Financial reporting for overseas companies

All overseas companies (including Australian overseas companies) are required to file financial statements with the Companies Office under section 19 of the Financial Reporting Act 1993.

Financial statements of an overseas company

The financial statements may include three types of accounts:

• For the overseas company; and
• For the New Zealand operation; and
• For the Group (only if the overseas company has subsidiaries).

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

Note | The balance date of each set of accounts must be the same.  That is, if the company balance date is 31 March 2009, then the company, New Zealand operations and group (if applicable) financial statements must all be for the 31 March 2009 reporting period.

Overseas company accounts

The content of the financial statements include:

1. A Statement of financial position (Balance Sheet)
2. A Statement of financial performance (Profit & Loss)
3. A Statement of cashflows 
4. Statement of movements in equity
5. Statement of accounting policies
6. Notes to the accounts
7. Audit report - overseas company
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 at least one director.

Notes

A statement of cashflows is not required if the company qualifies for an accounting standard similar to differential reporting under the overseas GAAP (Generally Accepted Accounting Principles).  This should be detailed in the notes to the financial statements or in a covering letter.

Audit report - overseas company - If the relevant overseas jurisdiction does not require the company to undergo audit this must be stated in the notes to the accounts or in a covering letter, signed by one of the company's directors, filed with the financial statements.  Note - This applies only to the overseas financial statements, the financial statements for the New Zealand operation must be audited and must comply with section 16 of the Financial Reporting Act 1993.
 

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New Zealand operation accounts

The content of the financial statements include: 

1. Statement of financial position (New Zealand operation)
2. Statement of financial performance (New Zealand operation)
3. Statement of cashflows (New Zealand operation)
4. A Statement of movements in Equity (New Zealand operation)
5. A Statement of Accounting Policies
6. Notes to the Accounts
7. Audit report (New Zealand operation) - must comply with section 16 of the Financial Reporting Act 1993 and:
   • must be dated and signed by the auditor
   • cannot be signed in the name of a limited liability company (section 199(2) Companies Act 1993)
   • 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).

Notes

If differential reporting applies, this should be stated in the notes to the financial statements.

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Group accounts (only if the overseas company has subsidiaries)

The content of the financial statements include:

1. Consolidated statement of financial position (Balance Sheet)
2. Consolidated statement of financial performance (Profit & Loss)
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
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 at least one director.

Notes

A statement of cashflows is not required if the company qualifies for an accounting standard similar to differential reporting under the overseas GAAP (Generally Accepted Accounting Principles).  This should be detailed in the notes to the financial statements or in a covering letter.

Audit report - If the relevant overseas jurisdiction does not require the company to undergo audit this must be stated in the notes to the accounts or in a covering letter filed with the financial statements. 

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Exemptions from filing financial statements

An exemption may be granted by the Registrar.  Please note that the amendment to the Financial Reporting Act 1993 introducing the Registrar’s power to grant exemptions came in to force on 18 June 2007 and only applies to accounting periods current at that date. 

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)

Non-active companies

If an overseas 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

Removing an overseas company from the register

If an overseas company registered under Part 18 of the Companies Act 1993 is no longer carrying on business in New Zealand, the overseas company may either give public notice that it intends to cease operations in New Zealand under section 341 of the Companies Act 1993.

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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.