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New Zealand Trustee Companies


Overseas trustee companies can readily transfer to New Zealand, either temporarily or permanently.


This is possible because under the Companies Act 1993 (New Zealand):


(a) The company is authorised to transfer its incorporation under the law of the country in which it is incorporated; and


(b) The company has complied with the requirements of that law in relation to the transfer of its incorporation; and


(c) If that law does not require its shareholders, or a specified proportion of them, to consent to the transfer of its incorporation, the transfer has been consented to by not less than 75 percent of its shareholders entitled to vote and voting in person or by proxy at a meeting of which not less than 21 days notice is given specifying the intention to transfer the company's incorporation.


Section 344 authorises overseas companies to be registered as companies under the Companies Act.


Under section 346 an overseas company must not be registered as a company under this Act unless:


(a) The company is authorised to transfer its incorporation under the law of the country in which it is incorporated; and


(b) The company has complied with the requirements of that law in relation to the transfer of its incorporation; and


(c) If that law does not require its shareholders, or a specified proportion of them, to consent to the transfer of its incorporation, the transfer has been consented to by not less than 75 percent of its shareholders entitled to vote and voting in person or by proxy at a meeting of which not less than 21 days notice is given specifying the intention to transfer the company's incorporation.


Under section 347 an overseas company cannot be registered as a company under the Act if:


(a) The company is in liquidation; or


(b) A receiver or manager has been appointed, whether by a court or not, in relation to the property of the company; or


(d) An application has been made to a court, whether in New Zealand or in another country,


(i) To put the company into liquidation or wind it up; or


(ii) For the approval of a compromise or arrangement between the company and a creditor
and has not been dealt with.


(2) An overseas company must not be registered as a company under this Act unless the overseas company would, immediately after becoming registered under this Act, satisfy the solvency test."


New Zealand companies can transfer registration to other jurisdictions (section 350 of the Companies Act). Written notice from the Commissioner of Inland Revenue that the Commissioner has no objection to the company being removed from the New Zealand register must be given to the Registrar of Companies; and a company must not apply to be removed from the New Zealand register under section 351 of this Act unless the making of the application has been approved by special resolution. Unlike many offshore jurisdictions a trustee company in New Zealand is not subject to any licensing requirements for its normal operations. Some functions (such as the executor of an estate or a statutory trustee for the issue of securities) can only be carried out by a company if is a statutory trustee company (a status which requires an Act of Parliament).

 
 

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