New Requirements For Company Directors From 1 May 2015

The changes require that all New Zealand companies incorporated after 1 May 2015 must have at least one director that:

• lives in New Zealand (citizenship is not a requirement); or
• lives in an enforcement country and is a director of a company incorporated in that enforcement country (currently only Australia complies as an enforcement country).

Existing New Zealand companies have until 28 October 2015 to satisfy this new requirement.

In addition, company directors will be required to provide the following information to the Companies Office:

• dates and birth place of all directors at the time of registration or on a change of directors or the filing the company’s annual return (whichever happens first); and
• details of any ultimate holding company, including its country of registration number or code (if any) and its registered office.

In the case of new company registration applications, non compliance will result in those applications being declined. In the case of existing companies, non-compliance will likely attract penalties and could result in the company being removed from the Companies register.

Having an ‘alternate director’ who is a resident in New Zealand may be an option for satisfying this new residency requirement.

The changes also provide the Companies Registrar with increased powers of enforcement that include:

• ability to issue notes of inactivity or warning against companies on the register;
• to identify controllers of companies; and
• to de-register companies and prohibit persons from managing companies in certain additional circumstances.