Companies Act 1993¶


Regulator	Companies Office / MBIE
Jurisdiction	NZ
Status	live
Applicability	External — Company law obligations (incorporation, director duties, statutory registers). Legal and company secretarial process external to the platform.

Outside platform boundary

Company law obligations (incorporation, director duties, statutory registers). Legal and company secretarial process external to the platform.

The Companies Act 1993 is the primary company law statute in New Zealand. It governs the incorporation, management, and winding up of companies registered in New Zealand. For a licensed bank, the Act applies alongside prudential and conduct regulation.

Key provisions relevant to a bank include: directors' duties (S.131 — act in good faith and in the best interests of the company; S.135 — no reckless trading; S.136 — do not agree to obligations the company cannot perform), solvency certificate requirements for distributions to shareholders, the share register, annual returns, and shareholder disclosure obligations.

The Companies Office (administered by MBIE) maintains the New Zealand Companies Register.

Compliance register¶

This register maps the material obligations under the Act that are relevant to the bank's operations. The majority of obligations are institutional — owned by the board, directors, and company secretarial function. The platform provides the financial data that supports solvency assessments and director decision-making but does not execute statutory filings or govern corporate structure.

Scope legend¶

Symbol	Meaning
🤖 Automated	Platform enforces or performs the obligation. Primary control mode is GATE, AUTO, CALC, or ALERT. Human action is not required in the normal case.
📊 Evidenced	Platform captures the evidence trail automatically. Human compliance decision sits on top. Primary control mode is LOG.
🏛 Institutional	Obligation is met by a process entirely outside the platform — board governance, legal, company secretarial.

Build legend¶

Symbol	Meaning
✅	Module built and deployed
🔨	Module planned — not yet built (`build_status: Not started`)
❌	Uncontrolled gap — no module attributed

Directors' duties (ss.131–138)¶

Ref	Obligation	Scope	Policy	Platform controls	Build
S.131	Act in good faith and in what the director believes to be the best interests of the company	🏛 Institutional	GOV-009	Board governance is entirely institutional. MOD-147 (CALC/ALERT) — related party exposure calculations and limit breach alerts provide directors with the real-time data needed to exercise their duties	🔨
S.135	Must not trade recklessly — must not cause or allow the business to be carried on in a manner likely to create a substantial risk of serious loss to creditors	📊 Evidenced	REP-004	MOD-001 (AUTO) — statutory P&L and balance sheet sourced directly from ledger; no manual restatement. MOD-033 (CALC) — capital ratios computed from live exposure data; capital breach triggers automatic board notification	🔨
S.136	Must not agree to the company incurring an obligation it cannot perform	📊 Evidenced	REP-004	MOD-001 (CALC) — double-entry ledger provides the real-time financial position underpinning solvency assessment. MOD-080 (AUTO) — statutory financial statements produced from the analytical layer on the regulatory schedule	🔨
S.138	Disclosure of interests — directors must disclose interests in transactions to the board	🏛 Institutional	GOV-009	Director interest disclosures are an institutional governance record. MOD-147 (CALC) — related party exposure monitor aggregates and surfaces related party positions for board review	🔨

Distributions and solvency (ss.52–56)¶

Ref	Obligation	Scope	Policy	Platform controls	Build
S.52	A company may only make a distribution if the board is satisfied it will remain solvent immediately after the distribution	📊 Evidenced	REP-004	Solvency certificate sign-off is institutional (board and CFO). MOD-001 (AUTO) — ledger provides the real-time balance sheet for solvency assessment. MOD-033 (CALC) — capital ratios provide the regulatory capital dimension of solvency	🔨
S.53	Board must sign a solvency certificate before a distribution; directors who sign a solvency certificate without reasonable grounds are personally liable	🏛 Institutional	REP-004	Solvency certificate process is institutional. Platform provides data inputs only	—

Ref	Obligation	Scope	Policy	Platform controls	Build
S.87	Maintain a share register with details of all shares and their holders; register must be available for inspection	🏛 Institutional	REP-004	Share register maintenance is a company secretarial function. Not platform scope	—
S.214	File annual return with the Companies Office within the prescribed timeframe	🏛 Institutional	REP-004	Annual return filing is a company secretarial function. Platform does not interact with the Companies Register	—

Ref	Obligation	Scope	Policy	Platform controls	Build
S.141	Restrictions on transactions with related parties (directors and their associates) — board approval required; shareholders' approval required for major transactions	🤖 Automated	GOV-009	MOD-147 (CALC) — related party credit exposures calculated continuously as a percentage of Tier 1 capital and compared against regulatory limits; no manual aggregation required. MOD-147 (ALERT) — alerts generated when any single related party exposure approaches or breaches the DTA limit	🔨

Institutional obligations (not platform scope)¶

Obligation	Owner	Platform evidence input
Board governance — director duty compliance, conflicts register, board minutes	Company Secretary / Board	MOD-147 related party exposure data; MOD-033 capital ratios
Solvency certificate preparation and signing	Chief Financial Officer / Board	MOD-001 ledger; MOD-033 capital ratios; MOD-080 statutory reports
Share register maintenance	Company Secretary	Not platform scope
Annual return filing with the Companies Office	Company Secretary	Not platform scope
Shareholder disclosure and AGM processes	Company Secretary	Not platform scope
External audit of financial statements	Chief Financial Officer / Board Audit Committee	MOD-001, MOD-005, MOD-030, MOD-031, MOD-080 provide the financial data; audit process is institutional

Coverage summary¶

Area	Total obligations	Platform automated 🤖	Platform evidenced 📊	Institutional 🏛
Directors' duties	4	0	2	2
Distributions and solvency	2	0	1	1
Share register and filings	2	0	0	2
Related party transactions	1	1	0	0
Total	9	1 (11%)	3 (33%)	5 (56%)

All attributed modules are currently build_status: Not started.

Policy	Title
REP-004	Financial Statements Policy
GOV-009	Related Party Transactions Policy

Official documentation¶

Policies referencing this standard¶

GOV-009 — Related Party Transactions Policy
REP-004 — Financial Statements Policy

Compiled 2026-05-22 from source/entities/regulations/nz-companies-act.yaml