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Companies Amendment Act - What to do and when to do it

For most small businesses, the to-do list to comply with the Companies Amendment Act will be short.

If you register a new company after 1 May, or if your annual return is due after 1 July, you’ll be asked to provide extra information about your directors – and any ultimate holding company – to the Companies Office.

The changes also require all New Zealand incorporated companies to have at least one director who lives in New Zealand, or a director who lives in Australia and is also a director of an Australian incorporated company.  See Key dates below for when this change will apply to your company.

Of the 550,000 companies on the register of companies, approximately 5,000 have overseas directors only and will need to appoint a director who lives in New Zealand or in Australia (and if Australia, is a director of an Australian company) to stay compliant.

Case study – overseas director
Alya owns a Malaysian takeaway in Wellington. The company’s director is her father in Penang, who helped buy the premises. To stay compliant, Alya and her father decide she should also be appointed a director. When filing her annual return in July, Alya adds her name to the list of directors, along with her address in Wellington, and her date and place of birth.

Case study – backed by investors
Kirstie and Hemi run a New Plymouth start-up, backed by a private equity firm. As this firm owns shares in their company, it is considered an “ultimate holding company”. Kirstie and Hemi will need to provide details of the private equity firm to the Companies Office.

Case study – backed by a family trust
Ben and Tim are about to register their new cleaning business – owned by a family trust – with the Companies Office. As co-directors, they’ll need to provide their dates and places of birth. But they don’t need to include details of the family trust, as it does not count as an “ultimate holding company”.

Key date: 1 May
Applies to: New companies applying for registration with the Companies Office.
Action required:

Make sure you have a director who:

• lives in New Zealand or
• lives in Australia and is also a director of an Australian incorporated company. You’ll be asked for the name of the director, and the name, address and Australian Company Number (ACN) of the Australian company.

Provide the following additional information to the Companies Office:

• date and place of birth of every director
• details of ultimate holding company, if applicable.
   

Key date: 1 July
Applies to: Companies filing annual returns from this date.
Action required:

Your annual returns will now ask for the following details:

• date and place of birth of every director
• details of ultimate holding company, if applicable.

If this information is missing, your annual return will not be accepted and your company may be removed from the register of companies.

Key date: no later than 29 October
Applies to: All companies on the register of companies.
Action required:

Make sure you have a director who:

• lives in New Zealand or
• lives in Australia and is also a director of an Australian incorporated company. You’ll be asked for the name of the director, and the name, address and Australian Company Number (ACN) of the Australian company.
   

Provide the following additional information to the Companies Office:

• date and place of birth of every director
• details of ultimate holding company, if applicable.

• Posted By: Business.govt.nz on Wed, 22nd Apr 2015 @ 11:09:33

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