How to Change Directors and Shareholders in a NZ Company (2026 Guide)

When Do NZ Companies Need to Change Directors or Shareholders?

New Zealand companies need to update their director and shareholder records when a founding director exits, a new investor joins, an employee becomes a shareholder through a share option scheme, or a business partner relationship ends. These changes must be properly documented and notified to the Companies Register within specific timeframes.

Failing to update the register correctly can expose directors to personal liability and creates problems when the company seeks finance, enters into commercial leases, or is eventually sold.

How to Add or Remove a Director

Adding a director requires a board resolution (or written resolution if there are existing directors) consenting to the appointment. The incoming director must sign a Consent to Act as Director form, confirming they meet the eligibility criteria under the Companies Act 1993: they must be at least 18 years old, not be an undischarged bankrupt, and not have been prohibited from acting as a director by a court.

The appointment must be notified to the Companies Register within five working days using the online Companies Office portal at companies.govt.nz. The annual filing fee includes updating director details at no additional cost.

Removing a director follows a similar process. A board resolution records the removal or resignation. If the director is also a shareholder, their share transfer must be handled separately. A company must have at least one director who is ordinarily resident in New Zealand, unless the company is a small overseas company or has appointed an alternative resident director service.

How to Transfer Shares

Share transfers in a NZ private company typically require a share transfer form and must be approved by the board (or by shareholders if the constitution requires it). The Companies Act 1993 default model articles allow the board to decline a transfer without giving reasons, but most modern constitutions specify the conditions.

Key steps for a share transfer are: sign a share transfer agreement between the outgoing and incoming shareholder; pass a board resolution approving the transfer; update the share register; and notify the Companies Register of the new shareholder details. If the departing shareholder is also a director, update both director and shareholder records at the same time.

The register must be updated within five working days of the transfer taking effect.

Valuing Shares Before a Transfer

Private company shares do not have a listed market price. If you are transferring shares as part of a buy-sell arrangement, you will need a valuation method agreed to in the shareholders agreement (if one exists) or negotiated at the time of transfer. Common methods include a multiple of EBITDA, a discounted cash flow approach, or an independent valuation by a chartered accountant or business valuations specialist.

If there is no shareholders agreement, this process can be contentious. This is the most common reason accountants and lawyers recommend that new companies put a shareholders agreement in place before any transfer situation arises.

Tax Implications of Share Transfers

New Zealand does not have a general capital gains tax, but share transfers can still trigger tax obligations in specific circumstances. If the company has significant retained earnings or a land-rich asset base, the transfer may attract income tax under the bright-line property rules or land-rich company provisions. Dividends paid out before a transfer to equalise retained earnings are also taxable income for the recipient shareholder.

Get advice from a chartered accountant before finalising any share transfer where significant value is involved.

Using the Companies Register for Director and Shareholder Updates

All updates to director and shareholder information are made through the Companies Office portal at companies.govt.nz. The company must have a registered Companies Office login tied to the primary director or a solicitor or agent appointed to manage filings. Updates are publicly visible once processed.

Get a Professional Introduction

If you need help managing a director change, share transfer, or related shareholder agreement update, FreshFirms Connect can match you with a local accountant or commercial lawyer. Submit a request and a matched professional will contact you directly.