New Zealand Directors living in Australia

August 27, 2015

in Corporate & Business

Corporate & BusinessThe Companies Amendment Act 2014 (“Act”) recently made significant changes to the compliance requirements for directors. Many of those requirements have already been implemented. The third and final date of implementation is the 28th of October 2015. On this date, all New Zealand companies must have a director who lives in New Zealand or Australia. A director of a New Zealand company that lives in Australia must also be a director of an Australian company.

It has been brought to our attention that some New Zealand directors residing in Australia have been advised that these new legal obligations to comply with the Act can be satisfied if they were to also become directors of Australian shell companies, sometimes also referred to as shelf companies, but they were never advised of their new legal obligations with respect to that Australian shell company.

Furthermore, we have also come across situations where people living in New Zealand have been approached to become an independent or nominee director and are told that they have no legal liability. However, a person that has been named as a director of a New Zealand company is subject to the same level of scrutiny with respect to their duties and responsibilities as any other New Zealand director. Directors have fiduciary duties to the stakeholders of the company, such as the shareholders, investors, and creditors of that company, on top of other legal duties such as compliance and reporting.

Recent statistics suggest that around 5,000 New Zealand companies do not currently have a director who lives in Australia or New Zealand. These companies will have until the 28th of October 2015 to find a director that either lives in New Zealand or an Australian company director living in Australia.

If you require any advice or further information on the matters dealt with in this publication please contact the lawyer at Farry and Co. who normally advises you, or alternatively contact:

Steven Lee
09 379 0055 or 03 477 8870


The information contained in this publication is intended as a guide only. It does not constitute legal advice and should not be relied upon as such. Professional advice should be sought before applying any of the information to particular circumstances. While every reasonable care has been taken in the preparation of this publication, Farry and Co. does not accept liability for any errors it may contain.

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