The Companies Amendment Act (No.2) 2012 (formerly part of the Regulatory Reform Bill 2010) came into force on 31 August.

The Act amends the Companies Act 1993 by introducing further provisions to bring company law up-to-date with the electronic age. These include:

  • An "Opt-in" for receiving communications electronically: allowing shareholders and creditors to elect to receive company documents electronically. This method can be used either in respect of a particular document or for all future communications.

  • Electronic meetings and voting: allowing for shareholder participation in meetings by way of audio, audio and visual, or electronic means at the discretion of the board. This includes direct electronic voting during a meeting held via a webcast, whereby shareholders can vote by indicating a preference on a website.

Other changes have also been introduced to either reduce the compliance burden on companies or improve the workability of certain aspects of the regime. These include:

  • Proxy appointments by common bare trust nominees: clarifying that a shareholder may appoint more than one proxy for a particular meeting, provided that more than one proxy is not appointed to exercise the rights attached to a particular share held by the shareholder. This allows nominee shareholders (such as New Zealand Central Securities Depository Limited) to appoint different persons as a proxy to vote at a meeting in relation to distinct shares held by the underlying beneficial owner.

  • Removal of the share buy-back notice requirement for listed companies: removing the requirement for a listed company that is acquiring its own shares on-market to send each shareholder a notice containing prescribed particulars of the buy-back. This change avoids the duplication with the same requirement in the NZX listing rules

  • Reduction of costs for the minority buy-out regime: removing the requirement for an arbitrator to set an interest rate where a company is buying out a minority shareholder and the buy-out has not been the subject of arbitration.

  • Improved notification requirements for the voluntary administration regime: requiring the deed administrator to notify the Registrar of Companies when a deed of company arrangement is terminated regardless of whether the deed was terminated by creditors, by a court or if it comes to an end in accordance with its terms. This ensures that creditors and others dealing with a company in voluntary administration are aware of whether or not a company is operating under the terms of a deed of company arrangement.

  • Further exceptions for insolvent transactions that can be made void: amending the voidable provisions under the Act to include exemptions for the receiver's liability for rent and payments under such agreements. This removes current uncertainties over the status of payments made by receivers under pre-receivership leases and hiring agreements.