Schedule 3: Proceedings of the board of a company or “How a company's board of directors meets and makes decisions”
You could also call this:
“A list of key details companies must provide each year”
The annual return for a company must include a lot of important information. This includes the company’s address, where its records are kept, and details about its shares. It also needs to list information about the directors, shareholders, and any changes to these.
The return must state if the company had to register financial statements or if it was a ‘code company’ under the Takeovers Act. It also needs to say if the company offered financial products to the public and what rules it followed for this.
If the company made any special decisions about its financial reporting or annual meetings, these need to be included too. The date of the last annual meeting or when the company decided not to have one must be given. Some of this information only needs to cover the past year, while other details might need to go back further.
the address of the registered office of the company:
the address for service of the company:
the postal address of the company:
if the share register is divided into 2 or more registers kept in different places, the place in which each register is kept:
if any records are not kept at the company's registered office under section 189(1), details of those records and of the place or places where they are kept:
the following information relating to the shares in the company:
the number of shares issued and, if there is more than 1 class of shares, the number of shares in each class:
the value of the consideration for each share issued:
where the full consideration was not payable or required to be provided in respect of the issue of the share, the value of that part of the consideration paid or provided in respect of the issue of the share:
the amount called up on each share:
the total amount of calls received:
the total amount of calls unpaid:
the total number of shares forfeited and not sold or otherwise disposed of:
the total number of shares purchased or otherwise acquired by the company:
the total number of shares redeemed by the company:
the full names, dates and places of birth, and residential addresses of the directors of the company:
in relation to at least 1 director of the company who lives in an enforcement country, the prescribed information in respect of 1 body corporate that is incorporated in that enforcement country under a law that is equivalent to this Act and of which the director is a director (but this paragraph applies only if no directors of the company live in New Zealand):
the company's ultimate holding company information:
in respect of shares of the company that are quoted on a stock exchange, the names and addresses of, and the number of shares held by,—
the persons holding the 10 largest numbers of shares; or
if there is more than 1 class of shares, the persons holding the 10 largest numbers of shares in each class:
in respect of shares of the company that are not quoted on a stock exchange, the following information relating to past and present shareholders of the company:
the names and addresses of all the shareholders of the company:
the names and addresses of all persons who ceased to be shareholders of the company—
since the date of the last annual return; or
in the case of the first annual return of a company registered under this Act, since the date of registration:
the number of shares held by each shareholder:
the shares transferred by existing shareholders or past shareholders (including the dates of registration of the transfers)—
since the last annual return; or
in the case of the first annual return of a company registered under this Act, since the date of registration:
a statement whether, at any time,—the financial statements or group financial statements of the company were required to be registered or lodged under any Act or the company was a code company within the meaning of section 2A of the Takeovers Act 1993:
since the last annual return; or
in the case of the first annual return of a company registered under this Act, since the date of registration,—
a statement as to whether the company at any time since the last annual return or, in the case of the first annual return, since the date of registration has been the offeror of financial products under a regulated offer (as defined in section 41 of the Financial Markets Conduct Act 2013):
a statement as to whether the company at any time since the last annual return or, in the case of the first annual return, since the date of registration has been the offeror of financial products for which a disclosure document was required to be provided under clause 26 of Schedule 1 of the Financial Markets Conduct Act 2013, and, if so, the exclusion under that schedule that the offeror relied on:
a statement as to whether the company at any time since the last annual return or, in the case of the first annual return, since the date of registration has been the offeror of financial products and has knowingly relied on an exclusion under clause 3(2)(b) or (3), 4(3), 8, 10, 11, 12, 15, 16, or 19 of Schedule 1 of the Financial Markets Conduct Act 2013, and, if so, which of those exclusions the offeror relied on:
in the case of a company that has passed a resolution under section 207I or 207J, the text and date of the resolution:
in the case of a company in respect of which a notice has been given under section 207K, the text and date of the notice:
the date of the last annual meeting of the company held under this Act or, if the company is not required to hold an annual meeting, the date on which a resolution was passed under section 120(5)(b) or 122.
Notes
The information required by paragraph (f)(i) must show separately the number of shares issued for cash and the number of shares issued as fully or partly paid up for a consideration other than cash.
The information required under paragraph (i) need relate only to persons who have become shareholders or who have ceased to be shareholders since the date of an annual return filed under this Act for one of the 2 preceding years if that annual return contained the information required by that paragraph.
Notes
Schedule 4 paragraph (g): amended, on , by section 24(1) of the Companies Amendment Act 2014 (2014 No 46).
Schedule 4 paragraph (ga): replaced, on , by section 37(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 4 paragraph (gb): inserted, on , by section 24(2) of the Companies Amendment Act 2014 (2014 No 46).
Schedule 4 paragraph (h): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
Schedule 4 paragraph (i): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
Schedule 4 paragraph (i)(ii)(B): replaced, on , by section 12(1) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (i)(ii)(C): repealed, on , by section 12(1) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (i)(ii)(D): repealed, on , by section 12(1) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (i)(iv)(B): replaced, on , by section 12(2) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (i)(iv)(C): repealed, on , by section 12(2) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (i)(iv)(D): repealed, on , by section 12(2) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (j): amended, on , by section 43(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
Schedule 4 paragraph (j): amended, on , by section 10(2) of the Takeovers Amendment Act 2012 (2012 No 68).
Schedule 4 paragraph (j): amended, on , by section 20 of the Takeovers Amendment Act 2010 (2010 No 88).
Schedule 4 paragraph (j)(ii): replaced, on , by section 12(3) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (j)(iii): repealed, on , by section 12(3) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (j)(iv): repealed, on , by section 12(3) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 paragraph (ja): inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
Schedule 4 paragraph (jb): inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
Schedule 4 paragraph (jc): inserted, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).
Schedule 4 paragraph (k): replaced, on , by section 43(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
Schedule 4 paragraph (ka): inserted, on , by section 43(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).
Schedule 4 paragraph (l): replaced, on , by section 37(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 4 paragraph (m): repealed, on , by section 12(4) of the Companies Amendment Act 2013 (2013 No 111).
Schedule 4 notes: amended, on , by section 10(3) of the Takeovers Amendment Act 2012 (2012 No 68).
