NZ Company Director Obligations: What You Must Do After Incorporation (2026)

Director Duties Under the Companies Act 1993

When you register an NZ company and become a director, you immediately assume a set of legal duties under the Companies Act 1993. These are not suggestions — breaching them can result in personal liability even if the company is a separate legal entity.

The Seven Core Duties

1. Act in good faith and in the best interests of the company (Section 131) — Your primary loyalty is to the company as a whole, not to yourself or any single shareholder. Decisions should be made honestly and with the company’s long-term interests in mind.
2. Exercise the care and diligence of a reasonable director (Section 137) — You are expected to attend to the company’s affairs, read financial statements, and seek professional advice when you lack expertise. Ignorance is not a defence.
3. Act within your powers (Section 133) — You can only do what the Companies Act and the company’s constitution permit. If no constitution exists, the Act’s default rules apply.
4. Do not act in a manner that creates serious loss of value (Section 135) — Trading while insolvent is prohibited. You must call a halt if the company cannot pay its debts as they fall due. The consequences of insolvent trading include personal liability for company debts.
5. Do not agree to obligations the company cannot fulfil (Section 136) — Before the company incurs a debt or obligation, you must have reasonable grounds to believe it can perform that obligation.
6. Disclose conflicts of interest (Section 140) — If you have a personal interest in a matter the board is deciding — a contract with a company you own, for example — you must disclose that interest in writing before the board meeting.
7. Do not misuse company information (Section 145) — Information you receive as a director because of your role cannot be used for personal gain or to disadvantage the company.

Annual Obligations

Annual Return

Every NZ company must file an Annual Return with the Companies Register each year. The return is due in the same month as the company’s incorporation month. The filing fee is NZ$45.74 (online) or NZ$63.95 (paper). Failure to file results in late fees and eventually removal from the register.

Financial Records

Directors must ensure the company keeps proper financial records that “correctly record and explain” transactions for at least 7 years. For small companies with fewer than 25 shareholders and turnover under NZ$1 million, financial statements can be internal — but they must exist and be accurate.

Shareholder Communications

Shareholders must be given the opportunity to inspect the company’s financial statements at least 20 working days before the Annual Meeting (if the company holds one). For single-director, single-shareholder companies this is largely administrative, but multi-shareholder companies must follow the process precisely.

Registered Office Requirements

Every NZ company must have a registered office in New Zealand at all times. The office address is public. You can use a registered office service provider (accountant, solicitor, virtual office) to avoid listing your home address. Changes must be notified to the Companies Register within 5 working days.

Director Register

A list of current and past directors must be kept. All director appointments and resignations must be filed with the Companies Register. Directors must provide their residential address (this can be kept private on the register under certain conditions under the Companies Act 1993 Part 2 privacy provisions).

IRD Obligations from Day One

• IRD number — Register the company with IRD within 8 weeks of starting to trade
• GST registration — Compulsory when taxable turnover exceeds NZ$60,000; voluntary registration available from day one if it benefits your cash flow
• PAYE and KiwiSaver — Register as an employer before the first pay run if you employ staff
• Provisional tax — Payable once annual tax liability exceeds NZ$5,000; the standard method is based on prior year residual income tax

Common Mistakes New Directors Make

• Mixing personal and company bank accounts, which makes it impossible to prove the company is a separate entity in a dispute
• Continuing to trade after it becomes clear the company cannot pay its debts (insolvent trading liability)
• Failing to file the Annual Return on time (NZ$43.10 per month late fee)
• Not disclosing a conflict of interest before voting on a contract involving a related party
• Using the company account to pay personal expenses without documenting them as a shareholder loan or director salary

Getting Professional Help

Most new NZ company directors work with an accountant or business advisor to set up their financial systems in the first 90 days. An accountant can help with IRD registration, GST, PAYE setup, provisional tax elections and the first year-end accounts. A lawyer is advisable if the company has multiple shareholders (a shareholders’ agreement is strongly recommended even for two-person companies).

FreshFirms connects newly incorporated NZ companies with the accountants, advisors and service providers who can help them meet these obligations from day one. If you are a professional who works with new businesses, start a free trial to see this week’s newly incorporated companies in your region.