Filing Requirements For a New Zealand Branch of and Overseas Entity

An overseas company carrying on business in New Zealand must file:


(a) an annual return to the Companies Office confirming certain company particulars; and


(b) prepare, have audited and file annual financial statements with the Companies Office if it qualifies as an “FMC Reporting Entity”, or is a “large” overseas company.

An overseas 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.

The financial statements of an overseas company must be audited by a “qualified auditor” and comply with generally accepted accounting practice as recognised in New Zealand. An overseas company may file financial statements prepared in accordance with the financial reporting requirements of the overseas company’s country of incorporation if the Companies Office is satisfied that:


(a) the financial statements comply with the requirements of the law in force in the country where the overseas company is incorporated; and


(b) those requirements are substantially the same as those in New Zealand.

The same exception can apply to audit and assurance standards (ie where the Companies Office is satisfied that the auditing and assurance standards of the overseas company’s country of incorporation are substantially the same as, or sufficiently equivalent to, those in force in New Zealand).

As with New Zealand companies, overseas companies do not need to prepare separate “parent” financial statements if “group” financial statements have been prepared in respect of the corporate group. However, regardless of whether parent or group financial statements are prepared, the financial statements must include specific statements prepared in respect of the overseas company’s (or group’s) New Zealand business if that business is “large” (calculated as if that business were an entity, applying the same thresholds as set out above for overseas companies), as if that business were conducted by a company or group of companies formed and registered in New Zealand.

Overseas companies can also seek specific exemptions from New Zealand’s financial reporting requirements, which may be issued by the Companies Office from time to time. The tax rules applicable to overseas companies which operate a branch in New Zealand are explained in section 7 of this guide.

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