New Zealand Company Compliance Update – New Resident Director Requirement
By Meryl Duval, Morrison Kent
Recent amendments to the Companies Act introduced the new requirement for New Zealand companies to have at least one ‘resident director’. Companies now also need to provide additional information to improve the NZ Companies Register and assist the Registrar of Companies (Registrar) to hold to account those who misuse it.
From 1 May 2015 every new company applying for registration in New Zealand must:
- Have at least one director who either lives in New Zealand or lives in Australia and is also a director of an Australian incorporated company;
- Provide the Registrar with details of date and place of birth of every director (although date of birth information will not be publicly searchable); and
- In the case of a subsidiary company, disclose details of the ultimate holding/parent company’s country of registration, registration number (or code) and registered office.
Every new director appointed will now also need to provide the Registrar with his/her date and place of birth.
All existing companies (registered prior to 1 May 2015) have until 28 October 2015 to comply with the new ‘resident director’ requirements. The only exception being companies incorporated overseas, but registered in New Zealand, as a New Zealand branch.
From 1 July 2015 all New Zealand companies filing its Annual Return need to provide:
- Date and place of birth of every director (including alternate directors); and
- Details of its ultimate holding/parent company (if a subsidiary company).
With these new requirements also come increased enforcement powers of the Registrar including the ability to issue warnings against companies, de-register companies for non-compliance and even prohibit individuals from managing companies. These powers overlay existing draconian penalties for companies and directors who fail to comply with their statutory obligations.
Registered companies are advised to assess overseas board appointments and to urgently put measures in place to ensure that at least one suitable New Zealand (or Australian) based director is appointed by 28 October 2015. Companies should also be reviewing their internal processes and governance protocols to ensure they do not fall foul of the Registrar’s new powers of removal for non-compliance.
Meryl Duval, Associate
Morrison Kent, Auckland, Wellington, New Zealand
T: (09) 9155436
published: May 2015