Since 2015 the Companies Act has required that a company
registered in New Zealand must have at least one resident director.
The Registrar of Companies, drawing on tax law, interpreted that as
living here at least 183 days a year.
The High Court has ruled that the test is broader than this and
encompases factors such as ties to New Zealand and the regularity
with which an individual spends significant periods of time
We owe this insight to an appeal taken by John Carr.
...is sole director of a number of New Zealand registered
companies but spends much of his time overseas so fell short of the
Registrar's 183 rule and was ruled non-compliant. He appealed
the decision to the High Court.
spends about one third of the year in New Zealand
has two residences here and several parcels of land
has a partner who lives here most of the year
has his primary GP here
is a member of several clubs and organisations here
has businesses here employing a significant number of people,
This was sufficient to persuade the Court that he
'lives' in New Zealand for the purposes of section 10(d) of
The Court did not go so far as to lay down definitive criteria
for when a director is taken to live in New Zealand, but with the
purpose of enforcement in mind suggested these relevant
the amount of time spent in New Zealand
the person's connection to New Zealand
the person's ties to New Zealand, and
the person's manner of living in New Zealand.
It described the 183 day threshold as "a sifting mechanism
that....definitely includes, but does not automatically exclude. It
is open to directors to meet the test by other means".
The Registrar's 183 rule still has relevance - anyone
spending over 183 days in New Zealand will still automatically
qualify. However for those directors who fall short of this bright
line measure, the test can also be satisfied by a more holistic
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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