Tuesday, 7 April 2015

More detail now needed on your company annual returns

New Zealand companies will need to provide additional information to the Companies Office as a result of changes introduced by the Companies Amendment Act 2014.

The changes have been brought in to prevent the misuse of the Companies Register, and to give the Registrar of Companies extra powers. They are designed to improve the quality and integrity of the information held by the Registrar about New Zealand companies, and to assist the Registrar in holding those who misuse the register to account. While some changes are already in place, others are being phased in throughout the year to give everyone enough time to prepare and meet their compliance obligations.

The main changes

  • New Zealand incorporated companies need to have a director who either lives in New Zealand or Australia, and if they live in Australia, that individual must be a director of a company incorporated in Australia.
  • Directors must provide their date and place of birth to the Registrar - this information won’t be publically viewable.
  • Companies must publicly disclose their ultimate holding company, if they have one.
  • The Registrar will have the power to require companies to confirm that information provided to the Registrar is correct. 
  • The Registrar will have increased enforcement powers that include the ability to issue notes of inactivity or warning against companies on the register, to identify controllers of companies, and to de-register companies and prohibit persons from managing companies in certain additional circumstances.

Important dates

1 May

From this date, all applications to incorporate a New Zealand company will have to: 
  • provide all directors’ date and place of birth
  • have  at least one director that either
    • lives in New Zealand, or
    • lives in Australia and is a director of an Australian incorporated company
  • provide details of their ultimate holding company if applicable.
    New Zealand companies incorporated prior to 1 May 2015 will have until 28 October to comply with the new director requirements. 

1 July

From this date New Zealand companies incorporated prior to 1 May 2015 will now need to provide the following information when they file their annual returns:

  • the date and place of birth of every director (this information won’t be publically viewable)
  • details of their ultimate holding company information if applicable.
An annual return will not be able to be filed for a company if this information is not provided.  Failure to file an annual return may result in the Registrar removing a company from the register.

29 October

From this date New Zealand companies incorporated prior to 1 May 2015 must have at least one director who lives in New Zealand or Australia and if Australia, that individual must be a director of a company incorporated in Australia. Companies that do not comply may be removed from the register.

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