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Important Changes for Companies

Published on May 8, 2015

There are important changes affecting companies incorporated in New Zealand that you should know about. These changes were introduced by the Companies Amendment Act 2014 ('the Act') and came into effect on 1 May 2015. Among other changes, there are new requirements for New Zealand directors and additional disclosure information relating to directors.

The Changes:

The Act introduces an additional "Resident Director" requirement making it mandatory that:

at least one director must reside in NZ; or
at least one director must reside in an enforcement country and be a director of a registered company there.
Currently the only listed enforcement country is Australia. If there is no director residing in New Zealand but one director resides in Australia, that director must also be a director of a company that is registered in Australia. He or she does not need to be a current director of a company registered there. Once the person is accepted by the Australian Companies Office as director of an Australian registered company that person can immediately be appointed director of a New Zealand company.

In addition to the above, all directors also need to supply to the New Zealand Companies Office his or her:

full name;
date of birth;
place of birth; and
residential address.
If a company has a director with a residential address in Australia, the application for company incorporation must state whether that director is also a director of a company incorporated in Australia. If this applies, details of the Australian company must also be provided. These include the Australian Company Number (ACN), the name of the company and the registered address.

The Act requires the Companies Office to keep the director's date and place of birth confidential, and the Companies Office must not make the information available to a member of the public.

How will these changes apply to existing companies?

For companies with Annual Returns due before 28 October 2015, the date of birth and place of birth information will need to be provided when completing the Annual Return.

All companies currently registered in New Zealand must also meet the "Resident Director" requirement by 28 October 2015.

The Registrar of Companies has power to remove from the Register any company that does not meet the Resident Director requirement by the due date or does not complete its Annual Return.

The above article is intended to provide brief and general information only. The contents contained in this article are not exhaustive on the topic in question. They do not constitute legal advice and should not be relied on as such.

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