Filing Requirements For A Local Subsidiary Company

Any company incorporated in New Zealand (ie a local subsidiary company) is required to undertake the following filing and ongoing annual compliance requirements:

(a) filing an annual return with the Companies Office confirming certain company particulars (including the registered office, directors, ultimate holding company (if any), and shareholders of the company);

(b) holding an annual meeting of the company’s shareholders (or passing a written shareholders’ resolution in lieu of holding a meeting); and

(c) preparing and having audited annual financial statements that comply with generally accepted accounting practice as recognised in New Zealand if the company is (I) an “FMC Reporting Entity”; (II) a “large” company; (III) a company with 10 or more shareholders that has not “opted out” of compliance; or (IV) a company with fewer than 10 shareholders that has “opted in” to compliance. The annual financial statements must also be filed with the Companies Office within 5 months after the balance date if the entity in question is an “FMC Reporting Entity” or within 4 months after the balance date if the entity is a “large” company with 25% or more overseas ownership.

An “FMC Reporting Entity” includes issuers of regulated products (including financial products), all registered banks, buildings societies, credit unions, and certain entities licensed by the Financial Markets Authority. However, companies issuing voting shares in themselves that have fewer than 50 shareholders or 50 share parcels are excluded from this definition.

A company that has 25% or more overseas ownership must prepare, have audited and file annual financial statements with the Companies Office if it is “large”. Such company will be “large” if one of the following applies:

(a) as at the balance date of each of the two preceding accounting periods, the total assets of the company and its subsidiaries (if any) exceed NZ$20 million; or

(b) in each of the two preceding accounting periods, the total revenue of the company and its subsidiaries (if any) exceeds NZ$10 million.

Any auditor who audits the financial statements of an FMC Reporting Entity is required to hold a licence issued by (or, in the case of audit firms, be registered with) the Financial Markets Authority. Auditors of other companies required to prepare financial statements must be “qualified” auditors (as defined in the Financial Reporting Act 2013).

It is not necessary to prepare separate “parent company” financial statements, as well as “group” financial statements. If a company has one or more subsidiaries, then it is sufficient to only prepare financial statements in respect of the company’s corporate group.

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