New requirements for incorporated companies

The changes introduced by the Companies Amendment Act 2014 are continuing to come into effect for both newly incorporated companies and existing companies, says DLA Piper New Zealand’s Reuben Woods. The next set of major changes take effect on 1 May 2015.

“These changes are being phased in to ensure that existing companies have time to comply with the new requirements,” says Woods.

From 1 May 2015, all companies incorporated after that date must have at least one director who lives in either New Zealand or in an 'enforcement country'. If the director lives in an enforcement country, he or she must also be a director of a company incorporated in that enforcement country. Currently Australia is the only 'enforcement country' for the purposes of this requirement. 

The same rule is phased in from 29 October 2015 for existing New Zealand companies that were incorporated prior to 1 May 2015, after which all New Zealand companies must have a director who either lives in New Zealand, or who lives in Australia (and is a director of a company incorporated in Australia).

“Directors will be required to disclose their date and place of birth,” says Woods. “However, this information will not be publicly available.”

In addition, all companies must supply (and keep up-to-date) their ultimate holding company details (if applicable), including:

o Name and registration number or code (if any).

o Country of registration.

o Registered office.

o Any other prescribed information.

 

“The timeline varies as to when these changes take effect,” says Woods.

New Zealand companies incorporated on or after 1 May 2015 will need to comply with these requirements from the date on which they are incorporated. 

From 1 July 2015 companies incorporated prior to 1 May 2015 will need to disclose the date and place of birth details of each of their directors and supply ultimate holding company details (if applicable) when filing annual returns. 

“New Zealand is well known for being an extremely easy jurisdiction to incorporate a company. The reason for these changes is to make it more difficult for dubious people to incorporate and use New Zealand incorporated companies for criminal activities,” says Woods.  

“We expect that genuine and legitimate New Zealand businesses will be happy to see steps being taken to protect New Zealand's international reputation."