SPCS

SOCIETY FOR PROMOTION OF COMMUNITY STANDARDS INC.

Changes to the Companies Act 1993: NZ Director Essential

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New laws applying to ALL New Zealand registered companies and their director(s), contained in the Companies Amendment Act 2014, took effect on 28 October 2015. Non-compliant companies and their director(s) are currently under scrutiny by the Registry Integrity Team of the Ministry of Business, Innovation and Employment (MBIE) and its enforcement/compliance senior investigators. Prosecutions can be expected if company directors fail to comply with the law and their companies removed from the Register of Companies.

The Companies Office website sets out the new requirements: 

Key date: no later than 28 October 2015
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.

Source: http://www.business.govt.nz/news/companies-amendment-act-what-to-do-and-when-to-do-it

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As part of its investigation into a number of companies and their director(s), where there appears to be a level of non-compliance with the law, SPCS has sought information from the Hon. Paul Goldsmith, the Registrar of Companies, and other agencies.

The following correspondence sheds some light on the above new law changes, but raises serious concerns about the lack of clarity in the changes.

  1. Official Information Request from SPCS to Registrar of Companies re Amendments to Companies Act 1993. See:  OIR to Registrar of Companies dated 11 Jan 2016
  2. Response to SPCS Official Information Request from MBIE. See: OIR response from MBIE to SPCS dated 15 Feb 2016

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“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.”

See: http://www.business.govt.nz/news/companies-amendment-act-what-to-do-and-when-to-do-it

Companies directed by a single individual living outside Australasia – to be removed

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New Zealand registered companies that continue to be directed beyond 28 October 2015 by a single individual who resides outside Australasia – will be removed from the register of companies by the Registrar of Companies, under changes being introduced by the Companies Amendment Act 2014 and the Limited Partnerships Amendment Act 2014. Under this legislation ……

By 28 October 2015 ….

All New Zealand companies will have to have at least one director who either lives in New Zealand; or lives in Australia and is a director of a company incorporated in Australia by 28 October 2015.

When filing annual returns after 28 October 2015 New Zealand companies will need to indicate whether any director living in Australia is also a director of a company incorporated in Australia. They will also need to provide details of one of those Australian companies (ACN, name and registered office address).

All sole directors of any NZ company who reside outside Australia will have to get busy and before 28 October 2015 appoint at least one suitable director who actually resides in New Zealand, if the company is to comply with the new law. This may prove a demanding task in the case of for example, a sole director who resides in the United States and who currently directs a significant number of NZ companies on his/her own.

See informative case study link PDF below.

John M Carr Companies Scheme Updated 3 July 2015

Porn Company Connections and Directors John M. Carr and Steve Crow

Also see reference:

Photos of John Malcolm Carr CPA

Photo 1: http://www.carr.co.nz/images/jmc.jpg

Photo 2: http://www.bankler.com/AboutUs/JohnMCarr/tabid/130/Default.aspx

Photo 3: https://www.linkedin.com/in/johnmalcolmcarr

Photo 4: http://taxdeity.com

Companies and Limited Partnerships Amendment Acts 2014

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New changes are being introduced by the Companies Amendment Act 2014 and the Limited Partnerships Amendment Act 2014.The amendment acts have been introduced to help prevent the misuse of the Companies Office registers, and to provide the Registrar of Companies with additional powers. These changes are intended to improve the integrity of the information held on the registers and will be phased in to ensure that companies and limited partnerships have every opportunity to prepare for, and meet, their obligations.

From 1 July 2015

All New Zealand companies incorporated prior to 1 May 2015 filing annual returns after 1 July 2015 will be required to provide:

  1. The date and place of birth of all directors(these will not be publicly available)
  2. Details of any Ultimate Holding Companyif applicable.

Note | This information is required to complete an annual return. The Registrar will take steps to remove any company that does not provide an annual return from the register.

From 28 October 2015  

All New Zealand companies will be required to have at least one director that either lives in New Zealand; or lives in Australia and is a director of a company incorporated in Australia by 28 October 2015.When filing annual returns after 28 October 2015 New Zealand companies will need to indicate whether any director living in Australia is also a director of a company incorporated in Australia.

They will also need to provide details of one of those Australian companies (ACN, name and registered office address).

Source:

https://www.business.govt.nz/companies/news-updates/companies-and-limited-partnerships-amendment-acts

Note: Changes that took effect from 1 May 2015 can be accessed via this link.