Financial Reporting Act 2013

External Reporting Board, standards, and provisions that apply to other enactments - Meaning of large and specified not-for-profit entity

45: Meaning of large

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"What it means for a company to be considered "large" in New Zealand law"

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When a law refers to a company being "large", it means the company has a lot of assets or makes a lot of money. You are considered large if your company and its subsidiaries have more than $66 million in assets or make more than $33 million in a year. This applies to two years in a row.

If you are an overseas company, you are considered large if your company and its subsidiaries have more than $22 million in assets or make more than $11 million in a year. This also applies to two years in a row.

You can also be considered large if you have a subsidiary that is large. But if your company is not doing anything and does not have any income or expenses, you might not be considered large. You must tell the Registrar that your company is not doing anything within five months of the end of the accounting period.

Some costs, like bank charges, are not counted when determining if your company is inactive. You can find more information about the Financial Reporting (Inflation Adjustments) Regulations 2021 and the Regulatory Systems (Economic Development) Amendment Act 2025 online.

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Part 2External Reporting Board, standards, and provisions that apply to other enactments
Meaning of large and specified not-for-profit entity

45Meaning of large

  1. For the purposes of an enactment that refers to this section, an entity (other than an overseas company or a subsidiary of an overseas company) is large in respect of an accounting period if at least 1 of the following paragraphs applies:

  2. as at the balance date of each of the 2 preceding accounting periods, the total assets of the entity and its subsidiaries (if any) exceed $66 million:
    1. in each of the 2 preceding accounting periods, the total revenue of the entity and its subsidiaries (if any) exceeds $33 million.
      1. Example

        ABC Limited has an accounting period of 1 April 2014 to 31 March 2015.

        The balance dates of the 2 preceding periods are 31 March 2013 and 31 March 2014. As at 31 March 2013, ABC Limited and its subsidiaries had total assets of $50 million. As at 31 March 2014, those total assets were $55 million.

        During the period 1 April 2012 to 31 March 2013, ABC Limited and its subsidiaries had total revenue of $25 million. During the period 1 April 2013 to 31 March 2014, that total revenue was $35 million. Given that the $33 million threshold in paragraph (b) is crossed in only 1 of those preceding periods, paragraph (b) is not satisfied.

        ABC Limited is not a large company in relation to the accounting period of 1 April 2014 to 31 March 2015.

      2. For the purposes of an enactment that refers to this section, an overseas company or a subsidiary of an overseas company is large in respect of an accounting period if at least 1 of the following paragraphs applies:

      3. as at the balance date of each of the 2 preceding accounting periods, the total assets of the entity and its subsidiaries (if any) exceed $22 million:
        1. in each of the 2 preceding accounting periods, the total revenue of the entity and its subsidiaries (if any) exceeds $11 million.
          1. In addition,—

          2. an entity (other than an overseas company or a subsidiary of an overseas company) is large in respect of an accounting period if the entity has, on the balance date of the period, 1 or more subsidiaries that are large in respect of that accounting period under subsection (1):
            1. an overseas company or a subsidiary of an overseas company is large in respect of an accounting period if the entity has, on the balance date of the period, 1 or more subsidiaries that are large in respect of that accounting period under subsection (2).
              1. Despite subsections (1) to (2A), an entity is not large in respect of an accounting period (period A) if—

              2. the entity was an inactive entity in respect of period A; and
                1. the entity, within 5 months after the end of period A, delivers to the Registrar a declaration, in the prescribed form, stating that it was an inactive entity in respect of period A.
                  1. In subsection (3), an entity is an inactive entity in respect of an accounting period if,—

                  2. during that period, the entity—
                    1. has not derived, or been deemed to have derived, any income; and
                      1. has no expenses; and
                        1. has not disposed of, or been deemed to have disposed of, any assets; and
                        2. at the end of that period, the entity has no subsidiaries or all of its subsidiaries are inactive entities in respect of that period.
                          1. In determining whether an entity is an inactive entity, no account may be taken of any—

                          2. statutory company filing fees or associated accounting or other costs; or
                            1. bank charges or other minimal administration costs totalling not more than $50 in the accounting period; or
                              1. interest earned on any bank account during the accounting period, to the extent that the total interest does not exceed the total of any charges or costs incurred by the entity to which paragraph (b) applies.
                                Notes
                                • Section 45(1)(a): amended, on , by regulation 4(1) of the Financial Reporting (Inflation Adjustments) Regulations 2021 (LI 2021/307).
                                • Section 45(1)(b): amended, on , by regulation 4(2) of the Financial Reporting (Inflation Adjustments) Regulations 2021 (LI 2021/307).
                                • Section 45(1) example: amended, on , by regulation 4(3) of the Financial Reporting (Inflation Adjustments) Regulations 2021 (LI 2021/307).
                                • Section 45(2)(a): amended, on , by regulation 4(4) of the Financial Reporting (Inflation Adjustments) Regulations 2021 (LI 2021/307).
                                • Section 45(2)(b): amended, on , by regulation 4(5) of the Financial Reporting (Inflation Adjustments) Regulations 2021 (LI 2021/307).
                                • Section 45(2A): inserted, on , by section 108(1) of the Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11).
                                • Section 45(3): replaced, on , by section 10 of the Financial Reporting Amendment Act 2014 (2014 No 64).
                                • Section 45(3): amended, on , by section 108(2) of the Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11).