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A share register is an essential record-keeping tool for any company and is required by law in New Zealand. It is a comprehensive list of all the shareholders in a company. It records the details of each shareholder’s shareholding, including the class and number of shares they hold and any changes to their shareholding over time. There are several reasons why a company needs a share register, including ensuring compliance with the law, maintaining accurate records of share ownership, and facilitating the transfer of shares. In this article, we will discuss some key reasons why a company needs a share register in New Zealand and how it can benefit the company and its shareholders.
What is a Share Register?
In New Zealand, a share register is a comprehensive list of all the shareholders in a company and records the details of each shareholder’s shareholding. The share register includes information such as:
- the shareholder’s name;
- the class and number of shares they hold; and
- any changes to their shareholding over time.
Legally, companies must maintain a share register. It is a crucial record-keeping tool that helps ensure compliance with the law and maintain accurate share ownership records.
While the Companies Office website records reflect the information you typically find in the share register, those records are not evidence of legal title to shares. The share register, however, is evidence that a person owns shares in a company.
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What is a Company in NZ?
In New Zealand, a company is a legal entity separate from its owners (also known as shareholders). Companies are formed by registering with the Companies Office. This is a government agency responsible for administering the Companies Act 1993. Once a company is registered, it can:
- enter into contracts;
- own assets; and
- incur liabilities in its name.
Companies can be either public or private, owned by one or more shareholders. Different rules apply to public and private companies in New Zealand. For example, companies are a popular business structure in New Zealand due to their limited liability protection. Limited liability means that shareholders are generally not personally liable for the debts and obligations of the company.
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What Laws Govern Share Registries in NZ?
In New Zealand, you can find the laws that govern share registers and their maintenance in the Companies Act 1993. The Companies Act 1993 requires companies to maintain a share register and set out the information that they must include in the share register, such as
- the names and addresses of shareholders;
- the number of shares held by each shareholder; and
- any changes to shareholdings over time.
It is vital for companies to be familiar with these laws and to ensure that they are complying with their obligations when it comes to maintaining a share register.
There are several reasons why your company may need a share register. Let us explore a few of these.
1. Compliance With the Law
In New Zealand, companies must maintain a share register, and failure to do so can result in penalties and fines. A share register helps ensure that your company complies with the law and can provide evidence of compliance if needed.
2. Accurate Record-Keeping
A share register is an essential tool for maintaining accurate records of share ownership in your company. It helps ensure that all shareholders are accounted for and their shareholdings are accurately recorded.
3. Facilitating Share Transfers
You can use the share register to facilitate the transfer of shares between shareholders, as it provides a record of the ownership and transfer of shares in your company.
4. Verifying Ownership
You can use the share register to verify the ownership of shares in your company. This can be useful if you need to prove ownership for any reason, such as when selling the company or seeking funding.
Key Takeaways
A share register is an essential record-keeping tool for any company in New Zealand. It is required by law and helps to ensure compliance with the law and maintain accurate records of share ownership. A share register can also facilitate the transfer of shares between shareholders and can be used to verify the ownership of shares in a company. By maintaining a share register, you can protect your shareholders’ interests and ensure your company’s smooth operation. It is important to keep your share register up to date and accurate and to seek the advice of a professional if you have any questions or concerns.
If you need help setting up or maintaining a share register, our experienced corporate lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0800 005 570 or visit our membership page.
Frequently Asked Questions
A company needs a share register to ensure compliance with the law, maintain accurate records of share ownership, and facilitate the transfer of shares between shareholders. It can also be used to verify the ownership of shares in a company.
A share register typically includes the names and addresses of shareholders, the number of shares held by each shareholder, and any changes to shareholdings over time. It may also include other information, such as the class of shares held and the date of each shareholding change.
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