The New Zealand Court of Appeal has found that a director, despite being bankrupt, must hand over documents of the company of which he was a director on a demand made by a receiver. The term “director” includes former directors. This interpretation prevents a director simply resigning on the appointment of a receiver and thereby thwarting any request for documents or information. See s 12, 14 Receiverships Act (1993) NZ.
As to the restrictions on a director who is bankrupt
“ … surrendering these documents to the receiver is not an act done on behalf of the company, or in the course of managing the company. It is simply the delivery of those documents to the person now entitled to their possession, by a person who is no longer entitled to retain them. It is no different from the scenario where a former director who has been bankrupted delivers up any company documents that they hold to their successor director(s). Just as that would be lawful — and indeed, required by law — so too is the delivery of the company records to the receiver by a former (bankrupt) director in a case where s 12 of the Receiverships Act applies”.
Comment
That may be but on bankruptcy, if the director were a shareholder, and the sole shareholder, the owner of the company becomes the bankruptcy trustee. The trustee has possession of the documents, or should have, on demand made to the bankrupt. The receiver would properly make the demand on the trustee?
Grant v Montgomerie [2022] NZCA 483 (17 October 2022) (nzlii.org)
