Who needs to submit financial statements
Which companies and entities must comply
Some large New Zealand, and all large overseas companies, must file annual audited financial statements under the Companies Act 1993. All Financial Markets Conduct (FMC) reporting entities must lodge annual audited financial statements under the Financial Markets Conduct Act 2013.
Financial reporting for NZ companies
An NZ company that is a subsidiary of a body corporate incorporated outside NZ must file audited financial statements if, at the balance date for the 2 preceding accounting periods, at least 1 of the following applies:
- the total assets for the company and its subsidiaries were more than NZ$22 million,
- the total revenue was more than NZ$11 million.
Group financial statements must be filed for companies that, at the balance date, have 1 or more subsidiaries.
An NZ company with 25 per cent or more of its voting shares held overseas, must file audited financial statements if, at the balance date for the 2 preceding accounting periods, at least 1 of the following applies:
- the total assets for the company and its subsidiaries were more than NZ$66 million,
- the total revenue was more than NZ$33 million.
This includes any NZ company with 25 per cent or more of its voting shares held by:
- a subsidiary of a body corporate incorporated outside NZ, or
- a person who is not ordinarily resident in NZ.
NZ companies registered in Australia
NZ companies registered with the Australian Securities and Investments Commission (ASIC) file their financial statements with ASIC each year.
Overseas companies
An overseas company must file audited financial statements if, at the balance date for the 2 preceding accounting periods, at least 1 of the following applies:
- the total assets for the company and its subsidiaries were more than NZ$22 million
- the total revenue was more than NZ$11 million.
Group financial statements must be filed for every overseas company that at its balance date has 1 or more subsidiaries.
If a company has a large NZ 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 isn't trading
Your large company can apply for an exemption from filing a financial statement if, during an NZ accounting period it:
- hasn't received any income
- has no expenses
- hasn't 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're a large company or an FMC reporting entity.