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.
The Financial Reporting (Inflation Adjustments) Regulations 2021 that came into force on 1 January 2022 amended the definition of large New Zealand and all large overseas companies under Section 45 of the Financial Reporting Act 2013 (FRA). Large New Zealand companies under the amended Section 45 of the FRA are defined below.
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:
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:
This includes any NZ company with 25 per cent or more of its voting shares held by:
NZ companies registered with the Australian Securities and Investments Commission (ASIC) file their financial statements with ASIC each year.
The Financial Reporting (Inflation Adjustments) Regulations 2021 that came into force on 1 January 2022 amended the definition of large New Zealand and all large overseas companies under Section 45 of the Financial Reporting Act 2013 (FRA). Large overseas companies under the amended Section 45 of the FRA are defined below.
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:
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.
An overseas company means a body corporate that is incorporated outside NZ. The term is defined in Section 6 of the Financial Markets Conduct Act 2013 by reference to Section 2 of the Companies Act 1993. There is also a definition of large overseas company in Section 198 of the Companies Act 1993.
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.
Your large company can apply for an exemption from filing a financial statement if, during an NZ accounting period it:
To apply for an exemption as an inactive entity you must send an inactive declaration to the Companies Office:
The declaration must be:
Declarations must be sent using our Lodge other documents service.
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.
The Financial Markets Authority (FMA) has the power to grant financial reporting exemptions. For the latest information about this, visit the FMA website.
Financial statements must be filed or lodged no later than:
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.
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.
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.
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.