Companies And Limited Partnership Changes

Changes have been introduced which affect companies and limited partnerships. These changes are intended to help prevent the misuse of our registers and improve the integrity of the information held on the registers.

How do the changes affect me?

More information will be held by the Registrar of Companies about companies and limited partnerships. New companies seeking to incorporate and new partnerships seeking registration will have to provide more information than in the past. Existing companies and limited partnerships will have to supply certain information that is now required on making changes or on filing an annual return.

Companies and partnerships will also need to satisfy new requirements around residency.

Companies have until 28 October 2015 to comply whereas limited partnerships must already be compliant.

For companies

Changes introduced under the Companies Amendment Act 2014 require:

all directors to provide their date and place of birth (town/city and country)
all New Zealand incorporated companies to have a director who:
– lives in New Zealand or

– lives in Australia and who is also a director of an Australian incorporated company

all companies to supply their ultimate holding company details (if applicable)

For limited partnerships

Changes introduced under the Limited Partnerships Amendment Act 2014 require:

all general and limited partners to provide their place of birth (town/city and country), in addition to their date of birth (which is already required information)
all New Zealand Limited Partnerships to have at least one general partner that is:
– an individual living in New Zealand or an individual living in Australia and who is also a director of an Australian incorporated company or

– a limited partnership that has at least one general partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia or

– a partnership governed by the Partnerships Act 1908 that has at least one partner who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia

– a New Zealand company registered under the Companies Act 1993

– an overseas company registered under the Companies Act 1993 that has at least one director who lives in New Zealand, or who lives in Australia and is a director of a company incorporated in Australia

What’s an ultimate holding company?

An ultimate holding company (UHC) is a body corporate which controls a registered company, whether through shareholding or other means; for example, by controlling the makeup of a company’s board of directors. It is a body corporate that has ultimate control of a registered company, and is not itself a subsidiary of any other body corporate.

If a company or a general partner which is a company has a UHC, it must provide:

the name of the ultimate holding company
the ultimate holding company’s country of registration
the ultimate holding company’s registration number or code (if any)
the registered office of the ultimate holding company

If you are not sure whether you have an ultimate holding company, contact us.

Is this information kept confidential?

Information about company directors’ date and place of birth will not be publicly available. Information about place of birth for general and limited partners will not be publicly available.

Information may be given by the Registrar to other Government agencies, both in New Zealand and internationally.

Our recommendation

Please supply the information as requested so that we can upload this information to the Companies Office.

If you have any questions about how the changes affect you, please contact us.