All companies registered in New Zealand will soon be required to have one director who either: Lives in New Zealand, or lives in an enforcement country and is a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country.
Enforcement countries are yet to be named in regulations. We anticipate Australia will be an enforcement country.
Companies registered from 1 May 2015 will be required to meet this requirement on registration.
Companies registered before 1 May 2015 which do not already comply have until 28 October 2015 to appoint a director who does comply and to notify the Registrar of Companies.
If your company does not meet this requirement by the relevant date, the Registrar will have grounds to commence removal of your company from the Register.
The Commerce Select Committee commented that the purpose of requiring at least one director to live in New Zealand is for the Registrar to have someone to question and in certain circumstances hold to account.
What it means for a director to live in New Zealand is not yet clear. The Committee commented that it would be a “broad, practical, non-technical test”. It may not be essential for the director to be a New Zealand citizen or to hold an appropriate visa, however residency status will be relevant. Meeting the test will likely mean that the director is resident for tax purposes in New Zealand.
Watch this space for further updates regarding enforcement countries and the interpretation of “living in New Zealand”.
Please contact to find out how this change to the Companies Act 1993 affects your company and what you need to do now to ensure you comply in time.