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Companies Act 1993

Disclosure by companies - Disclosure to shareholders

209: Obligation to make annual report available to shareholders

You could also call this:

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

The board of a company must send every shareholder either a copy of the annual report or a notice with specific information. They need to do this at least 20 working days before the annual meeting, or within 20 working days after preparing the report if no meeting is needed.

If the board sends a notice instead of the full report, it must tell you that you have the right to get a free copy of the annual report if you ask for it within 15 working days. The notice should also explain how you can get the report electronically, like from a website.

If the company has made a shorter version of the report (called a concise annual report), the notice should mention this too. It should tell you that you can get a free copy of this shorter report if you ask within 15 working days, and how to get it electronically.

The board can include extra information with the notice if they want to.

The concise annual report must include financial statements or summary financial statements that follow proper accounting rules. If the company has subsidiaries, it needs to include group financial statements or summary statements for the whole group.

If the board doesn’t follow these rules, each director can be found guilty of an offence and punished as set out in section 374(2).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321107.

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Business > Industry rules
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208: Obligation to prepare annual report, or

“Companies must create a yearly report on their activities”

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209A: Board must send copy of annual report or concise annual report on request, or

“Board must provide annual report to shareholders upon request”

Part 12 Disclosure by companies
Disclosure to shareholders

209Obligation to make annual report available to shareholders

  1. The board of a company must send to every shareholder of the company—

  2. a copy of the annual report; or
    1. a notice containing the statements specified in subsection (3).

      1. The copy of the annual report or the notice referred to in subsection (1)(b) must be sent—

      2. not less than 20 working days before the date fixed for holding the annual meeting of shareholders; or
        1. if, under section 120(5) or 122(4), it is not necessary to hold an annual meeting, within 20 working days after the date on which the annual report is prepared.

          1. Subsection (1) does not apply if the annual report is not required to be prepared under section 208.

          2. Subsection (1) is subject to section 212.

          3. The notice referred to in subsection (1)(b) must contain—

          4. a statement to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the annual report; and
            1. a statement to the effect that the shareholder may obtain a copy of the annual report by electronic means; and
              1. a statement as to how the shareholder may obtain a copy of the annual report by electronic means (for example, from a specified website address); and
                1. if the board of the company has prepared, in relation to the same accounting period as the annual report, a concise annual report, a statement—
                  1. that the board of the company has prepared, in relation to the same accounting period as the annual report, a concise annual report; and
                    1. to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the concise annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the concise annual report; and
                      1. to the effect that the shareholder may obtain a copy of the concise annual report by electronic means; and
                        1. as to how the shareholder may obtain a copy of the concise annual report by electronic means (for example, from a specified website address).

                        2. The notice referred to in subsection (1)(b) may be accompanied by any additional information or documentation that the board of the company thinks fit.

                        3. For the purposes of this section and sections 209A and 209B, every concise annual report for a company must, in relation to an accounting period, include,—

                        4. in relation to a company that has, on the balance date of the company, no subsidiaries,—
                          1. financial statements for the accounting period that comply with generally accepted accounting practice and any auditor's report on those financial statements; or
                            1. summary financial statements for the accounting period that comply with generally accepted accounting practice:
                            2. in relation to a company that has, on the balance date of the company, 1 or more subsidiaries,—
                              1. group financial statements for the accounting period that comply with generally accepted accounting practice and any auditor's report on those group financial statements; or
                                1. summary financial statements for the accounting period, prepared in relation to the group comprising the company and its subsidiaries, that comply with generally accepted accounting practice.

                                2. Repealed

                                3. If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

                                Notes
                                • Section 209: replaced, on , by section 7 of the Companies Amendment Act (No 2) 2006 (2006 No 62).
                                • Section 209(1): amended, on , by section 27(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                • Section 209(1AA): inserted, on , by section 27(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                • Section 209(1A): inserted, on , by section 32(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                                • Section 209(3)(d): amended, on , by section 27(3) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                • Section 209(3)(d): amended, on , by section 27(4) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                • Section 209(3)(d)(iaaa): inserted, on , by section 27(5) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
                                • Section 209(5): replaced, on , by section 32(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                                • Section 209(6): repealed, on , by section 32(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).