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Registering a prospectus and other securities documents

Prospectuses and related documentation filed under the Securities Act 1978 are required to be registered by the Registrar of Companies with the Companies Office in Auckland. The Companies Office will verify that the entire document has been submitted, process the document filing fee submitted by the issuer or someone acting on the issuer’s behalf, and upload the document to the register as part of that entity’s record.

The Registrar will notify the Financial Markets Authority (FMA) once the documents are registered and made publicly available. The FMA may review documentation to ensure that it complies with the Securities Act 1978 and the Securities Regulations 2009. In some cases the FMA may make a decision to suspend the offer of securities under an issuer’s prospectus, the FMA may also withdraw the issuer’s prospectus and suspend and/or cancel the related offer entirely.

For more information on FMA and their role please visit the FMA website

 

When will my document be registered?

Documents will be registered following receipt of both the entire document and full payment of registration fees (when applicable). Please note the date of registration may not be the date of submission where documents are filed on a non-working day or after the specified times below.

The following table shows when you can expect your documents will be registered providing the documents meet the registration requirements:

Uploaded electronically via the online filing form

Uploaded on a working day before 3pm NZT

The documents will be registered on the same day

Uploaded on a working day after 3pm NZT or on a non-working day

The documents will be registered no later than the end of the following working day

Note | The Companies Office will continue to register documents received after 3pm on a working day but cannot guarantee their registration on that day.
 


Posted or hand delivered to the Auckland Companies Office

Level 18, 135 Albert St, Auckland 1010 | Private Bag 92061, Victoria Street West, Auckland 1142

Submitted on a working day before 1pm NZT

The documents will be registered on the same day

Submitted on a working day after 1pm NZT

The documents will be registered no later than the end of the following working day.

Note | The Companies Office will continue to register documents received after 1pm on a working day but cannot guarantee their registration on that day.
 


[icon] Orange exclamation small Important | Documents will no longer be accepted by reception staff at the Ministry of Business, Innovation and Employment offices other than at the Companies Office in Auckland.


How do I register securities documents online?

Step 1 | Prepare an electronic file

Prepare an electronic file containing all of the relevant documents (excluding your cover sheet or payment form).

For a prospectus this includes any material contracts and authority documents that form part of the document to be registered. These documents should be combined into one electronic file for uploading.

Read tips on uploading documents

Note | The combined total of documents you upload per submission must not exceed 50MB.

 

Step 2 | Payment form for prospectus only

If you are filing a prospectus, download and prepare the prescribed payment form and fill in the payment details. Please upload the payment form under the ‘Payment details’ section.

 

Step 3 | Upload your securities documents

Use the online filing form to upload your documents and payment form for registration (if applicable).

  • Choose the type of document you are filing and select the Browse... button to upload the relevant document. Please ensure all documents are included in the file as part of the upload.
  • You may upload an optional cover sheet or use the comments field to provide us with any other relevant information.
  • Select the Submit button to send us your securities documents.

 

Note | At any time you can select the Reset button to clear the online form and begin the process again.

 

What happens next?

The Companies Office will check the submitted document to ensure the entire document has been submitted and the payment can be processed.

A certificate of registration will be issued, unless a Directors Certificate has been registered, in which case a letter of confirmation will be issued.

If the document is incomplete or the payment fails, the Companies Office will notify by email the person who submitted the documents to advise of the issue and what needs to be done next to rectify the issue. 
 

Last updated 20 September 2013

Companies Office making good progress on Financial Markets Conduct Register

Find out about the new online register for financial products and managed investment schemes that will be introduced on 1 December 2014.

[internal link] Read the latest news on the Financial Markets Conduct Register.
 

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