Who needs to submit financial statements

Financial reporting for New Zealand companies

If you are a New Zealand company that meets the definition of a ‘large’ company, you must file financial statements with us. You must also file group financial statements if your company has 1 or more subsidiaries as of your balance date.

Definition of a ‘large’ New Zealand company

A New Zealand company that is a subsidiary of a body corporate incorporated outside New Zealand is large if at least 1 of the following applies:

• At the balance date for each of the 2 preceding accounting periods, the total assets of the company and its subsidiaries was more than NZ$22 million.
• In each of the 2 preceding accounting periods, the total revenue of the company and its subsidiaries was more than NZ$11 million.
• At the balance date of the accounting period, the company has 1 or more subsidiaries that are large in respect of that accounting period.

A New Zealand company with 25% or more of its voting shares held overseas is large if at least 1 of the following applies:

• At the balance date for each of the 2 preceding accounting periods, the total assets of the company and its subsidiaries was more than NZ$66 million.
• In each of the 2 preceding accounting periods, the total revenue of the company and its subsidiaries was more than NZ$33 million.
• At the balance date of the accounting period, the company has 1 or more subsidiaries that are large in respect of that accounting period.

This includes any New Zealand company with 25% or more of its voting shares held by:

• a subsidiary of a body corporate incorporated outside New Zealand, or
• a person who is not ordinarily resident in New Zealand.

New Zealand companies registered in Australia

New Zealand companies registered with the Australian Securities and Investments Commission (ASIC) file their financial statements with ASIC each year.

Overseas companies

If you are an overseas company registered in New Zealand that meets the definition of a ‘large’ company, you must file financial statements with us. You must also file group financial statements if your company has 1 or more subsidiaries as of your balance date.

Definition of a ‘large’ overseas company

An overseas company is large if at least 1 of the following applies:

• At the balance date for each of the 2 preceding accounting periods, the total assets of the company and its subsidiaries was more than NZ$22 million.
• In each of the 2 preceding accounting periods, the total revenue of the company and its subsidiaries was more than NZ$11 million.
• At the balance date of the accounting period, the company has 1 or more subsidiaries that are large in respect of that accounting period.

If an overseas company has a large New Zealand business, separate financial statements for the business must be included.

FMC reporting entities

The financial reporting obligations of FMC reporting entities, including issuers, are regulated by the Financial Markets Authority.

All NZ and overseas Financial Markets Conduct (FMC) reporting entities (such as credit unions and building societies) must lodge audited financial statements each year. 

If your company is not trading

Your large company can apply for an exemption from filing a financial statement if, during an NZ accounting period it:

• has not received any income
• has no expenses
• has not disposed of any assets, and
• at the end of the accounting period, has no subsidiaries or all of its subsidiaries are inactive.

To apply for an exemption as an inactive entity you must send an inactive declaration to the Companies Office:

• within 5 months of your balance date, and
• using wording from the Schedule to the Financial Reporting Regulations 2015.

The declaration must be:

• signed by 2 directors (or if the company has only 1 director, by that director), and
• declared before a person authorised under the Oaths and Declarations Act 1957, depending on whether the declaration is made in NZ, a Commonwealth country or a non-Commonwealth country.

Declarations must be sent using our 'Lodge other documents' service.

If your company is no longer large or an FMC reporting entity

If you believe your company is no longer large, or is no longer an FMC reporting entity, you can send an email to fra@companies.govt.nz to let us know. Please include your reasons or an explanation to show this is the case.

Once we have reviewed the information provided and updated our records, we will email you with our confirmation.

Other exemptions

The Financial Markets Authority (FMA) has the power to grant financial reporting exemptions. For the latest information about this, visit the FMA website.

When financial statements are due

Financial statements must be filed or lodged no later than:

• 4 months from the balance date for FMC reporting entities, and
• 5 months from the balance date for large companies.

If your company or entity changes its balance month, a separate application must be made to Inland Revenue and, when approved, notified to us for timing to be adjusted.

Preparing financial statements

To be accepted by the Companies Office, your financial statements must comply with generally accepted accounting practice and be audited by a qualified auditor.

• For an FMC reporting entity, this means a licensed auditor or a registered audit firm.
• For an FMC reporting entity that is a public entity under the Public Audit Act 2001, this means the Auditor-General, or a person who may act as an auditor under that Act.

Fees and penalties

You must pay a fee when you file or lodge your financial statements, and a late fee can also be charged if your financial statements become overdue.

How to submit your financial statements

Financial statements are either filed online, or lodged in paper form, as hard copies, depending on whether you are a large company or an FMC reporting entity.

Last updated 29 October 2025

Other guides in

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• Reporting to the Companies Office
• Company meetings
• What it means to be a director
• Banned directors
• What it means to be a shareholder
• How we enforce the law
• Making a complaint

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