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Maintaining and keeping records

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[image] Maintaining and keeping records. In addition to filing documents with the Companies Office, legislation requires every company to keep and maintain certain records.  This includes accounting records, the share register and other company documents.

The Companies Act 1993 requires every company to keep and maintain certain records. 

  • Company records (described in section 189);
  • Share register (described in section 87); and
  • Accounting records (described in section 194).

 

These requirements are described in more detail below. Note that this information is intended to provide only general business information to the public and we recommend you seek professional advice as appropriate.

On this page:

 

NOTE | Many small businesses choose to have their accountant, solicitor or business advisor hold and maintain these records for them.

 


 

Company records

Section 189 of the Companies Act 1993

A company must keep a variety of documents at its registered office, including (but not limited to):

  • the constitution,
  • minutes of shareholders and directors meetings,
  • financial statements and accounting records and
  • the share register.

 

NOTE | These records may be kept at a place in New Zealand (other than the registered office) provided the location is notified to the Registrar 10 working days in advance of the relocation. 

We have prepared a Records checklist to provide more guidance on records companies should keep:

 

Meeting minutes and resolutions

Companies hold a variety of different meetings and records of those meetings must be kept by the company. In particular:

  • Minutes of all meetings and resolutions of shareholders within the last seven years, and
  • Minutes of all meetings and resolutions of directors and directors' committees within the last seven years.

 

Related information

 

Company constitution

If your company has a constitution, a copy of that constitution must be kept at the registered office.

After incorporation a company may decide to amend its constitution or, if the company had no constitution, adopt one.  The board of a company must ensure that notice of an adoption, alteration or revocation is filed with the Registrar within 10 working days.

Related information

 


Share register

Sections 87–94 of the Companies Act 1993

IMPORTANT NOTE | Companies are required by the Companies Act 1993 to maintain their own share register. The information held by the Companies Office about each company's shares and shareholding does not replace the requirement for a company to maintain its own register.

 

A company must maintain a share register that records the shares issued by the company and which records:

  • an alphabetical list of the shareholders' names with residential addresses or registered office; and
  • number of shares held.

 

The list should include both current shareholders and those who have been shareholders within the last 10 years.

 

The share register must also state:

  • whether there are any restrictions or limitations on their transfer; and
  • where any document that contains the restrictions or limitations may be inspected. 

The register must also show the date of share issues, repurchases, redemptions and share transfers.

 

An agent (such as a professional share registry) may maintain the share register of any company.

 

Divided share registers

Subject to a company’s constitution, a share register may be divided into two or more registers and kept in different locations. The principal register must be kept in New Zealand, along with a copy of any other register.

If the share register is divided, the Registrar must be advised within 10 working days of this being done. If an entry is made in a register other than the principal register, a corresponding entry must be made within 10 working days in the copy of that register being kept with the principal register in New Zealand.

 

Related information

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Financial records and audit requirements

Sections 194-207E of the Companies Act 1993

Every ‘large’ company must prepare financial statements annually under sections 200 and 201 of the Companies Act 1993 (the Act). These financial statements must be audited – refer sections 206 and 207, with the exception of:

  • a company that has opted out of compliance in accordance with section 207J; and
  • a subsidiary of a company incorporated in New Zealand - refer section 206(2)(b).

 

‘Large’ overseas companies and ‘large’ companies with significant overseas ownership must appoint an auditor and are required to register financial statements under sections 207D and 207E, unless section 207D(2) applies.

A company, that does not meet the ‘large’ criteria, with 10 or more shareholders must prepare and audit financial statements each year unless the company has opted not to – refer section 200(1)(d) of the Act.

A company, that does not meet the ‘large’ criteria, with fewer than 10 shareholders must prepare and audit financial statements each year the company has opted to do so - refer section 200(1)(e) of the Act.

If an auditor is to be appointed, the appointment is made at each annual meeting.

 

The board of a company must ensure that the company keeps accounting records.  These records must:

  • correctly record and explain the company’s transactions;
  • at any time enable the company to ensure that the financial statements comply with generally accepted accounting practice (if required under the Companies Act 1993 or any other enactment); and
  • enable the company’s financial statements to be readily and properly audited (if required to be audited).

 

Related information

Security interests over personal property (for example, secured loans, leases or hire purchases) can be registered and searched on the Personal Property Securities Register (PPSR) online at www.ppsr.govt.nz.  You must be a registered user of the PPSR website to search the PPSR.

A search of the PPSR for any registered security interests in respect of a specific company can also be conducted via the Companies Register at www.companies.govt.nz

Visit the PPSR website for more information

 

How long are you required to keep company financial records?

We have prepared a Records checklist to provide more guidance on which records companies should keep (including time frames).

Inland Revenue also produce a useful guide on Record keeping

[link to Inland Revenue website] Record keeping (IR323).
Record keeping (IR323)
Guide on the Inland Revenue website

 

Last updated 30 March 2015

Keeping it fair for all

The use of the registers administered by the Companies Office is proactively monitored. This is to ensure the integrity of the registers by enforcing compliance and preventing misuse. 

[internal link] Learn about Registries Integrity and Enforcement.