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New Zealand law explained for everyone

Companies Act 1993

Disclosure by companies - Disclosure to shareholders

211: Contents of annual report

You could also call this:

“What you need to include in your company's yearly report”

You need to write a yearly report about your company. This report must be written down and have a date on it. Here’s what you need to include in the report:

You should explain any big changes in what your company or its parts do, as long as it won’t hurt the business to share this information.

You need to put in any financial reports that the law says you must have.

If an auditor (someone who checks the money side of things) has looked at your financial reports, you need to include what they said.

If your company has to report on how it affects the climate, you need to include that too.

You should write down any new things that have been added to the company’s interest register.

You need to say how much money and other benefits each director (person in charge) got from the company.

You should list how many employees (not directors) got paid $100,000 or more, grouped in $10,000 brackets.

Write down how much money your company gave away.

List who the directors are now and who stopped being a director during the year.

Say how much you paid the auditor for checking your finances and for any other work they did.

Two directors need to sign the report. If there’s only one director, they can sign it alone.

If your company owns other companies, you need to include the same information for them too.

If 95% or more of the people who can vote in your company agree, you don’t have to include some of this information.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321118.

Topics:
Business > Industry rules
Business > Fair trading
Money and consumer rights > Consumer protection
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210: Information for shareholders who elect not to receive annual report, or

“This section about shareholder information has been removed from the Act”

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211A: Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies, or

“Non-active companies no longer exempt from financial reporting requirements”

Part 12 Disclosure by companies
Disclosure to shareholders

211Contents of annual report

  1. Every annual report for a company must be in writing and be dated and, subject to subsection (3), must—

  2. describe, so far as the board believes is material for the shareholders to have an appreciation of the state of the company's affairs and will not be harmful to the business of the company or of any of its subsidiaries, any change during the accounting period in—
    1. the nature of the business of the company or any of its subsidiaries; or
      1. the classes of business in which the company has an interest, whether as a shareholder of another company or otherwise; and
      2. include any financial statements or group financial statements for the accounting period that are required to be prepared under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment (if any); and
        1. if an auditor's report is required under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment in relation to the financial statements or group financial statements included in the report, include that auditor's report; and
          1. if the company is required to prepare climate statements or group climate statements under section 461Z or 461ZA of the Financial Markets Conduct Act 2013 for the accounting period, include the matters required by section 461ZJ(2) of that Act; and
              1. state particulars of entries in the interests register made during the accounting period; and
                1. state, in respect of each director or former director of the company, the total of the remuneration and the value of other benefits received by that director or former director from the company during the accounting period; and
                  1. state the number of employees or former employees of the company, not being directors of the company, who, during the accounting period, received remuneration and any other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum, and must state the number of such employees or former employees in brackets of $10,000; and
                    1. state the total amount of donations made by the company during the accounting period; and
                      1. state the names of the persons holding office as directors of the company as at the end of the accounting period and the names of any persons who ceased to hold office as directors of the company during the accounting period; and
                        1. state the amounts payable by the company to the person or firm holding office as auditor of the company as audit fees and, as a separate item, fees payable by the company for other services provided by that person or firm; and
                          1. be signed on behalf of the board by 2 directors of the company or, if the company has only 1 director, by that director.

                            1. A company that is required to include group financial statements in its annual report must include, in relation to its subsidiaries, the information specified in paragraphs (e) to (j) of subsection (1).

                            2. The annual report of a company need not comply with any of paragraphs (a), and (e) to (j) of subsection (1), and subsection (2) if shareholders who together hold at least 95% of the voting shares (within the meaning of section 198) agree that the report need not do so.

                            3. Repealed
                            Notes
                            • Section 211(1): amended, on , by section 25 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                            • Section 211(1)(b): replaced, on , by section 34(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                            • Section 211(1)(c): replaced, on , by section 34(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                            • Section 211(1)(ca): inserted, on , by section 55(2) of the Financial Sector (Climate-related Disclosures and Other Matters) Amendment Act 2021 (2021 No 39).
                            • Section 211(1)(d): repealed, on , by section 6(1)(a) of the Companies Amendment Act 1998 (1998 No 31).
                            • Section 211(1)(f): amended, on , by section 6(1)(b) of the Companies Amendment Act 1998 (1998 No 31).
                            • Section 211(1)(h): amended, on , by section 6(1)(c) of the Companies Amendment Act 1998 (1998 No 31).
                            • Section 211(2): amended, on , by section 6(2) of the Companies Amendment Act 1998 (1998 No 31).
                            • Section 211(3): replaced, on , by section 6(3) of the Companies Amendment Act 1998 (1998 No 31).
                            • Section 211(3): amended, on , by section 34(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
                            • Section 211(4): repealed, on , by section 34(3) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).