New Zealand Companies Act 1993 - Accounting Records and Audits

New Zealand New Zealand Companies Act 1993 New Zealand Companies Act 1993 New Zealand Companies Act 1993

Part 11 Accounting records and audit

Accounting records

194 Accounting records to be kept

  • (1) The board of a company must cause accounting records to be kept that—

    • (a) correctly record and explain the transactions of the company; and

    • (b) will at any time enable the financial position of the company to be determined with reasonable accuracy; and

    • (c) will enable the directors to ensure that the financial statements of the company comply with section 10 of the Financial Reporting Act 1993 and any group financial statements comply with section 13 of that Act; and

    • (d) will enable the financial statements of the company to be readily and properly audited.

    (2) Without limiting subsection (1), the accounting records must contain—

    • (a) entries of money received and spent each day and the matters to which it relates:

    • (b) a record of the assets and liabilities of the company:

    • (c) if the company's business involves dealing in goods—

      • (i) a record of goods bought and sold, except goods sold for cash in the ordinary course of carrying on a retail business, that identifies both the goods and buyers and sellers and relevant invoices:

      • (ii) a record of stock held at the end of the financial year together with records of any stocktakings during the year:

    • (d) if the company's business involves providing services, a record of services provided and relevant invoices.

    (3) The accounting records must be kept—

    • (a) in written form and in English; or

    • (b) in a form or manner in which they are easily accessible and convertible into written form in English.

    (4) If the board of a company fails to comply with the requirements of this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Compare: 1955 No 63 s 151(1), (2), (4), (6), (7); 1980 No 43 s 7(1)

195 Place accounting records to be kept

  • (1) A company need not keep its accounting records in New Zealand.

    (2) If the records are not kept in New Zealand,—

    • (a) the company must ensure that accounts and returns for the operations of the company that—

      • (i) disclose with reasonable accuracy the financial position of the company at intervals not exceeding 6 months; and

      • (ii) will enable the preparation in accordance with the Financial Reporting Act 1993 of the company's financial statements and any group financial statements and any other document required by this Act—

      are sent to, and kept at, a place in New Zealand; and

    • (b) notice of the place where—

      • (i) the accounting records; and

      • (ii) the accounts and returns required under paragraph (a)—

      are kept, must be given to the Registrar.

    (3) If a company fails to comply with subsection (2),—

    • (a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2):

    • (b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Compare: 1955 No 63 s 151; 1980 No 43 s 7(1)

Auditors

196 Appointment of auditors

  • (1) Subject to this section, a company must, at each annual meeting, appoint an auditor to—

    • (a) hold office from the conclusion of the meeting until the conclusion of the next annual meeting; and

    • (b) audit the financial statements of the company and, if the company is required to complete group financial statements, those group financial statements, for the accounting period next after the meeting.

    (1A) If a company is a public entity as defined in section 4 of the Public Audit Act 2001, the Auditor-General is its auditor in accordance with that Act; and subsection (2) does not apply in respect of that company.

    (2) A company need not appoint an auditor in accordance with subsection (1) if, at or before the meeting, a unanimous resolution is passed by all the shareholders who would be entitled to vote on that resolution at a meeting of shareholders. Such a resolution ceases to have effect at the commencement of the next annual meeting.

    (3) Nothing in subsection (2) applies to a company—

    • (a) to which section 19 of the Financial Reporting Act 1993 applies; or

    • (b) that is an issuer within the meaning of section 4 of that Act.

    (3A) An auditor may resign at any time by giving written notice to the board of the company, and the company must, as soon as practicable, notify its shareholders of the auditor's resignation.

    (3B) If a company fails to comply with subsection (3A), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    (4) The board of a company may fill any casual vacancy in the office of auditor, but while the vacancy remains, the surviving or continuing auditor, if any, may continue to act as auditor.

    (5) If—

    • (a) at an annual meeting of a company no auditor is appointed or reappointed and no resolution has been passed pursuant to subsection (2); or

    • (b) a casual vacancy in the office of auditor is not filled within 1 month of the vacancy occurring,—

    the Registrar may appoint an auditor.

    (6) A company must, within 5 working days of the power becoming exercisable, give written notice to the Registrar of the fact that the Registrar is entitled to appoint an auditor under subsection (5).

    (7) If a company fails to comply with subsection (6),—

    • (a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and

    • (b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    (8)[Repealed]

    Compare: 1955 No 63 ss 163(1), (5)–(7), 354(3)–(3C); 1969 No 128 s 2(2); 1976 No 80 s 2(1); 1982 No 152 s 19(2)

    Section 196(1A): inserted, on 1 July 2001, by section 53 of the Public Audit Act 2001 (2001 No 10).

    Section 196(2): replaced, on 30 June 1997, by section 15 of the Companies Act 1993 Amendment Act 1997 (1997 No 27).

    Section 196(3): replaced, on 20 April 2010, by section 4(1) of the Companies Amendment Act 2010 (2010 No 13).

    Section 196(3A): inserted, on 15 April 2004, by section 10 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

    Section 196(3B): inserted, on 15 April 2004, by section 10 of the Companies Amendment Act (No 2) 2004 (2004 No 24).

    Section 196(8): repealed, on 20 April 2010, by section 4(2) of the Companies Amendment Act 2010 (2010 No 13).

196A Auditor is not required to audit financial statements of non-active company

  • If, by virtue of section 10A of the Financial Reporting Act 1993, the directors of a company are not required to comply with section 10 of that Act in respect of an accounting period, the auditor of the company is not required to audit financial statements of the company for that period

    Section 196A: inserted, on 18 June 2007, by section 6 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

197 Auditors' fees and expenses

  • The fees and expenses of an auditor of a company shall be fixed,—

    • (a) if the auditor is appointed at a meeting of the company, by the company at the meeting or in such manner as the company determines at the meeting:

    • (b) if the auditor is appointed by the directors, by the directors:

    • (c) if the auditor is appointed by the Registrar, by the Registrar:

    • (d) if the auditor is the Auditor-General, in accordance with the Public Audit Act 2001.

    Section 197(d): inserted, on 1 July 2001, by section 53 of the Public Audit Act 2001 (2001 No 10).

198 Appointment of partnership

  • (1) A partnership may be appointed by the firm name to be the auditor of a company if,—

    • (a) in the case of a company that is an issuer, the partnership is a registered audit firm:

    • (b) in any other case, all or some of the partners are persons who are qualified to be appointed as auditors of the company.

    (2) The appointment of a partnership by the firm name to be the auditor of a company is deemed, despite section 199, to be the appointment of,—

    • (a) in the case of a company that is an issuer, all the partners in the firm, from time to time, who are licensed auditors:

    • (b) in any other case, all the partners in the firm from time to time.

    (3) If a partnership that includes persons who are not qualified to be appointed as auditors of a company is appointed as auditor of a company, the persons who are not qualified to be appointed as auditors must not act as auditors of the company.

    (4) In this section and section 199, issuer, registered audit firm, and licensed auditorhave the same meanings as in section 6 of the Auditor Regulation Act 2011.

    Section 198: replaced, on 1 July 2012, by section 82 of the Auditor Regulation Act 2011 (2011 No 21).

199 Qualifications of auditors

  • (1) A person must not be appointed or act as an auditor of a company unless—

    • (a) the person is a chartered accountant (within the meaning of section 19 of the New Zealand Institute of Chartered Accountants Act 1996); or

    • (ab) the person is a licensed auditor; or

    • (b)[Repealed]

    • (c) the person is a member, fellow, or associate of an association of accountants constituted outside New Zealand where—

      • (i) the association is, by notice in the Gazette, approved for the time being for the purposes of this section by the Registrar; and

      • (ii) the person is eligible to act as an auditor in the country, State, or territory in which the association is constituted; or

    • (d) the person, not being a person to whom paragraph (c) applies, is—

      • (i) eligible to act as an auditor in a country, State, or territory outside New Zealand; and

      • (ii) approved for the time being for the purposes of this section by the Registrar by notice in the Gazette.

    (1A) However, if the company is an issuer, a person must not be appointed or act as an auditor of the company unless he or she is a licensed auditor.

    (2) None of the following persons may be appointed or act as auditor of a company:

    • (a) a director or employee of the company:

    • (b) a person who is a partner, or in the employment, of a director or employee of the company:

    • (c) a liquidator or a person who is a receiver in respect of the property of the company:

    • (d) a body corporate:

    • (e) a person who, by virtue of paragraph (a) or paragraph (b), may not be appointed or act as auditor of a related company.

    Compare: 1955 No 63 s 165

    Section 199(1): replaced, on 16 September 1996, by section 4(1) of the Companies Act 1993 Amendment Act 1996 (1996 No 115).

    Section 199(1)(a): replaced, on 1 October 1996, by section 23 of the Institute of Chartered Accountants of New Zealand Act 1996 (1996 No 39).

    Section 199(1)(a): amended, on 7 July 2010, by section 10 of the New Zealand Institute of Chartered Accountants Amendment Act 2010 (2010 No 74).

    Section 199(1)(ab): inserted, on 1 July 2012, by section 82 of the Auditor Regulation Act 2011 (2011 No 21).

    Section 199(1)(b): repealed, on 1 July 2001, by section 53 of the Public Audit Act 2001 (2001 No 10).

    Section 199(1A): inserted, on 1 July 2012, by section 82 of the Auditor Regulation Act 2011 (2011 No 21).

200 Automatic reappointment

  • (1) An auditor of a company, other than an auditor appointed under section 201(1), is automatically reappointed at an annual meeting of the company unless—

    • (a) the auditor is not qualified for appointment; or

    • (b) the company passes a resolution at the meeting appointing another person to replace him or her as auditor; or

    • (c) the company passes a resolution under section 196(2) that no auditor be appointed; or

    • (d) the auditor has given notice to the company that he or she does not wish to be reappointed.

    (2) An auditor is not automatically reappointed if the person who it is proposed will replace him or her dies, or is, or becomes incapable of, or disqualified from, appointment.

    Compare: 1963 No 155 s 163(2)

201 Appointment of first auditor

  • (1) The first auditor of a company may be appointed by the directors of the company before the first annual meeting, and, if so appointed, holds office until the conclusion of that meeting.

    (2) If the directors do not appoint an auditor under subsection (1), the company must appoint the first auditor at a meeting of the company.

    (3) Neither the directors nor the company need appoint an auditor in accordance with this section if a unanimous resolution is passed by the company that no auditor be appointed. Such a resolution ceases to have effect at the commencement of the first annual meeting.

    (4) Nothing in subsection (3) applies to a company referred to in section 196(3).

    Compare: 1955 No 63 s 163(4)

202 Replacement of auditor

  • (1) A company must not appoint a new auditor in the place of an auditor who is qualified for reappointment, unless—

    • (a) at least 20 working days' written notice of a proposal to do so has been given to the auditor; and

    • (b) the auditor has been given a reasonable opportunity to make representations to the shareholders on the appointment of another person either in writing or by the auditor or his or her representative speaking at a shareholders' meeting (whichever the auditor may choose).

    (2) An auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.

    Compare: 1955 No 63 s 164

203 Auditor not seeking reappointment or resigning

  • (1) If an auditor gives the board of a company written notice that he or she does not wish to be reappointed or of his or her resignation, the board must, if requested to do so by that auditor,—

    • (a) distribute, as soon as practicable, to all shareholders, at the expense of the company, a written statement of the auditor's reasons for his or her wish not to be reappointed or for his or her resignation; or

    • (b) permit the auditor or his or her representative to explain at a shareholders' meeting the reasons for his or her wish not to be reappointed or for his or her resignation.

    (2) An auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.

    Section 203 heading: amended, on 15 April 2004, by section 11(1) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

    Section 203(1): replaced, on 15 April 2004, by section 11(2) of the Companies Amendment Act (No 2) 2004 (2004 No 24).

204 Auditor to avoid conflict of interest

  • An auditor of a company must ensure, in carrying out the duties of an auditor under this Part, that his or her judgment is not impaired by reason of any relationship with or interest in the company or any of its subsidiaries.

205 Auditor's report

  • (1) The auditor of a company must make a report to the shareholders on the financial statements audited by him or her.

    (2) The auditor's report must state the matters required to be stated in an auditor's report under the Financial Reporting Act 1993.

    Compare: 1955 No 63 s 166(1)

206 Access to information

  • (1) The board of a company must ensure that an auditor of a company has access at all times to the accounting records and other documents of the company.

    (2) An auditor of a company is entitled to require from a director or employee of the company such information and explanations as he or she thinks necessary for the performance of his or her duties as auditor.

    (3) If the board of a company fails to comply with subsection (1), every director commits an offence and is liable on conviction to the penalty set out in section 374(2).

    (4) A director or employee who fails to comply with subsection (2) commits an offence and is liable on conviction to the penalty set out in section 373(2).

    (5) It is a defence to an employee charged with an offence against subsection (4) if he or she proves that—

    • (a) he or she did not have the information required in his or her possession or under his or her control; or

    • (b) by reason of the position occupied by him or her or the duties assigned to him or her, he or she was unable to give the explanations required,—

    as the case may be.

    Compare: 1955 No 63 s 166(3), (5)

207 Auditor's attendance at shareholders' meeting

  • (1) The board of a company must ensure that an auditor of the company—

    • (a) is permitted to attend a meeting of shareholders of the company; and

    • (b) receives the notices and communications that a shareholder is entitled to receive relating to a meeting of shareholders; and

    • (c) may be heard at a meeting of shareholders which he or she attends on any part of the business of the meeting which concerns him or her as auditor.

    (2) If the board of a company fails to comply with subsection (1), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Compare: 1955 No 63 s 166(4)

Part 12 Disclosure by companies

Disclosure to shareholders

208 Obligation to prepare annual report

  • (1) Subject to subsection (2), the board of every company must, within 5 months after the balance date of the company, prepare an annual report on the affairs of the company during the accounting period ending on that date.

    (2) The board of an exempt company to which section 120(1)(b)(i) applies, must, within 9 months after the balance date of the company, prepare an annual report on the affairs of the company during the accounting period ending on that date.

    (3) If the board of a company fails to comply with subsection (1) or subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Section 208: replaced, on 2 September 1996, by section 5 of the Companies Act 1993 Amendment Act 1996 (1996 No 115).

209 Obligation to make annual report available to shareholders

  • (1) The board of a company must send to every shareholder of the company, not less than 20 working days before the date fixed for holding the annual meeting of shareholders,—

    • (a) a copy of the annual report; or

    • (b) a notice containing the statements specified in subsection (3).

    (2) Subsection (1) is subject to section 212.

    (3) The notice referred to in subsection (1)(b) must contain—

    • (a) a statement to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the annual report; and

    • (b) a statement to the effect that the shareholder may obtain a copy of the annual report by electronic means; and

    • (c) a statement as to how the shareholder may obtain a copy of the annual report by electronic means (for example, from a specified website address); and

    • (d) a statement as to whether the board of the company has prepared, in relation to the same accounting period as the annual report, a concise annual report and, if so, a statement—

      • (i) to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the concise annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the concise annual report; and

      • (ii) to the effect that the shareholder may obtain a copy of the concise annual report by electronic means; and

      • (iii) as to how the shareholder may obtain a copy of the concise annual report by electronic means (for example, from a specified website address).

    (4) The notice referred to in subsection (1)(b) may be accompanied by any additional information or documentation that the board of the company thinks fit.

    (5) For the purposes of this section and sections 209A and 209B, every concise annual report for a company must, in relation to an accounting period, include,—

    • (a) in relation to a company that has, on the balance date of the company, no subsidiaries,—

      • (i) financial statements for the accounting period and any auditor's report on those financial statements required under Part 11; or

      • (ii) summary financial statements for the accounting period:

    • (b) in relation to a company that has, on the balance date of the company, 1 or more subsidiaries,—

      • (i) group financial statements for the accounting period and any auditor's report on those group financial statements required under Part 11; or

      • (ii) summary financial statements for the accounting period prepared in relation to the group comprising the company and its subsidiaries.

    (6) For the purposes of subsection (5),—

    • (a) financial statements must be completed and signed in accordance with section 10 of the Financial Reporting Act 1993:

    • (b) group financial statements must be completed and signed in accordance with section 13 of the Financial Reporting Act 1993:

    • (c) summary financial statements must give a true and fair view of the matters to which they relate and comply with generally accepted accounting practice (as defined in section 3 of the Financial Reporting Act 1993).

    (7) If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Section 209: replaced, on 18 June 2007, by section 7 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

209A Board must send copy of annual report or concise annual report on request

  • (1) If the board of a company has sent a notice to a shareholder under section 209(1)(b) and the shareholder, within 15 working days of receiving that notice, makes a request to the company to receive a copy of the annual report, the board of the company must, as soon as practicable, send to the shareholder, free of charge, a copy of that annual report.

    (2) If a shareholder makes a request under subsection (1),—

    • (a) the request must be treated as a request by the shareholder to send to the shareholder each year a copy of the annual report under section 209(1)(a); and

    • (b) the board of the company must send to the shareholder each year a copy of the annual report under section 209(1)(a) until the shareholder revokes the request by notice to the company.

    (3) Subsection (4) applies if—

    • (a) the board of a company has sent a notice to a shareholder under section 209(1)(b); and

    • (b) that notice states that the board has prepared a concise annual report; and

    • (c) the shareholder, within 15 working days of receiving that notice, makes a request to the company to receive a copy of the concise annual report.

    (4) The board of the company must send to the shareholder a copy of the concise annual report, free of charge, as soon as practicable after receiving the request.

    (5) If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Section 209A: inserted, on 18 June 2007, by section 7 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

209B Annual report and concise annual report made available by electronic means

  • (1) If the board of a company has sent a notice to a shareholder under section 209(1)(b), the board must ensure that—

    • (a) a copy of the annual report is available in the manner described in the notice under section 209(3)(c) at all reasonable times during the period beginning on the date the notice is sent and ending on the date the board acts under section 209(1) in relation to the next accounting period; and

    • (b) the manner described in the notice under section 209(3)(c) allows a copy of the annual report to be readily accessible so as to be usable for subsequent reference.

    (2) If the board of a company has sent a notice to a shareholder under section 209(1)(b) and that notice states that the board has prepared a concise annual report, the board must—

    • (a) ensure that a copy of the concise annual report is available in the manner described in the notice under section 209(3)(d)(iii) at all reasonable times during the period beginning on the date the notice is sent and ending on the date the board acts under section 209(1) in relation to the next accounting period; and

    • (b) ensure that the manner described in the notice under section 209(3)(d)(iii) allows a copy of the concise annual report to be readily accessible so as to be usable for subsequent reference.

    (3) If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Section 209B: inserted, on 18 June 2007, by section 7 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

210 Information for shareholders who elect not to receive annual report

  • [Repealed]

    Section 210: repealed, on 18 June 2007, by section 8 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

211 Contents of annual report

  • (1) Every annual report for a company must be in writing and be dated and, subject to subsection (3), must—

    • (a) describe, so far as the board believes is material for the shareholders to have an appreciation of the state of the company's affairs and will not be harmful to the business of the company or of any of its subsidiaries, any change during the accounting period in—

      • (i) the nature of the business of the company or any of its subsidiaries; or

      • (ii) the classes of business in which the company has an interest, whether as a shareholder of another company or otherwise; and

    • (b) include financial statements for the accounting period completed and signed in accordance with section 10 of the Financial Reporting Act 1993 and any group financial statements for the accounting period completed and signed in accordance with section 13 of that Act; and

    • (c) where an auditor's report is required under Part 11 in relation to the financial statements or group financial statements, as the case may be, included in the report, include that auditor's report; and

    • (d)[Repealed]

    • (e) state particulars of entries in the interests register made during the accounting period; and

    • (f) state, in respect of each director or former director of the company, the total of the remuneration and the value of other benefits received by that director or former director from the company during the accounting period; and

    • (g) state the number of employees or former employees of the company, not being directors of the company, who, during the accounting period, received remuneration and any other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, and must state the number of such employees or former employees in brackets of $10,000; and

    • (h) state the total amount of donations made by the company during the accounting period; and

    • (i) state the names of the persons holding office as directors of the company as at the end of the accounting period and the names of any persons who ceased to hold office as directors of the company during the accounting period; and

    • (j) state the amounts payable by the company to the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; and

    • (k) be signed on behalf of the board by 2 directors of the company or, if the company has only 1 director, by that director.

    (2) A company that is required to include group financial statements in its annual report must include, in relation to its subsidiaries, the information specified in paragraphs (e) to (j) of subsection (1).

    (3) The annual report of a company need not comply with any of paragraphs (a), and (e) to (j) of subsection (1), and subsection (2) if all shareholders agree that the report need not do so.

    (4) Nothing in subsection (3) affects the requirements of the Financial Reporting Act 1993.

    Section 211(1): amended, on 1 July 1994, by section 25 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).

    Section 211(1)(d): repealed, on 3 June 1998, by section 6(1)(a) of the Companies Amendment Act 1998 (1998 No 31).

    Section 211(1)(f): amended, on 3 June 1998, by section 6(1)(b) of the Companies Amendment Act 1998 (1998 No 31).

    Section 211(1)(h): amended, on 3 June 1998, by section 6(1)(c) of the Companies Amendment Act 1998 (1998 No 31).

    Section 211(2): amended, on 3 June 1998, by section 6(2) of the Companies Amendment Act 1998 (1998 No 31).

    Section 211(3): replaced, on 3 June 1998, by section 6(3) of the Companies Amendment Act 1998 (1998 No 31).

    Section 211(4): inserted, on 3 June 1998, by section 6(3) of the Companies Amendment Act 1998 (1998 No 31).

211A Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies

  • If, under section 10A of the Financial Reporting Act 1993, the directors of a company are not required to comply with section 10 of that Act in respect of an accounting period, the board of the company is not required to—

    • (a) prepare an annual report under section 208 in respect of that accounting period; or

    • (b) send or make available under sections 209 to 209B any annual report, notice, or other document in respect of that accounting period.

    Section 211A: inserted, on 18 June 2007, by section 9 of the Companies Amendment Act (No 2) 2006 (2006 No 62).

212 Shareholders may elect not to receive documents

  • (1) A shareholder of a company may from time to time, by written notice to the company, waive the right to receive all or any documents from the company and may revoke the waiver in the same manner and, while the waiver is in effect, the company need not send to the shareholder the documents to which the waiver relates.

    (2) However, if a shareholder of a company purports to waive the right to receive both a copy of the annual report and a notice under section 209(1)(b),—

    • (a) the purported waiver is invalid; and

    • (b) the board of the company must, in accordance with section 209(1), send to the shareholder a copy of the annual report or a notice under section 209(1)(b).

    Section 212: amended, on 18 June 2007, by section 10(1) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

    Section 212(2): inserted, on 18 June 2007, by section 10(2) of the Companies Amendment Act (No 2) 2006 (2006 No 62).

213 Failure to disclose

  • Subject to the constitution of a company, the failure to send an annual report, notice, or other document to a shareholder in accordance with this Act does not affect the validity of proceedings at a meeting of the shareholders of the company if the failure to do so was accidental.

214 Annual return

  • (1) The board of a company must ensure that there is delivered to the Registrar each year, for registration, during the month allocated to the company for the purpose, an annual return in the prescribed form or in a form the use of which by the company has been approved by the Registrar pursuant to subsection (8), or as near to it as circumstances allow, and containing as much of the information specified in Schedule 4 as is prescribed.

    (2) The annual return must be dated as at a day within the month during which the return is required to be delivered to the Registrar and the information required to be contained in it must be compiled as at that date.

    (3) The annual return must be signed by a director of the company or by a solicitor or chartered accountant authorised for that purpose.

    (4) On registration of a company under Part 2, the Registrar must allocate a month to the company for the purposes of this section.

    (5) The Registrar may, by written notice to a company, alter the month allocated to the company under subsection (4).

    (6) Notwithstanding subsection (1),—

    • (a) a company need not make an annual return in the calendar year of its registration:

    • (b) a subsidiary may, with the written approval of the Registrar, make an annual return during the month allocated to its holding company instead of during the month allocated to it.

    (7) For the purposes of this section, prescribedmeans prescribed by regulations made under this Act or by the Registrar by notice in the Gazette and different forms of annual return may be prescribed in respect of different classes of companies.

    (8) The Registrar may, on the application of any person, approve the use, by such company or companies as the Registrar may specify, of a form of annual return different from that prescribed, and may at any time, revoke, in whole or in part, any such approval.

    (9) An annual return in a form approved under subsection (8) must contain all the prescribed information.

    (10) If the board of a company fails to comply with subsection (1) or subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

    Compare: 1955 No 63 ss 130, 131, 132; 1975 No 137 s 13; 1982 No 152 ss 8, 9, 10

214A Registrar may alter New Zealand register

  • If the annual return contains—

    • (a) an address of the registered office of the company; or

    • (b) an address for service of the company; or

    • (c) a postal address of the company—

    that is different from the address of the registered office, the address for service, or the postal address of the company entered on the New Zealand register, the Registrar may alter the New Zealand register accordingly.

    Section 214A: inserted, on 3 June 1998, by section 7 of the Companies Amendment Act 1998 (1998 No 31).

New Zealand Companies Act 1993 New Zealand Companies Act 1993 New Zealand Companies Act 1993
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