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Companies Act 1993

Administration of companies - Company records

189: Company records

You could also call this:

“Required records that companies must keep and where to keep them”

You need to keep certain records at your company’s registered office. These include your company’s constitution, minutes of shareholder meetings and resolutions from the last 7 years, an interests register, minutes of director meetings and resolutions from the last 7 years, certificates given by directors in the last 7 years, names and addresses of current directors, copies of communications to shareholders from the last 7 years, financial statements for the last 7 accounting periods, accounting records for the current and last 7 accounting periods, and the share register.

You can keep some of these records at a different place in New Zealand, but you must tell the Registrar where they are. If you move the records, you need to tell the Registrar within 10 working days.

If you don’t keep these records or don’t tell the Registrar where they are, your company and its directors can be punished. The company might have to pay a fine as set out in section 373(2), and the directors might have to pay a fine as set out in section 374(2).

The Registrar can allow you to keep records for less than 7 years if they agree to it in writing.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320862.

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Part 10 Administration of companies
Company records

189Company records

  1. Subject to subsection (3) and to section 88 and section 195, a company must keep the following documents at its registered office:

  2. the constitution of the company:
    1. minutes of all meetings and resolutions of shareholders within the last 7 years:
      1. an interests register:
        1. minutes of all meetings and resolutions of directors and directors' committees within the last 7 years:
          1. certificates given by directors under this Act within the last 7 years:
            1. the full names and addresses of the current directors:
              1. copies of all written communications to all shareholders or all holders of the same class of shares during the last 7 years, including annual reports made under section 208:
                1. copies of all financial statements and group financial statements required to be completed by this Act or any other enactment for the last 7 completed accounting periods of the company:
                  1. the accounting records required by section 194 for the current accounting period and for the last 7 completed accounting periods of the company:
                    1. the share register.

                      1. The references in paragraphs (b), (d), (e), and (g) of subsection (1) to 7 years and the references in paragraphs (h) and (i) of that subsection to 7 completed accounting periods include such lesser periods as the Registrar may approve by notice in writing to the company.

                      2. The records referred to in paragraphs (a) to (i) of subsection (1) may be kept at a place in New Zealand, notice of which is given to the Registrar in accordance with subsection (4).

                      3. If any records are not kept at the registered office of the company, or the place at which they are kept is changed, the company must ensure that within 10 working days of their first being kept elsewhere or moved, as the case may be, notice is given to the Registrar for registration of the places where the records are kept.

                      4. If a company fails to comply with subsection (1) or subsection (4),—

                      5. the company commits an offence and is liable on conviction to the penalty set out in section 373(2):
                        1. every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

                          Notes
                          • Section 189(1)(b): amended, on , by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(1)(d): amended, on , by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(1)(e): amended, on , by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(1)(g): amended, on , by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(1)(h): replaced, on , by section 29 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                          • Section 189(1)(i): amended, on , by section 22(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(2): amended, on , by section 22(2) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                          • Section 189(3): amended, on , by section 22(3) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).