New Zealand companies

A New Zealand company may be required to file accounts with the Companies Office under section 19 of the Financial Reporting Act 1993 (the FRA) if your company falls under one of the following categories:

1. Under section 19(1)(b) – if it is a “large” company in which 25 percent or more of the voting shares are held by —

• A company or body corporate incorporated outside New Zealand; or
• A subsidiary of a company or body corporate incorporated outside New Zealand; or
• A person not ordinarily resident in New Zealand.

2. Under section 19 (1)(c) – if it is a subsidiary of a company or body corporate incorporated outside New Zealand.

FAQs

What is a 'large' company?

A 'large' company is one that satisfies at least two of the following as at the company’s balance date:

• Exceeds NZ$20 million in annual turnover
• Exceeds NZ$10 million in a company’s assets
• 50 or more full-time employees.

Notes

The word ‘subsidiary’ in the FRA refers to all levels of subsidiary of a company.

The above changes to the FRA as contained under section 19 and the new section 19A affect companies with accounting periods that were current at 21 January 2007 and those with balance date after that date.

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.

New Zealand company accounts

The content of the financial statements include:

1. Statement of financial position
2. Statement of financial performance
3. Statement of cashflows
   • Except where differential reporting applies or the company is exempt under section 12 of the Financial Reporting Act 1993
4. Statement of movements in equity
5. Statement of accounting policies
6. Notes to the accounts
7. Audit report (must comply with section 16 of the Financial Reporting Act 1993)
   • 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 number 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).

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Group accounts (only if the New Zealand company 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
   • Except where differential reporting applies
4. Consolidated statement of movements in equity
5. Statement of accounting policies
6. Notes to the accounts
7. Audit report (must comply with section 16 of the Financial Reporting Act 1993
   • 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 number 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).

Issuers

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

• Further information on issuers and this requirement

Non active companies

If a company with an obligation to file financial statements has ceased trading during the relevant accounting period, a non-active declaration can be filed which will exempt them from submitting financial statements.  Read more about non-active declarations

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 of the balance date.

Further information