Some companies will need to change the composition of
their board and provide additional information to the Companies
Office to comply with the 2014 amendments to the
Companies Act 1993.
The new requirements will apply from 1 May 2015.
Existing companies have until 28 October 2015 to
We identify the action points.
Under the changes, every New Zealand incorporated company will
need to have:
a director who lives in New Zealand (no requirement to be a
a director who is also a director of a company incorporated in,
and who also lives in, a country with which
New Zealand has reciprocal enforcement arrangements for
low-level fines. Only Australia will qualify, at least
This information will be collected at registration and updated
when any subsequent director is appointed. Having an
alternate director (a person appointed to exercise some or all
of a director's powers), resident in New Zealand will satisfy
Non-compliance will be grounds for removal from the
These requirements do not apply to a company that is
incorporated overseas, but registered in New Zealand.
Additional information requirements
From 1 May 2015, in addition to the current requirement to
provide his or her residential address, every director will need
to, at the time of appointment, provide his or her date and place
of birth at the time of
registration, or on a
change of directors. This will be held by the Registrar of
Companies, but will not be publicly available. Existing companies
will need to provide this additional information on any change to
directors after 1 May 2015. This will also apply to any appointment
registration and within 20 working days of any
change, every company must disclose the name of any ultimate
holding company, the country of its registration, the registration
number or code (if any) and its registered office. These details
will be publicly available. Existing companies will need to provide
this information in the next
annual return filed after 1 May 2015.
Failure to comply will attract penalty provisions.
The Registrar has been given new powers to obtain information
on the beneficial ownership and control of companies in order to
comply with New Zealand's obligations under the Financial
Action Task Force on Money Laundering (FATF) recommendations.
Compliance is required when the information is requested by the
Registrar for law enforcement purposes. This information may be
given by the Registrar to other government agencies, both in New
Zealand and internationally.
prescribed form of consent to act as a director will apply from
1 September 2014.
The Companies Office Registry Integrity Team has been requesting
further identity information and proof of place of residency when
applications are made to register a company's off shore
shareholders and directors. We expect this trend to intensify.
Another amendment which may have practical effect for some
companies is the enhanced powers given to the Registrar of
Companies to remove a company from the register, or for the Court
to order that a company be put into liquidation.
New grounds for deregistration are:
where one or more of the directors or shareholders fail in a
persistent or serious way to comply with duties under the Companies
Act 1993 (or the Financial Reporting Act 1993, while it still
failure to respond to a request for disclosure of controlling
This makes a structured compliance programme (e.g. completing
annual returns, making necessary filings, such as financial
statements, on time) even more important.
Most of the changes will come into force on 1 May 2015. However,
as noted above, there will be a 180 day lead time (ending on 28
October 2015) to enable existing companies to comply with the new
directors' residency requirements.
The information in this article is for informative purposes
only and should not be relied on as legal advice. Please contact
Chapman Tripp for advice tailored to your situation.
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