NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
5.3 Incorporation and Registration Companies are incorporated by registration with the Registrar of Companies, who heads the Companies Office (a division of the Ministry of Business, Inno - vation and Employment). Key information that must be filed with, and is publicly searchable through, the Companies Office includes: • the company’s constitution, registered office, address for service and postal address; • director details; • shareholding information for the ten largest share - holders, or all shareholders if unlisted; • details of shares issued; • details of any ultimate holding company; and • the company’s annual return. The Companies Office has a wide range of powers to ensure that companies comply with their obligations under the Companies Act. Failure to make required filings can result in fines for directors, removal of the company from the register (for failure to file annual returns), management banning orders, or prosecution in serious cases. Companies that have made one or more regulated offers under the FMCA must also file the relevant product disclosure statement and offer information on the publicly searchable Disclose Register (see 5.1 New Zealand’s AML regime is designed to align with global anti‑money laundering standards set by the Financial Action Task Force. Under the Anti‑Money Laundering and Countering Financing of Terrorism Act 2009 (“AML Act”), “report - ing entities” must comply with transactional and reg - ulatory reporting requirements. “Reporting entities” include those conducting captured activities, such as providing financial services, acting as a trustee or nominee, managing client funds or assets, or provid - ing company or trust services. Reporting entities must appoint an AML compliance officer, maintain AML compliance programmes, and Financial Reporting Requirements ). 5.4 Global Anti-Money Laundering
NZD33 million of revenue each of the preced - ing two financial years; (b) overseas companies carrying on business in New Zealand (or their subsidiaries) that have more than NZD22 million of assets or NZD11 million of revenue in each of the preceding two financial years; (c) companies with ten or more shareholders, un - less they opt out by a 95% shareholder resolu - tion; and (d) any company where shareholders holding not less than 5% of the company’s voting shares have given notice requiring the company to opt in to these financial reporting requirements. • Listed companies must release full-year and half- year results announcements, and annual reports (within three months of each balance date) includ - ing audited financial statements. • Issuers of financial products the subject of a “regulated offer” under the FMCA (ie, for which a “product disclosure statement”, akin to a prospec - tus, is required) must file signed audited financial statements with the Companies Office within four months of each balance date – whether or not the issuer is listed (see 5.3 Incorporation and Regis- tration ). 5.2 Corporate Governance Arrangement Disclosure If a company’s shareholders resolve to adopt, alter or revoke its constitution, the board is required to notify the Companies Office within ten working days and include a copy of the constitution or amendments, which are then made publicly available. Other govern - ing documents (eg, shareholders’ agreements) do not have to be disclosed. As regards corporate governance disclosures by list - ed companies, refer to 1.3 Companies With Publicly Traded Shares . The CGC recommends that a listed issuer’s code of ethics, board and committee charters, and certain policies (eg, concerning continuous dis - closure, remuneration, diversity and financial product dealings) are made available on the issuer’s website – together with any other key governance documents.
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