Updating directors and shareholders in New Zealand is a statutory obligation under the Companies Act 1993. These changes must be filed with the Companies Office so the Companies Register accurately reflects who owns and manages the business.

Whether you are adding a new director, recording a resignation, transferring shares, or updating shareholder details, accuracy and timeliness are critical. Failing to comply can expose your company to fines, reputational harm, and even deregistration.

This guide provides a step-by-step process for updating directors and shareholders, outlines the legal requirements, highlights common mistakes to avoid, and explains how compliance technology can simplify the process.

Why Updating Directors and Shareholders Matters

Both directors and shareholders play critical roles in New Zealand companies:

  • Directors: Govern the company and are legally responsible for compliance with laws and financial obligations.
  • Shareholders: Own the company and provide the capital. Their details establish ownership transparency and protect the interests of creditors and regulators.

Keeping director and shareholder records up to date ensures:

  1. Transparency for stakeholders – Banks, investors, and regulators rely on public records for trust and due diligence.
  2. Legal accountability – Directors remain liable for company obligations until their resignation is formally filed.
  3. Statutory compliance – Changes must be reported within 20 working days. Missing this deadline may result in penalties.

Legal Framework: Companies Act 1993

The Companies Act 1993 governs obligations relating to directors and shareholders.

For Directors:

  • Every company must have at least one New Zealand or Australian-resident director.
  • Director appointments require written consent.
  • All changes (appointment, resignation, removal, or detail updates) must be filed within 20 working days.

For Shareholders:

  • Companies must maintain an internal share register listing shareholder names, shareholdings, and transfer history.
  • Changes in shareholder details (e.g., transfer of shares or updated contact information) must be recorded internally.
  • Significant shareholding changes may also require reporting to the Inland Revenue Department (IRD) for tax purposes.

Penalties:

  • Failing to comply can result in fines up to NZD $10,000.
  • Persistent non-compliance may lead to deregistration.
  • Directors who fail to resign formally remain personally liable for obligations.

Types of Updates That Must Be Filed

Updating Directors in New Zealand

  • Appointment of a new director – requires written consent.
  • Resignation of a director – must be in writing and filed within 20 working days.
  • Removal of a director – requires a shareholder resolution under section 156.
  • Updating director details – changes to name, service address, or residential address.

Updating Shareholders in New Zealand

  • Share transfers – when shares are sold, gifted, or inherited.
  • Allotment of new shares – when the company issues additional shares.
  • Updating shareholder details – names, addresses, or contact information.
  • Restructuring shareholdings – consolidation or division of shares.

Step-by-Step Guide to Updating Directors

Step 1: Gather Documentation

  • Signed consent form (for new directors).
  • Written resignation notice (for resigning directors).
  • Shareholder resolution (for removals).
  • Updated personal details (for corrections).

Step 2: Access the Companies Register

  1. Go to the Companies Register.
  2. Log in with RealMe® credentials.
  3. Select the relevant company.

Step 3: File the Director Change

  • Navigate to “Maintain Company Details” → “Change Directors.”
  • Select the relevant action: appointment, resignation, removal, or detail update.
  • Upload supporting documentation.

Step 4: Confirm and Save

  • Review for accuracy.
  • Submit filing.
  • Save the confirmation receipt.

Step 5: Update Internal Registers

The company’s internal register of directors must be updated in addition to the Companies Office record.

Step-by-Step Guide to Updating Shareholders

Step 1: Prepare Documentation

  • Share transfer form signed by transferor and transferee.
  • Board resolution approving the transfer or allotment.
  • Share certificate (new one issued if necessary).

Step 2: Update Internal Share Register

  • Record the new shareholder or update details.
  • Cancel and reissue share certificates if required.
  • Note the date, number of shares transferred, and price paid (if applicable).

Step 3: Notify the Companies Office (if applicable)

While shareholder updates are primarily internal, significant changes (e.g., allotment of new shares) must be notified through the Companies Register.

Step 4: Notify the Inland Revenue Department (IRD)

If the share transfer impacts ownership or tax liabilities, notify IRD accordingly.

Deadlines and Penalties

  • 20 working days – Filing deadline for director updates.
  • Immediate updates – Share register must be updated as soon as share changes occur.
  • Penalties – Fines up to NZD $10,000, director disqualification, or deregistration.

Common Mistakes and How to Avoid Them

  1. Missing filing deadlines
    • Leads to penalties and liability extension.
    • Solution: Use compliance calendars and reminders.
  2. Incomplete documentation
    • Invalidates filings.
    • Solution: Always collect consents, notices, and resolutions first.
  3. Forgetting internal registers
    • Companies must maintain internal director and shareholder registers.
    • Solution: Update both internal and public records.
  4. Incorrect share transfer records
    • Causes disputes or invalid ownership.
    • Solution: Keep accurate share transfer forms and certificates.
  5. Failure to notify IRD
    • May trigger tax issues.
    • Solution: Inform IRD when shareholding changes affect tax obligations.

Best Practices for Updating Directors and Shareholders

  • Centralize record-keeping: Store consents, resolutions, transfer forms, and share certificates in one secure location.
  • Automate reminders: Track deadlines using compliance software.
  • Audit annually: Ensure internal registers match public filings.
  • Train governance staff: Directors, secretaries, and accountants should understand compliance obligations.
  • Adopt compliance technology: Platforms like Commenda simplify record-keeping, filings, and reminders.

How Commenda Simplifies Compliance

Updating directors and shareholders across multiple jurisdictions can quickly become complex. Commenda helps companies streamline compliance by providing:

  • A single platform to manage global director and shareholder registers.
  • Automated filing reminders to avoid penalties.
  • Document storage for consents, share transfer forms, and resolutions.
  • Compliance calendars across multiple countries.
  • Expert support for complex governance and cross-border filings.

Book a demo with Commenda and see how compliance management becomes easier, faster, and more reliable.

FAQs About Updating Directors and Shareholders in New Zealand

Can a company have only one director in New Zealand?
Yes, but the director must live in New Zealand or Australia.

How soon must director changes be filed?
Within 20 working days of the change.

What happens if a director resigns but the company does not file?
The director remains liable for company obligations until the resignation is recorded.

Are shareholder updates always filed with the Companies Office?
No, most updates are internal. Only allotments or significant changes require filing.

What documents are needed for a share transfer?
A signed share transfer form, a board resolution, and updated share certificates.

Do directors need to be shareholders?
No, directors and shareholders are separate roles.

Can shares be transferred without board approval?
No, most constitutions require board approval for share transfers.

Are director addresses public?
Yes, residential and service addresses are recorded on the Companies Register.

Can a resignation be backdated?
No, it takes effect from the written notice date.

What if the sole resident director moves overseas?
A new New Zealand or Australian resident director must be appointed immediately.

Are there fees for filing director updates?
Most filings are free, but late filings may attract penalties.

Do overseas companies registered in New Zealand have to update directors?
Yes, overseas companies must also maintain accurate local records.

How often should shareholder registers be reviewed?
At least annually, or whenever there are share transactions.

Can minors be directors or shareholders?
Directors must be at least 18. Minors can hold shares unless restricted by the constitution.

What happens if the company fails to maintain an internal share register?
The company is in breach of the Companies Act and risks penalties.

How long must records be kept?
Director and shareholder registers must be maintained for the life of the company.