Plain language law

New Zealand law explained for everyone

Companies Act 1993

Disclosure by companies - Disclosure to shareholders

208: Obligation to prepare annual report

You could also call this:

“Companies must create a yearly report on their activities”

You need to prepare an annual report if you’re in charge of certain types of companies. This applies if your company is large, is a public entity, has to prepare financial statements under specific laws, or has 10 or more shareholders (unless you’ve chosen not to). It also applies if your company has fewer than 10 shareholders but you’ve chosen to follow this rule.

If this applies to you, you must prepare an annual report within 5 months after your company’s balance date. This report should cover what happened with your company during the accounting period that ended on that date.

If you don’t prepare the report when you’re supposed to, you could get in trouble. Every director of the company might be found guilty of breaking the law and could face a penalty.

There’s an exception for large companies. You don’t have to prepare an annual report if your company doesn’t need to prepare financial statements for that period, and if shareholders who own at least 95% of the voting shares agree that you don’t need to prepare the report.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321105.

Topics:

Business > Industry rules

Business > Fair trading

207ZB: Payment of infringement fee, or

“How fines for breaking company rules are paid to the government”

209: Obligation to make annual report available to shareholders, or

“Companies must provide shareholders with annual reports or notices about accessing them”

Part 12 Disclosure by companies
Disclosure to shareholders

208Obligation to prepare annual report

This section applies to—
every large company (within the meaning of section 198); and
every company that is a public entity; and
every company that is required to prepare financial statements or group financial statements under Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013; and
every company with 10 or more shareholders unless the company has opted out of compliance with this section in accordance with section 207I (in relation to the accounting period referred to in subsection (2)); and
every company with fewer than 10 shareholders if the company has opted into compliance with this section in accordance with section 207K (in relation to the accounting period referred to in subsection (2)).

The board of every company to which this section applies must, within 5 months after the balance date of the company, prepare an annual report on the affairs of the company during the accounting period ending on that date.
If the board of a company fails to comply with subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).
However, the board of a large company (within the meaning of section 198) is not required to prepare an annual report on the affairs of the company during an accounting period if—
the company is not required to prepare any financial statements or group financial statements for the accounting period under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment; and
shareholders who together hold at least 95% of the voting shares (within the meaning of section 198) agree that the annual report need not be prepared for the accounting period.

Notes

Section 208: replaced, on 1 April 2014, by section 31 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
Section 208(4): inserted, on 30 May 2017, by section 26 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).