Corporate regulation in New Zealand

Corporate Regulation

The Companies Act 1993 forms the core of the corporate regulatory system. It provides for:

• the registration of companies
• rules for directors and officers, shareholders or members
• disclosure and reporting requirements
• restructuring rules
• insolvency rules
• investigation and enforcement of the law
• the removal of companies from the register.

The Companies Act excludes:

• personal insolvency and the personal properties securities regime for individuals, which is covered by the consumer and commercial regulatory system
• financial reporting by financial market participants, which is covered by the financial markets regulatory system.

Agencies involved in corporate regulation

Agencies within the Ministry of Business, Innovation and Employment​ (MBIE) hold the main responsibility for corporate regulation.

The Companies Office

The Companies Office maintains corporate registers which enable:

• registration of a company, its directors, officers, shareholders and members
• disclosure and reporting duties
• restructuring or amalgamation of companies
• dissolution, termination or removal of companies from the Companies Register.

Ministry of Business, Innovation and Employment (MBIE)

MBIE is responsible for policy and legislation about corporate regulation.

Contact MBIE for information about any proposed changes to the law or policy.

Insolvency and Trustee Services (ITS)

The New Zealand Insolvency and Trustee Service (ITS) is a business unit of the Ministry of Business, Innovation and Employment. ITS is also called the Official Assignee’s Office. The Official Assignee administers all bankruptcies, No Asset Procedures, Summary Instalment Orders and some liquidations.

The role of other agencies in corporate governance

We cooperate with other government agencies to support good corporate governance.

Financial Markets Authority (FMA)

The FMA is the agency responsible for enforcing securities, financial reporting and company law as they apply to financial services and securities markets. The Companies Office works closely with the FMA to assist businesses and capital market participants to meet their compliance obligations and ensure enforcement action is taken by the relevant agency when necessary.

Contact the FMA to:

• register as a licensed financial service provider or update registration details
• notify them of misconduct of a licensed financial service provider
• advise them of illegal investment offers and schemes, and unregistered providers
• tell them about unfair dealing or misleading advertising about investments.

Charities Services

Charities Services, Ngā Rātonga Kaupapa Atawhai is part of the Department of Internal Affairs, and administers the Charities Act 2005. Charities Services manages the registration and monitoring of charities.

Inland Revenue

Inland Revenue collects tax for the New Zealand Government. The tax Inland Revenue collects makes up over 80 per cent of the money the government uses to pay for services that all New Zealanders benefit from, including healthcare, education and policing. It also collects and distributes social support payments and gives policy advice to the Government.

New Zealand Stock Exchange (NZX)

The NZX provides high quality information, data and tools to support business decision making. They build and operate capital, risk and commodity markets and the infrastructure required to support them. They strive to make a meaningful difference to wealth creation for their shareholders, and the individuals, businesses and economies in which they operate.

Takeovers Panel

The Takeovers Panel is an independent Crown entity which enforces compliance with the Takeovers Code. The Takeovers Code ensures shareholders in NZX-listed or other widely-held companies are well informed and can participate in changes of control in their company. The Code sets out the procedures and requirements which must be followed to meet these obligations to shareholders.

Department of Internal Affairs (DIA)

DIA serves and connects people, communities and government to build a safe, prosperous and respected nation. Their role in the corporate regulatory regime includes:

• enforce the law on anti-spam, anti-money laundering and countering financing of terrorism
• support charities
• support local government
• link ethnic communities with government
• lead government's ICT strategy.

Reserve Bank

The Reserve Bank manages monetary policy to maintain price stability, promotes the maintenance of a sound and efficient financial system, and supplies New Zealand banknotes and coins.

Serious Fraud Office (SFO)

The SFO investigates and prosecutes serious or complex financial crime, including bribery and corruption. Priority cases focus on:

• multi-victim investment fraud
• fraud involving those in important positions of trust (e.g. lawyers)
• bribery and corruption
• significant potential damage to New Zealand’s reputation for fair and free financial markets.