The COMPANIES ACT 1993 requires all companies to maintain a share register, and sets out some requirements for the way in which this must be done (see below).
The share register is of particular importance as it is deemed to be evidence of the named shareholder's legal title to the shares, subject to any evidence to the contrary. The company treats the person named in the share register as the registered holder of the relevant shares, and the only person entitled to exercise the voting rights that attach to the shares, to receive notices, to receive distributions in respect of the shares, and to exercise any other rights and powers that attach to the shares.
The share register must:
The register must also include the following information for each class of share:
If the constitution expressly permits it, the share register may be divided into two or more registers kept in different places, so long as the company's principal register is kept in New Zealand. (In this context, the "principal register" means the register described as the principal register in the most recent notice sent to the Registrar.)
The Registrar of Companies must be notified of the division of the register within 10 working days. Further, if the register has been divided a copy of every register must be kept at the same place as the principal register.
An agent of the company may maintain the share register on the company's behalf.
No notice of a trust (whether express, implied or constructive) may be entered on the share register.
Yes. A company commits an offence if it fails to maintain a share register as required by the Act, and it will be liable to a fine of up to $10,000. Every director will also be liable for a fine up to the same maximum amount.
Each director must take reasonable steps to ensure that the register is properly kept and that share transfers are recorded promptly. It is an offence for a director to fail to comply with these duties, punishable by a fine of up to $10,000.
If the name of a person is wrongly entered in or omitted from the share register, the person aggrieved or a shareholder may apply to the court for it to order that the register be rectified, or that compensation be paid for any loss caused, or both.
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