Knock knock… no one’s there.
When taking liquidation appointments, we regularly find company directors are not where they say they are on the Registrar of Companies. Often the directors addresses are no longer current, or indeed never were correct. We also regularly find companies where all directors are overseas. As liquidators, we are required to investigate the affairs of insolvent entities, this task becomes all the more difficult when we cannot locate the company’s directors or obtain the records.
Parliament has recently updated the regulations pertaining to company’s directors residing offshore. The changes, which came in to force on 1 May 2015 for new companies, mean that for a company to be incorporated in New Zealand it will be required to have at least one director resident in New Zealand. Alternatively the director can be resident of an approved country (currently only Australia) providing they are also a director of a company incorporated in Australia. Existing companies have until 28 October 2015 to ensure they are complaint with these changes, before penalties may apply.
For the purposes of these regulatory changes, residency is not linked with citizenship, you can be a New Zealand citizen living in Thailand, and you will be non-resident for these purposes. It remains to be seen how the Registrar will enforce the regulation, particularly if individuals are prepared to provide false or misleading information.
Additionally, directors when accepting appointments as directors, will be required to provide the Registrar of Companies with their date of birth. This information will not be publicly available
Now is a suitable time to check your company details are correct. We recently arranged for service of a notice on a company. This was served at the company’s registered office/address for service, which the process server noted appeared to be abandoned. Fortunately, in this case, we were able to contact the director by email, and bring the notice to his attention; however that may not always be possible. Given service on a company is affected once the document is delivered to a registered office, inaccurate addresses raise the risk for companies being served documentation such as a statutory demand, and not becoming aware of it until it’s too late.