How we enforce the law

The action we can take against companies and directors

While we aim to make it easy for our customers to comply with their legal obligations, if you don't comply we take action that can sometimes result in prosecution.

Enforcement action we can take

When there is a breach of the law, we can:

  • give a formal warning
  • issue an infringement notice
  • suspend or cancel the registration of a company or an individual
  • prohibit or disqualify a director from managing companies.

If a breach is serious we can prosecute the company or an individual. Some breaches of the law carry heavy penalties.

Our enforcement approach

Our enforcement policy guidelines

Common breaches that result in prosecution

Most prosecutions arise because:

  • the company doesn't keep the documents and records they have to
  • a director or other person provides false information or makes a false statement to us
  • directors fail to provide company records or conceal company records from the liquidator when their company fails
  • a director or manager acts for the company while they're disqualified or prohibited
  • the company carries on business with the intention to defraud creditors
  • a director fraudulently takes or uses company property for their own benefit
  • a director acts as a director or manager of a phoenix company.

We take action under several acts, including:

  • Companies Act 1993
  • Financial Reporting Act 2013
  • Receivership Act 1993
  • some offences under the Crimes Act 1961.

Legislation New Zealand New Zealand Legislation

Publishing convictions

We publish successful convictions. The information includes:

  • the name of the person
  • the reason they were prosecuted and the section of the Act they breached
  • any sentence they received, or fines and costs they must pay.

Convictions

Directors who fail to meet their obligations

The Registrar of Companies has the power to issue a prohibition order against a company director. The New Zealand Companies Office administers prohibition following mismanagement, and prohibition following conviction.

The length of your ban depends on which section of the Companies Act 1993 you’re prohibited under, up to a maximum of 10 years. If you’re convicted of breaching a prohibition order, you can be imprisoned for up to 5 years or fined up to NZ$200,000.

Banned directors

Penalties for not filing financial statements

Not all companies have to register financial statements.

Who needs to submit financial statements

If your company fails to register audited financial statements, the Companies Office can issue a $7000 fine to each director of the company.

Financial reporting fees and penalties

If you suspect illegal activity

If you think a company or its directors have acted illegally, you can report this to us using our online form.

Make a complaint

Reporting a director

All help topics

Before you start a company 5 guides

Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.

Starting a company 11 guides

You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.

Keeping company details up to date 13 guides

Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.

See all 13 guides for Keeping company details up to date

Shares and shareholders 7 guides

When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.

Company directors 7 guides

Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.​

Filing annual returns 8 guides

Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.

Complying with the law 11 guides

Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.

Financial reporting 7 guides

​Some large New Zealand and overseas companies, and all FMC reporting entities must submit audited annual financial statements to the Companies Office.

Managing an overseas company in New Zealand 11 guides

Before they can carry out some business activities, companies incorporated in other countries, including Australia, must register with the Companies Office and then keep their company details up to date.

Closing a company 11 guides

When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.

Restoring a company to the register 4 guides

Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.

When your company fails 9 guides

Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.

Managing your online account 8 guides

Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.

Getting support to use the Companies Register 8 guides

Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.