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Are you a director of a New Zealand registered company?

By Claire Barron - 21 Mar 2013

If you are a director of a New Zealand registered company or if you are thinking of setting up a company in New Zealand, you need to be aware of some important changes proposed by the Companies and Limited Partnerships Amendment Bill.

The Bill intends to tighten rules around company directors and company registration to avoid misuse of New Zealand's very straightforward company registration process.  Some of the changes proposed include:

  • Each company registered in New Zealand must have a New Zealand-resident director or agent.  Certain exemptions will apply to overseas jurisdictions with reciprocal enforcement or information sharing arrangements with New Zealand (such as Australia).
  • The Registrar of Companies will have expanded powers, including the power to correct information; "flag" companies as under enquiry and in certain circumstances, remove a disqualified or prohibited person or ban a person from involvement in a company.
  • The introduction of criminal sanctions for directors who commit a serious breach of their duties to act in good faith and in the best interests of the company or who are involved in reckless trading.  

The Bill is currently awaiting its second reading and is expected to come into force later this year.  Although existing companies will have a transitional period to comply with additional requirements, company directors need to be aware of the impending changes and start planning for them now.


Claire Barron

Warren Bygrave


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