New Zealand Companies Duties

Filing of Documents
All forms forwarded to the companies office for filing must show the name and number of the company to which the document relates and the name, address and telephone/facsimile number of the person by whom the document is filed.

Books and Registers
A company must maintain the following books and registers:

• a share register

• company records

• accounting records

• a register of charges created
  
  Share Register
  A company must maintain a share register that records the shares issued by the company. The share register must also state an alphabetical list of the names and last known address of each person who is or has within the last 10 years been a shareholder, the number of shares of that class held by each shareholder within the last 10 years, the date of issue of shares to each shareholder within the last 10 years and the name of the person to whom the shares were issued, repurchase or redemption of shares from each shareholder within the last 10 years and the name of the person from whom the shares were repurchased/redeemed transfer of shares by or to each shareholder within the last 10 years and the name of the person to or from whom the shares were transferred.
  
  Accounting Records
  The board of a company must ensure that the company keeps accounting records. These records must:

• correctly record and explain the company's transactions

• at any time enable the financial position of the company to be determined with reasonable accuracy

• enable the directors to ensure that the company's financial statements comply with section 10 of the Financial Reporting Act 1993 and any group financial statements comply with section 13 of that Act enable the company's financial statements to be readily and properly audited
  
  Particulars of Directors
  Changes in the director of a company or particulars relating to the director must be notified to the registrar, if they are one of the following:

• Changes to a director's name or residential address

• Removal from office in accordance with the Companies Act 1993 or the company's constitution.

• Disqualification from holding office as a director

• Appointments

• Resignations

• Deaths

• New appointments or resignations must be notified within 20 working days of an appointment being made or a resignation taking effect. The other changes must be notified within 20 working days of the company first becoming aware of the change or event. Penalty fees may be incurred when the notice is not filed within that timeframe.
  
  Annual Meeting
  Every company must hold an annual meeting of shareholders once in each calendar year. The meeting must be no later than six months after the company's balance date (ten months for an exempt company as defined in the Financial Reporting Act 1993 if all shareholders agree) and no later than 15 months after the previous annual meeting. A Company does not have to hold its first annual meeting in the calendar year of its registration, but must hold that meeting within 18 months of the date of its registration.
  
  Appointment of Auditors
  At each annual meeting, a company must appoint an auditor to hold office until the next annual meeting, unless a unanimous resolution is passed at or before the meeting that stipulates that an auditor is not necessary.
  There are, however, some classes of companies that must always appoint an auditor. These are:

• a New Zealand subsidiary of a company that is incorporated outside New Zealand

• a company in which 25% or more of the voting power is controlled by overseas interests

• a company that is an issuer of securities within the meaning of section 4 of the Financial Reporting Act 1993.
  
  Adoption, Alteration and Revocation of Constitution
  The shareholders of a company without a constitution may adopt one by special resolution. The board of a company must ensure that notice of an adoption, alteration or revocation is filed with the Registrar within 10 working days of the event taking place.
  
  Issue of Shares
  After registration, a company must issue to any person named in the application as a shareholder, the number of shares that the application says the shareholder will receive. After the first issue of shares, the board of a company may issue shares at any time, to any person, and in any quantity it sees fit. This power is subject to the provisions of the Companies Act 1993 and any provisions in a company's constitution that may modify its right to issue shares. The Registrar must receive notice of the share issue within 10 working days of the issue.
  
  Distributions to Shareholders The board of a company may authorize a distribution by the company at any time, and of any amount, and to any shareholders it sees fit. However, before doing so it must:

• be satisfied, on reasonable grounds, that the company will be able to satisfy the "Solvency Test" immediately after the distribution.

• ensure that it does not breach section 53 of the Companies Act 1993, or any provision in its constitution relating to distributions.
  Directors who vote in favour of a distribution must sign a certificate stating that the company can satisfy the "Solvency Test" and give the grounds for that opinion. A Company satisfies the "Solvency Test" if:

• it is able to pay its debts as they become due in the normal course of business, and

• the value of the company's assets is greater than the value of its liabilities including contingent liabilities.

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