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Amico New Zealand Limited - Company formation on New Zealand

Company Incorporation and Formation in New Zealand

Company Annual Returns

A Company that is formed and registered in New Zealand under the New Zealand Companies Act 1993 (NZ Company) as well as a body corporate that is incorporated and registered outside New Zealand but is carrying on business in New Zealand (Overseas Company) are required to file an "Annual Return" in a designated month and pay a annual filing fee of $30.00, if the return is filed manual, or without charge if filed online.

Month required for filing
The month for filing a company's Annual Return is based on the last numeral of its six-digit registration number.

  • 2 February
  • 3 March
  • 4 April
  • 5 May
  • 6 June
  • 7 July
  • 8 August
  • 9 September
  • 0 October
  • 1 November

A Company is not required to file an Annual Return in the calendar year of its incorporation.  Companies can apply to the Registrar to vary the month in which they file their Annual Return.
A "Shuttle Annual Return" is sent by the Registrar to the company's address for communication, or its registered office one month before the return is due to be filed, or there is also the option to file the Annual Return on-line with the Companies Office.

Changing incorrect information printed on your Annual Return
The information within the shuttle Annual Return is obtained from the New Zealand Companies Office database.  The process of requiring an Annual Return is an important way of verifying the information contained in this database.
Where the information on a shuttle Annual Return needs to be updated, follow the instructions on the form.  In some cases, a specific form is required to make the amendment.

Guide to complete the Annual Returns manually
Address for Communication (for communications from the Companies Office)
If the postal address for communications from the Companies Office is incorrect, legibly amend the address on the Annual Return.  This will effect a change to the record.

Date of Annual Return
The Annual Return is completed upon this date.  It must be a day in the month the return is due.  All information must be correct as at this date.

Account Number
This is a unique number allocated to agencies that file Annual Returns on behalf of their clients.

Address of Registered Office
A "Notice of Change of Registered Office" must be filed with the Companies Office at least five working days before the date the change can take effect.  Complete and file this form with the Annual Return.  If the company does not intend to change its registered office, but the printed information does not reflect the last "Notice of Change of Registered Office" filed with the Companies Office, legibly amend the Annual Return.

Address for Service
A "Notice of Change of Address for Service" must be filed with the Companies Office at least five working days before the date the change can take effect.  Complete it and file it with the Annual Return.  If the company does not intend to change its address for service, but the printed information does not reflect the latest address for service document filed with the Companies Office, legibly amend the Annual Return.

Address of divided share register or records
If the company has divided its share register and/or moved any of its statutory records to a place other than its registered office, it must notify the Registrar of the place where the records are kept.  As there is no prescribed form for this notice, you can amend the Annual Return to show the new details.

Details of person filing the return
Enter the details of the person who is filing the Annual Return with the Companies Office.  This may be an individual or a firm.

Company Directors
If a director of the company has changed or if his/her name or address has changed and the Companies Office has not been advised, amend the details printed on the Annual Return and file a "Notice of Change of Director and Particulars of Directors" with the Annual Return.  There is no filing fee payable, however a late filing fee will be payable if the notice is filed more than 20 working days after the change occurred.  In the case of a resignation by death, the time for filing your notice of the change runs from the date of notification to the company of the death.  If the change involves the appointment of a new director, the company must file that director's consent and a document certifying that he/she is not disqualified from being a director.
If no change has occurred, but the pre-printed information does not reflect the last document filed with the Companies Office, amend the Annual Return.

Shareholders
All companies must complete this table by providing the requested information as at the date of the Annual Return.

Charges
If the company has created a charge of a type that requires registration under the Companies (Registration of Charges) Act 1993, but the charge has not been registered at the Companies Office, the company should seek legal advice. If a registered charge has been satisfied, the company should obtain a memorandum of satisfaction from the lender and file that with the Companies Office.  There is no prescribed form for the memorandum.  Do not amend the Annual Return and do not delay filing it with the Companies Office.
If no change has occurred, but the printed information does not reflect the company's documentation filed with the Companies Office, amend the Annual Return.

Financial Reporting Act 1993
Circle the appropriate boxes for Companies Office records.

Auditor and AGM
Resolution that no auditor be appointed
Usually a company appoints an auditor at its annual meeting.  However, a company can unanimously pass a resolution that no auditor is appointed.  If the company has done so, the date on which that resolution was passed should be provided in the date boxes.

Annual General Meeting
Every company should hold an annual meeting of shareholders once every calendar year.  The Companies Act 1993 details certain things that should be done at that meeting, either by resolution or as otherwise specified.
A Company can avoid holding an annual general meeting, if within the time prescribed for having a meeting, all matters specified in the Companies Act 1993 to be done (either by resolution or otherwise) at that meeting, are done by way of a resolution in writing.
If this occurred and the company did not hold an annual meeting, the date of the last resolution relating to a matter specified to be actioned at an annual meeting should be given.

Authorised Signature
A director or an authorised person must sign the Annual Return.  The signatories must provide their names under their signatures.  The people signing certify that the particulars contained in the Annual Return are true and correct.

Completed Annual Returns should be mailed to the Registrar of Companies, P.O.Box 92061, Auckland Mail Centre, together with the prescribed fee of NZ$30.00.
Annual Returns which are filed within 25 working days after the month they are due to be filed attract a late fee of $25.00 and Annual Returns which are filed more than 25 working days after the month they are due to be filed attract a fee of $100.00, in addition to the fee payable.

Failure to file an Annual Return
Companies that fail to file their Annual Returns by the due date are required to pay a late filing penalty.  The Registrar of Companies sends a letter to remind companies and directors of companies that their Annual Return is overdue.  If no response to that reminder is received, it is presumed that the company has ceased to carry on business and action is commenced to remove the company from the register.  It is important to maintain the addresses notified to the Registrar and file your Annual Return on time.

Annual Returns for Overseas Companies
Overseas companies are companies that are formed and registered overseas and are carrying on business in New Zealand by virtue of registration under the Companies Act 1993.
Overseas companies are required to file an Annual Return every year.  The month before the Annual Return of an overseas company is due the company will receive an information pack including:

  • an explanatory letter
  • the Annual Return form
  • a summary of the current position on record
  • a form upon which to notify any amendments

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