NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
Webb Henderson Level 17 188 Quay Street Auckland Central 1010 New Zealand Tel: +64 9970 4100 Email: enquiries@webbhenderson.com Web: www.webbhenderson.com
1. Introductory 1.1 Forms of Corporate/Business Organisations In New Zealand, the principal forms of business organisations are: • bodies corporate – ie, legal persons separate from their owners, including: (a) companies (formed under the Companies Act 1993); (b) limited partnerships (formed under the Limited Partnerships Act 2008); and (c) incorporated societies (formed under the Incorporated Societies Act 2022), which may not be formed for the purpose of pecuniary gain; and • unincorporated forms – ie: (a) partnerships (formed under the Partner - ship Law Act 2019); and (b) trusts (formed under equitable principles, common law and the Trusts Act 2019). Individuals may also carry on business in their own name ‒ in which case, they are commonly referred to as “sole traders” .
1.2 Sources of Corporate Governance Requirements The primary legislation that governs companies in New Zealand is the Companies Act 1993 (the “Companies Act” ). On top of the requirements of the Companies Act, additional corporate gov - ernance requirements are imposed by: • NZX’s Listing Rules (the “Listing Rules” ) for issuers of listed securities; and • industry-specific legislation (eg, for banks and insurers). In the absence of any such additional require - ments, the corporate governance arrangements applicable to a company are reasonably flexible. A company may add to, negate or modify many (but not all) of the governance provisions of the Companies Act by adopting a constitution that sets out the rules by which the company will be governed. Nevertheless, this chapter will describe the default position under the Compa - nies Act ‒ unless otherwise indicated. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares Companies that have financial products quoted on the NZX Main Board or Debt Market must comply with the Listing Rules, which impose
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