. Any report by accountants required by Part II of this Schedule shall be made by accountants qualified under this Act for appointment as auditors of a company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company, or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this paragraph the expression "officer" shall include a proposed director but not an auditor.

__________

TWELFTH SCHEDULE

Section 418 and 470

FORM OF STATEMENT TO BE PUBLISHED BY COMPANIES CARRYING ON INSURANCE BUSINESS (OTHER THAN LIFE INSURANCE)

*THE share capital of the company is …………………., divided into………………………... shares of…………………………. each.

The number of shares issued is…………………………………………………………………..

Calls to the amount of…………………………………… pounds per share have been made,
under which the sum of…………………………… pounds has been received.

The liabilities of the company on the first day of January were-

Debts owing to sundry persons by the company-

On judgment, £ 

On deeds, £

On notes or bills, £

On simple contracts, £

On estimated liabilities, £

The assets of the company on that day were-

Government securities [stating them]

Bills of exchange and promissory notes, £ Cash at the bankers, £

Other securities, £

______________________________
*If the company has no share capital the portion of the statement relating to capital and shares must be omitted.

THIRTEENTH SCHEDULE

Section 461

PROVISIONS REFERRED TO IN SECTION 461 OF THE ACT
(RELATING TO THE PENALTY FOR FALSE STATEMENTS)

Number of sections	Subject-matter	
29	Conclusiveness of certificate of corporation.	
48	Matters to be stated and reports to be set out in prospectus.	
58	Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.	
60	Return as to allotments.	
102	Registration of charges created by companies.	
104	Duty of companies to register charges existing on property acquired.	
114	Application o Part IV to overseas companies.	
117	Restrictions on commencement of business.	
130 (except para. (a) of subs. (2))	Particulars in annual return of company having a share capital.	
131 (except para. (a) of subs. (2))	Particulars in annual return of company not having a share capital.	
134	Statutory meeting and statutory report.	
166 (1), (3)	Auditors’ report and right to information and explanations.	
184	Restrictions on appointment or advertisement of director.	
296	Notice by liquidator of his appointment.	
348(2)	Abstract of receiver's receipts and payments.	
350	Delivery to Registrar of accounts of receivers and managers.	
359(3) and 360(2)	Certificate to be sent by private companies with annual return.	
366 (6)-(10)	Statement in lieu of prospectus to be delivered to Registrar by company on reregistration as public company.	
397	Documents, etc., to be delivered to Registrar by overseas companies carrying on business in New Zealand.	
401	Return to be delivered to Registrar by overseas company where documents, etc. altered.	
402	Accounts of overseas company.	
403	Obligation to state name of overseas company, whether limited, and country where incorporated.	

_________

FOURTEENTH SCHEDULE

SECTION 471

PROVISIONS WHICH MAY BE MODIFIED FOR UNUSUALLY LARGE COMPANIES

Number of Sections	Subject-matter	
136 (1) (a)	Convening of extraordinary general meeting on requisition.	
140(3)	Articles prescribing time for receipt of proxies.	
144(2) (b)	Circulation of members’ resolutions, etc., on requisition.	
168(1) (a)	Investigation of company’s affairs on application of members.	
196(1) (a)	Statement as to remuneration of directors to be furnished to shareholders on demand.	

__________

FIFTEENTH SCHEDULE

Section 474

ENACTMENTS REPEALED

1933, No. 29-The Companies Act 1933.
1934, No. 31-The Finance Act (No. 3) 1934: Section 30.
1936, No. 58-The Statutes Amendment Act 1936: Section 19.
1939, No. 39-The Statutes Amendment Act 1939: Sections 9 to 12.
1940, No. 27-The Insurance Companies Act 1940.
1941, No. 26-The Statutes Amendment Act 1941: Section 6.
1945, No. 40-The Statutes Amendment Act 1945: Sections 11 and 12.
1952, No. 66-The Companies Amendment Act 1952.
1954, No. 52-The Stamp Duties Act 1954: Section 148.

………………

So much of this Schedule as related to s. 9 of the Cooperative Fertiliser Manufacturing Companies Act 1955 was repealed by s. 12 of the Cooperative Companies Act 1956.

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