NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
ten working days and include a copy of the con - stitution or amendments, which are then made publicly available. Other governing documents (eg, shareholders’ agreements) do not have to be disclosed. As regards corporate governance disclosures by listed companies, please refer to 1.3 Corpo- rate Governance Requirements for Companies With Publicly Traded Shares . The Corporate Governance Code recommends that a listed issuer’s code of ethics, board and committee charters, and certain policies (eg, concerning continuous disclosure, remuneration, diversity and financial product dealings) are made avail - able on the issuer’s website – together with any Companies are incorporated by registration with the Registrar of Companies. The Registrar is the head of the New Zealand Companies Office, which is a division of the Ministry of Business, Innovation and Employment. The following key filings are currently required to be made with the Companies Office and are publicly searchable on the Companies Office website: • the company’s constitution, registered office address, address for service of legal docu - ments, and postal address; • the name and addresses of the company’s directors and its ten largest shareholders (or, if it is not a publicly listed company, all share - holders), as well as details of any change of directors; other key governance documents. 6.3 Companies Registry Filings • details of any shares issued by the company; • details of the company’s ultimate holding company (if any); and • the annual return of the company.
The Companies Office has a wide range of powers to ensure that companies comply with their obligations under the Companies Act. For example, failure to provide the above-mentioned information within the timeframes specified by the Companies Act can result in fines for direc - tors. In the case of failure to file an annual return, the Registrar can initiate action to remove the company from the New Zealand Companies Register. The Companies Office is also empow - ered to issue “management banning orders” that prohibit directors from managing companies. In the event of serious breaches, the Companies Office can prosecute the company or an indi - vidual. In support of these enforcement powers, the Companies Office also has powers to require production of relevant documents. The Companies (Address Information) Amend - ment Bill passed its second reading on 19 Feb - ruary 2025. If enacted by Parliament, this Bill would allow a director to submit an application to the Registrar of Companies declaring that the public availability of their residential address is likely to result in physical or mental harm to them or a person residing with them, and to require an address for service to be used instead. As mentioned in 6.1 Financial Reporting , com - panies that have made one or more “regulated offers” under the FMCA must ensure the product disclosure statement and all other information relevant to the offer is filed on the Disclose Reg - ister, which is a publicly searchable electronic register operated by the Companies Office. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors For details of when a company’s financial state - ments are required to be audited, please refer
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