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Companies Act 1993

Disclosure by companies - Disclosure to shareholders

214: Annual return

You could also call this:

“Companies must provide yearly updates to the Registrar”

Every year, the board of your company must send an annual return to the Registrar. This return must be sent during a specific month that the Registrar has assigned to your company. The return needs to be on a special form that the Registrar has approved.

The annual return must include information about your company, as listed in Schedule 4. The return should be dated within the month it’s supposed to be sent, and all the information in it should be up to date as of that date.

A director of your company, a lawyer, or a qualified accountant must sign the annual return. The accountant must meet the definition in section 5(1) of the Financial Reporting Act 2013.

When your company is first registered, the Registrar will tell you which month to send your annual return. The Registrar can change this month if they need to.

You don’t need to send an annual return in the same year your company is registered. If your company is a subsidiary (owned by another company), you can ask the Registrar if you can send your return in the same month as your parent company.

The Registrar decides what information needs to be in the annual return. They might have different forms for different types of companies. If you want to use a different form, you can ask the Registrar for permission.

If your company’s board doesn’t send the annual return when they should, or if the information isn’t up to date, the directors could get in trouble. The punishment for this is explained 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=DLM321131.

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Part 12 Disclosure by companies
Disclosure to shareholders

214Annual return

  1. The board of a company must ensure that there is delivered to the Registrar each year, for registration, during the month allocated to the company for the purpose, an annual return in the prescribed form or in a form the use of which by the company has been approved by the Registrar pursuant to subsection (8), or as near to it as circumstances allow, and containing as much of the information specified in Schedule 4 as is prescribed.

  2. The annual return must be dated as at a day within the month during which the return is required to be delivered to the Registrar and the information required to be contained in it must be compiled as at that date.

  3. The annual return must be signed by a director of the company or by a solicitor or qualified statutory accountant (within the meaning of section 5(1) of the Financial Reporting Act 2013) authorised for that purpose.

  4. On registration of a company under Part 2, the Registrar must allocate a month to the company for the purposes of this section.

  5. The Registrar may, by written notice to a company, alter the month allocated to the company under subsection (4).

  6. Notwithstanding subsection (1),—

  7. a company need not make an annual return in the calendar year of its registration:
    1. a subsidiary may, with the written approval of the Registrar, make an annual return during the month allocated to its holding company instead of during the month allocated to it.

      1. For the purposes of this section, prescribed means prescribed by regulations made under this Act or by the Registrar by notice in the Gazette and different forms of annual return may be prescribed in respect of different classes of companies.

      2. The Registrar may, on the application of any person, approve the use, by such company or companies as the Registrar may specify, of a form of annual return different from that prescribed, and may at any time revoke, in whole or in part, any such approval.

      3. An annual return in a form approved under subsection (8) must contain all the prescribed information.

      4. If the board of a company fails to comply with subsection (1) or subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

      Compare
      • 1955 No 63 ss 130, 131, 132
      • 1975 No 137 s 13
      • 1982 No 152 ss 8, 9, 10
      Notes
      • Section 214(3): amended, on , by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).