Issuers

Issuers are required to file financial accounts under section 18 of the Financial Reporting Act 1993. 

An issuer is defined as: 

• A person who has allotted securities pursuant to: 
  • An offer for which, or for which but for an exemption granted by the Financial Markets Authority pursuant to section 5 of the Securities Act 1978, an investment statement or a registered prospectus, or both, is or was required under that Act (other than an offer of a unit in a unit trust); or 
  • An offer required to be contained in a prospectus required to be registered under the Companies Act 1955. 
    A manager of a unit trust (within the meaning of section 2 of the Unit Trusts Act 1960) in which securities have been allotted, whether before or after the commencement of this Act, pursuant to an offer of securities to the public within the meaning of the Securities Act 1978. 
  • A recipient of money from a conduit issuer.
• A person who is a party to a listing agreement with a stock exchange registered under the Sharebrokers Act 1908 and who has issued securities, which are quoted on such an exchange. 
• An insurer (within the meaning of section 13 of the Accident Insurance Act 1998).
• An operator of a retirement village (within the meaning of section 5 of the Retirement Villages Act 2003).
• A registered bank (within the meaning of section 2(1) of the Reserve Bank of New Zealand Act 1989) that has allotted securities to the public within the meaning of the Securities Act 1978.
   

For the full definition of “issuer” please refer to section 4 of the Financial Reporting Act 1993.
 

The financial statements may include two types of accounts namely: 

• New Zealand Company Accounts; and 
• Group Accounts (only if the New Zealand company has subsidiaries).

All of the above information must be submitted for registration when filing the financial statements.

Notes

Exemptions can often be obtained by overseas companies but only in particular circumstances for New Zealand companies.  The onus will be on the company to provide the Registrar with a copy of their exemption which must be obtained from the Financial Markets Authority.  Once received, any compliance programme will cease (this provision only applies to balance dates after 21 January 2007).  For more information, see the 'Exemptions from filing financial statements' section below.

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New Zealand Issuer accounts

The content of the financial statements include: 

1. Statement of financial position
2. Statement of financial performance
3. Statement of cashflows
4. Statement of movements in equity
5. Statement of accounting policies
6. Notes to the accounts
7. Audit report
   
   • Must be dated and signed by the auditor
   • Cannot be signed in the name of a limited liability company
   • Must relate to the correct reporting period
   • Must include the correct company name
   • Must have page numbers that are consistent with those in the financial statements
8. The financial statements must not include a disclaimer if the party that prepared the accounts and the party that audited the accounts are the same
9. The accounts must be signed and dated by two directors (or if there is only one director, by that director).

Group accounts (if the Issuer has subsidiaries)

The content of the financial statements include: 

1. Consolidated statement of financial position
2. Consolidated statement of financial performance
3. Consolidated statement of cashflows
4. Consolidated statement of movements in equity
5. Statement of accounting policies
6. Notes to the accounts
7. Audit report
   • Must be dated and signed by the auditor
   • Cannot be signed in the name of a limited liability company
   • Must relate to the correct reporting period
   • Must include the correct company name
   • Must have page numbers that are consistent with those in the financial statements
8. The accounts must be signed and dated by two directors (or if there is only one director, by that director)
9. The financial statements must not include a disclaimer if the party that prepared the accounts and the party that audited the accounts are the same.

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Exemptions from filing financial statements

Exemptions can often be obtained by overseas companies but only in particular circumstances for New Zealand companies.  The onus will be on the company to provide the Registrar with a copy of their exemption which must be obtained from the Financial Markets Authority.  Once received, any compliance programme will cease.

The Companies Office and the Financial Markets Authority do not generally offer advice or give legal rulings on how securities law applies and whether in the circumstances an exemption may be required.  The applicant makes its own interpretation of the law when deciding whether to apply for an exemption.  In difficult cases the Financial Markets Authority will ask for the applicant's reasons for concluding that the law applies.  This is for the purpose of ensuring that it has jurisdiction to act.

Note | Exemptions granted are for life – the company need not resubmit their financial statements on an annual basis (this provision only applies to balance dates after 21 January 2007).  See section 18 of the Financial Reporting Amendment Act 2006 – new section 35A of the Financial Reporting Act 1993.

Registration requirements

A filing fee of NZ$255.55 payable to the Ministry of Economic Development is required to accompany the filing of financial statements.  If the financial statements are submitted outside the requisite filing period, a late fee of an additional NZ$100 is also payable.

The financial statements must be delivered, within five months and 20 working days.