NZ Companies Office Annual Return: Filing Requirements

The annual return is the New Zealand company’s mandatory yearly check-in with the Registrar of Companies. Under Companies Act 1993 s.214, every company on the New Zealand register must file an annual return in its allocated filing month each year. Failure to file is one of the most common reasons for involuntary deregistration under s.318(1)(b).

What the Annual Return Is

The annual return is not a financial statement. It is a confirmation of the current particulars of the company held on the public register. Under Companies Act 1993 s.214, the return must confirm:

• Registered office address (s.186)
• Address for service (s.187)
• Address for communication (s.187A)
• Director details: full legal name, residential address, date of birth, place of birth (each director)
• Shareholder details: name, address, number and class of shares
• Ultimate holding company information (if any) (s.13(1)(b))
• Annual return filing date

The Registrar uses the annual return to maintain the accuracy of the public register and to meet international AML/CFT reporting obligations.

Companies Office annual return guidance: https://www.companiesoffice.govt.nz/all-of-website-search/?query=annual+return

When the Annual Return Is Due — Filing Month

Each company is allocated a filing month when it is first registered. The filing month is, generally, the month that is 12 months after registration, though the Registrar may stagger filings to manage workflow. Once allocated, the filing month is fixed.

The annual return must be filed at any time during the filing month — the Companies Office sends an email reminder approximately 30 days before, and again early in the filing month.

Example

A company incorporated in March 2024 typically has March as its filing month, with the first annual return due in March 2025 and every subsequent March.

How to File — Companies Office Online

Annual returns are filed online via Companies Office Online Services at https://companies-register.companiesoffice.govt.nz/. The process:

1. Login with RealMe or a Companies Office account.
2. Select the company from the dashboard.
3. Click “File annual return” — only available during the company’s filing month.
4. Review and update each section (registered office, addresses, directors, shareholders, holding company).
5. Pay the fee (currently NZ$49.74 + GST per Companies Office schedule).
6. Submit — confirmation issued immediately.

There is no paper-filing option for annual returns. All filings are digital.

Director Confirmation Requirement

Under Companies Act 1993 s.214(5), the annual return must include a confirmation by at least one director that:

• The company has continued to operate
• The information in the return is correct
• The director is currently authorised to sign

The director’s electronic signature in the online filing satisfies this requirement.

Filing Fee

The annual return fee is set by Companies Office regulations and revised from time to time. The current fee is published at https://www.companiesoffice.govt.nz/all-of-website-search/?query=fees+companies. The fee includes GST. There is a small additional fee for a paper-style certificate of incorporation; the standard annual filing produces a digital confirmation only.

Late filing does not incur a separate “late fee” but, after a period of non-filing, leads to the deregistration process — see below.

Updating Information During the Year

The annual return is the annual confirmation. Changes to company details during the year must be notified separately:

What Happens If You Don’t File

Under Companies Act 1993 s.318(1)(b), the Registrar may remove a company from the register if it fails to file an annual return. The process:

Stage 1 — Reminder

The Companies Office sends multiple email reminders (30 days before, beginning of filing month, end of filing month).

Stage 2 — Notice of intention to remove

If the annual return is not filed by the end of the filing month, and remains unfiled, the Registrar may publish a Notice of Intention to Remove in the New Zealand Gazette and send notice to the registered office.

Stage 3 — Removal

After at least 20 working days from the notice (s.319(2)), the Registrar removes the company from the register. The company ceases to exist (s.328).

Stage 4 — Restoration

A removed company may apply for restoration under s.329 (within 6 years of removal, with consent of all directors and the Crown for any property that vested in the Crown under s.324). Restoration is not automatic and may require a court application under s.331.

The practical lesson: file the annual return on time — it costs less than NZ$60 per year and avoids serious downstream complications.

Common Annual Return Mistakes

Special Cases

Companies in liquidation

A company in liquidation continues to exist but the liquidator handles obligations. Annual returns are typically suspended during liquidation; the liquidator files specific returns under the Companies Act 1993 Part 16.

Inactive companies

A company that has ceased trading but remains registered must still file annual returns. The Companies Office encourages such companies to apply for short-form removal under s.318(1)(d) to clear the register.

Overseas companies registered in NZ

Overseas companies (foreign companies registered as carrying on business in NZ under Pt 18) file an annual return under s.342, with somewhat different requirements (annual financial statements may be required).

Annual Return vs Financial Statements

Most NZ companies are not required to file financial statements with the Companies Office. Financial statement filing applies only to:

• FMC reporting entities (Financial Markets Conduct Act 2013 reporting entities)
• Large companies (s.45 Financial Reporting Act 2013 thresholds)
• Public benefit entities (charities — separate Charities Services regime)
• Subsidiaries of overseas issuers

For a typical small NZ trading company (private, closely held), the annual return is the only annual public-register filing — financial statements are kept internally and submitted only to the Inland Revenue Department for tax purposes.

Practical Annual Return Workflow

1. Diary the filing month — set a calendar reminder 30 days before.
2. Prepare data in advance — verify director addresses, shareholder list, registered office.
3. Login to Companies Office Online.
4. File during the filing month — typically takes 10 minutes.
5. Save the confirmation — for company records.
6. Update internal share register if any changes detected during the review.

Related Compliance

The annual return is one piece of the broader compliance picture. Other annual NZ company obligations include:

• Income tax return (IRD) — financial year-based
• GST returns (1- or 2-monthly, or 6-monthly for small companies) — Goods and Services Tax Act 1985
• AML/CFT customer due diligence updates if the company is a reporting entity
• PAYE returns if the company has employees

The annual return covers only the Companies Office register — it is independent of IRD obligations.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not New Zealand lawyers or licensed immigration advisers.

Sources

• Companies Office hub: https://www.companiesoffice.govt.nz/
• Companies Register transactional portal: https://companies-register.companiesoffice.govt.nz/
• Companies Act 1993: https://www.legislation.govt.nz/act/public/1993/0105/latest/whole.html
• MBIE: https://www.mbie.govt.nz/