PKF International
PKF Poutsma Lemon Limited
PKF Poutsma Lemon Ltd, Keri Keri, New Zealand
Accountants and business advisers

The Companies Amendment Act 2014 has introduced a number of significant changes for New Zealand companies, including the introduction of new requirements for directors. 

By 28 October 2015, all New Zealand companies are required to have at least one director that either lives in New Zealand, or lives in Australia and is a director of a company incorporated in Australia.

All directors of New Zealand companies living in Australia must also indicate if they are a director of an Australian company. If they are, they must provide the ACN number, the name and registered office of that Australian company.

Please ensure that the companies meet these requirements by 28 October 2015; companies that don't comply risk being removed from the register of companies.

More information about this requirement can be found on

the Companies Office website.

Registrar of Companies 




More Consumer Law Reform

The reform will affect many different types of contracts where goods or services are supplied and given the substantial fines that could be imposed on traders, the new legislation does need to be taken seriously. The legislation is in force now.

The following list is not exhaustive but highlights what I think are the most important provisions.



§  Guarantee of acceptable quality - applies to goods delivered to the consumer from the time that the consumer receives the goods.  This means that the consumer can claim remedies from the supplier for delivery damage.  A supplier can seek to contract out of this guarantee in B2B deals, but not where their customers are non traders.

§  Guarantee as to delivery - there is a new guarantee that where the supplier is responsible for delivery or arranging delivery to a consumer, the goods will be delivered within the time agreed or otherwise within a reasonable time.  The consumer can reject the goods for breach if the failure is of a substantial character and/or sue for damages.  The consumer may be awarded damages even if they choose to keep the goods.  Businesses need ensure that promised delivery times are realistic and need to monitor their deliveries.  A supplier can seek to contract out of this guarantee in B2B deals, but not where their customers are non traders.  In the latter case, the supplier would want to ensure that they have recourse under their delivery contracts and/or check their insurance cover.

§  Electricity and Gas - except for non reticulated gas, electricity and gas are no longer goods and are covered by a new specific guarantee as to acceptable quality.  Suppliers will have limited rights of indemnity against providers of line function services.  A supplier can seek to contract out of this guarantee in B2B deals, but not where their customers are non traders. 

§  Collateral Credit Agreements arranged by Suppliers - where the is a collateral credit agreement e.g. supplier sells goods and arranges for the buyer to enter into a finance arrangement with a third party, if the buyer rejects the goods, the supplier can be ordered by the court to pay the financier. This is designed to ensure that where a consumer has the right to reject the goods, they can seek to have the supplier made liable to meet the finance commitments.


§  Unsubstantiated Representations - a trader mustn't make an unsubstantiated representation in trade (unless it's a representation that a reasonable person wouldn't expect to be substantiated).  A representation will be unsubstantiated if the trader didn't have reasonable grounds for making it at the time (doesn't matter if they later could substantiate it).  Where a trader seeks to rely on information, representations etc provided by any supplier or manufacturer further up the line, they will need to show that it was reasonable to rely on them. They may need to make inquiries to satisfy themselves that any reliance would be reasonable. Traders can't contract out of liability for making unsubstantiated representations.

§  Extended Warranties - have to be justified and explained, in accordance with the requirements of the Act. There is a 5 working day cooling off period. On cancellation, the supplier must refund all consideration received for the warranty.

§  Online Auctions including Competitive Tenders - the definition of "auction" is modernised, to include auctions that take place on the internet, on the phone, or by any other means. If the vendor of an auction is selling goods that consumers usually acquire for personal, domestic or household purposes, and the vendor is selling those goods in trade as a supplier, the notice must include that information. 

§  Product Safety – there is a regime dealing with voluntary product recalls, as well as compulsory recalls.

§  Unsolicited Goods - the sender of unsolicited goods must inform the recipient of their rights and obligations, including the fact that the recipient does not have to pay for the goods, and that they must make the goods available for collection by the sender during the period of ten working days after the goods are received.  If the sender does not provide the relevant information to the recipient, or does not collect the goods within 10 days, the goods will be treated as being an unconditional gift to the recipient. Recipients of unsolicited services are not liable to pay for those services (except for reticulated gas and electricity).

§  Layby Sales - from now on, layby sales will be governed by the Fair Trading Act.  The Fair Trading Amendment Act has changed the definition of a 'layby sale' slightly, and has increased the maximum price for purchases that will constitute layby arrangements from $7,500 to $15,000.  Businesses must now provide customers with a clear written agreement, and are required to provide individuals with certain information, including details about the individual's right to cancel the sale. Any cancellation charge must not be more than reasonable costs incurred by the seller.

§  Uninvited Direct Sales (like the old Door to Door Sales) - customers will have 5 days in which they can cancel uninvited direct sales agreements if they are approached by a vendor selling goods or services while they are at home, work or over the telephone.  Any uninvited direct sales agreement must be a clear written agreement, including details such as a description of the product, and the full purchase price. The seller must tell the buyer about their cancellation rights before the contract is entered into.


New Consumer Law in force next year

The Consumer Law Reform Act just passed will replace several existing consumer laws including updated versions of the Fair Trading Act, Consumer Guarantees Act and the Weights and Measures Act.

While some changes will take effect as soon as the Bill receives Royal Assent, the majority of changes that may affect the way businesses operate will come into force six months later.

This will give businesses time to review practices if necessary.

You can read more detail for businesses and consumers on consumer affairs

On 2 December 2013, the ACC Minister, the Hon Judith Collins, announced new Work Account and Earners' Account ACC levies for the levy year which starts on 1 April 2014.

Work Account

2014/15 levy rates    :    average levy per $100 of liable earnings    =        $0.95
2013/14 levy rates    :    average levy per $100 of liable earnings    =        $1.15

Earners' Account

2014/15 levy rates    :    levy per $100 of liable earnings (incl GST)    =    $1.45
2013/14 levy rates    :    levy per $100 of liable earnings (incl GST)    =    $1.70

The new rates will be in place for the levy year which starts on 1 April 2014.


ACC - Cover Plus Update

Did you know that if you have an employee carrying out the day-to-day running of your business then your Personal ACC Classification Rate does not need to be that of your business.  This applies to Cover Plus Extra and Cover Plus clients.

For further information please contact either PKF Poutsma Lemon Limited Kerikeri Office 09 4077142 or Paihia Office 09 4027926.

ACC Update - Latest Rates Update for 2013/2014

1.New rates for 2013/14 have been decided. Whilst the average work rates were decided to stay the same for new levy year, you will find that there are still fluctuations within individual classification units. Some have gone up and others have gone down. You can view the rates on the front page of the acc website and click the 'levy rates for 2013/14 now available" topic...It is at the bottom of the front page on the left. It gives comparisons against the current year. Also the calculators show the new rates on our website. Please don't be confused by the terminology 'indicative rates' on the calculators, these will be the rates for the 2013/14 after 1 April 2013. .

2.Invoicing error: It's been identified that clients with CoverPlus (CP) and CoverPlus Extra (CPX) in the same tax year may not have been invoiced correctly, It is may be that we have used incorrect liable earnings or just did not sent out a reassessment for the 2013 year..ACC is fixing these, and the fix date is for mid February 2013. It is possible to request for a hold on the affected invoices, as you may find the reassessments come out close to due dates. You can contact ACC to request a hold.

3.New Levy Minimum and Maximums for the new financial year are

Self Employed Max $113,167

Self Employed Minimum is $28,080

Employers & Shareholders and Earners account $116,089

CPX maximum will be $92871

CPX minimum will be $22464

Proposed Company Law Changes


Director Residency Requirements

Under likely upcoming changes to New Zealand company law, it is likely that every New Zealand incorporated company must have:

    • a director who lives in New Zealand (doesn't need to be a citizen), or
    • a director who is also a director of a company incorporated in, and who also lives in, a country with which New Zealand has reciprocal enforcement arrangements for low-level fines – initially, this may be limited to Australia i.e. so a director of a company incorporated in New Zealand will satisfy the requirements if they live in Australia. For companies incorporated in New Zealand where no director lives in New Zealand or Australia, a director who meets those requirements will need to be appointed.

Companies that are already incorporated will have 6 months within which to comply with the new requirements. Non-compliance at the end of that period will be grounds for the Registrar to remove the company from the register.

Other requirements - information
Under the likely upcoming changes:

    • in addition to the current requirement to provide their residential address, every director must, at the time of appointment, provide their date and place of birth. This will be held by the Registrar of Companies, but will not be publicly available. Existing directors will need to provide this information in a manner still to be determined by the Registrar;
    • on registration and within 20 working days of any change, every company must disclose the name of any ultimate holding company, the country of registration, the registration number or code (if any) and the address for service. These details will be publicly available. Existing companies will need to provide this information in a manner still to be determined by the Registrar.

There are likely to be penalty provisions for failure to comply with these information requirements.


We look forward to sharing with you our blogs - about the Bay of Islands, about our website, about our firm.


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