In this outline, provided by the Companies Office, the Registrar of Companies, Mandy McDonald, discusses implementation of the Companies Amendment Act 2014 and the impact this has on the integrity of the Companies Register. Mandy also touches on the progress for the final year of the Disclose Register transition, and invites submissions on the exposure draft of the Incorporated Societies Bill.
Mandy, can you give us an update on the implementation of the Companies Amendment Act 2014?
In December 2015, 2,433 companies were removed from the Companies Register as a result of not meeting the essential requirement of having at least one director who must "live in New Zealand" (or in Australia if they are also a director of a company registered in that country).
I'm looking closely at how companies are complying with the rules requiring them to provide date and place of birth for all directors, and ultimate holding company information. As at February 2016 54% of companies had supplied directors' dates of birth, and just over 16,500 companies had indicated they have an ultimate holding company, through their annual return. I'm receiving regular reports to ensure this is tracking as expected.
What challenges have you faced in implementing the Amendment Act?
The resident director rule uses the term "live in New Zealand" which is not defined in the Companies Act. My interpretation of this term has been challenged and this may ultimately be a matter for resolution by the High Court.
What impact is the inclusion of the director's date of birth and place of birth having on the Companies Register?
Having the date and place of birth on our register, while not publically available, helps to verify our information on directors and gives our data even more credibility. We're keeping an eye on the date and place of birth information that is being supplied to the Companies Register and there may be new integrity checks put in place.
This is the final year for offers of financial products and managed investment schemes to transition to the Disclose Register. How is the transition going and do you have any advice for those still needing to register?
We're now over half way through the transition period and many schemes and offers have yet to transition to the Disclose Register. We know many organisations have this well in hand, but those who haven't should start now. Even if issuers and managers aren't ready to register offers and schemes, I strongly recommend they start by setting up their organisation's account on the Disclose Register now.
I understand much of this is new but we're here to help with any questions about the Disclose Register or the registration process. We can be contacted on 0508 377 746 or firstname.lastname@example.org.
There is an opportunity to make a submission on the exposure draft of the Incorporated Societies Bill. How do you expect this to affect incorporated societies?
The Incorporated Societies Act 1908 has been in force for a very long time. There is now an opportunity for incorporated societies and interested parties to be a part of shaping legislation. The Incorporated Societies Act 1908 doesn't cover some important matters like managing conflicts of interest and simple rules to fairly resolve disputes that may arise within a society. I encourage anyone who is interested in making a submission to do so by Thursday, 30 June 2016 to email@example.com. More information can be found on www.mbie.govt.nz/about/our-work/have-your-say.