Running a company in New Zealand comes with legal obligations under the Companies Act 1993. As a director, you are personally responsible for ensuring these are met. Failure to comply can result in fines and personal liability.
Key director duties
The Companies Act sets out fundamental duties that every director must meet. These are not optional - they are legal requirements.
Directors must act in good faith and in what they believe to be the best interests of the company - not their own interests or those of third parties.
Directors must exercise their powers for the purposes for which they were conferred. Using company powers for personal benefit or to harm the company is a breach.
Exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances. You must stay informed about the company's affairs.
Must not cause or allow the business to be carried on in a manner likely to create a substantial risk of serious loss to creditors. This is critical when a company is in financial difficulty.
Must not agree to the company incurring an obligation unless they believe on reasonable grounds that the company will be able to perform it when required.
Personal liability: Breach of these duties can result in personal liability. Directors can be required to compensate the company for losses caused by their breach, and in serious cases, face criminal prosecution.
Annual requirements
Companies must meet these requirements each year. Missing deadlines can result in penalties and, in extreme cases, removal from the register.
- Annual return - file with the Companies Office each year confirming company details are correct
- Financial statements - prepare accounts (audit required for larger companies)
- Tax returns - company income tax return (IR4), plus GST returns if registered
- Annual meeting - hold a shareholder meeting (can be waived by unanimous resolution for small companies)
Records to maintain
Companies must maintain certain records and make them available for inspection. These records protect both the company and its shareholders.
Current list of all shareholders, their addresses, and shareholdings. Must be kept up to date when shares are transferred.
Records of all board and shareholder meetings, including resolutions passed. These provide evidence of proper decision-making.
Record of directors' interests and any conflicts of interest. Directors must disclose interests in transactions.
If your company has a constitution, keep a current copy along with any amendments.
Records sufficient to show and explain the company's financial position and transactions. Must be kept for at least seven years.
What we do at this stage
We can help you set up proper governance systems from the start. We prepare minute books, resolutions, and can advise on director duties and compliance. Many clients engage us for annual governance reviews to ensure everything stays in order.