Inspection of your Company’s Records by the Companies Office: Are You Prepared?

The Companies Office is making routine compliance checks to ensure New Zealand companies are complying with their obligations under the Companies Act 1993. Are your company records where they should be?

Company Record Requirements

From our experience, company directors and administrators can be surprised to learn that the records their company is required to maintain go above and beyond those records submitted to the online Companies Office register.

The Companies Officer register is available for inspection by the public (under s 215 of the Act) and primarily serves as a record of essential information, rather than a comprehensive repository of all necessary documents.

In addition to submitting information to the online Companies Office register, New Zealand companies must also:

• make certain records available to shareholders on written request, under s 216 of the Act;
• ensure all the records of the company are available for inspection by the directors of the company, under s 191 of the Act; and
• maintain a full suite of documentation (typically referenced as the ‘Company Register’) at the companies’ registered office, under s 189 of the Act.

The Company register

Section 189 of the Companies Act states that the following documents must be kept at a Company’s registered office:

• minutes of all meetings and resolutions of shareholders within the last 7 years;
• minutes of all meetings and resolutions of directors and directors’ committees within the last 7 years;
• certificates given by directors under the Act within the last 7 years;
• the full names and addresses of the current directors (i.e., a directors’ register);
• the constitution of the company;
• the company’s interests register;
• copies of all written communications to all shareholders or all holders of the same class of shares during the last 7 years;
• copies of all financial statements and group financial statements required to be completed by the Act or any other enactment for the last 7 completed accounting periods of the company;
• the accounting records required by section 194 of the Act for the current accounting period and the last 7 completed accounting periods of the company; and
• the share register (which is separately required under s 87 of the Act).

The Registrar’s Powers

The Registrar of Companies in New Zealand has broad powers under the Act to conduct compliance checks, including in relation to a company’s register.

Section 365 of the Act states that the Registrar (or a person authorised by the Registrar) may, for the purpose of ascertaining whether a company or a director is complying with the Act (if it is in the public interest to do so):

• require a person to confirm that company information is correct;
• require a person to correct any inaccurate company information;
• require a person to produce, for inspection, relevant documents within that person’s possession or control;
• inspect and take copies of relevant documents;
• take possession of relevant documents and remove them from the place where they are kept, for the purpose of taking copies; and
• retain relevant documents for a period which is reasonable if there are reasonable grounds for believing that they are evidence of the commission of an offence.

Failure to respond to requests from the Registrar on time or in the required format can lead to enforcement action, which can include the removal of the company from the register.

Failure to comply with the record-keeping provisions of the Companies Act can amount to an offence and result in financial penalties for the company and/or its directors.  Ensuring that a company complies with Companies Act is also one of the core duties of a director under s 134 of the Act.

Companies that we act for at MoranLaw have been subject to compliance checks by the Registrar over the past few months. Thankfully, those companies’ records were in order and further action by the Registrar was not required.

Companies must ensure they hold all necessary documentation at the registered office and should be prepared to respond to a request or inquiry from the Registrar at any time. Now is a good time to ensure your register is fully up to date, before the Registrar comes knocking.

At MoranLaw we have a full service offering for company, corporate and regulatory support within our wider commercial team. This includes acting as a registered office for a number of companies and ensuring compliance with the Act. For more information, contact our friendly team at team@moranlaw.co.