A company is sometimes called a “legal person” because it has many of the
rights and obligations of a real person. For example, it can own property,
operate a bank account, sue people, shift to Australia and decide to change
jobs. It can also marry [see amalgamations] and commit suicide [see de-

But the company is nothing like a person of course. It does not exist at all,
except as:
  • a description of it, contained in the Company Registers, and
  • list of its decisions, contained in the Minute Book.

The Company Registers include:
  1. Directors’ Register – the names and addresses of each director
  2. Directors’ shares Register – a record of the company’s shares which the directors have bought and sold
  3. Directors “interests” Registers – two Registers which disclose whether Directors have any “interests” in other companies. [The purpose of these Registers is to disclose whether a Director might have a conflict of interest].
  4. Directors’ Remuneration – which discloses any payments made to the director by the company
  5. Directors’ use of company information – which has to be filled in whenever a director uses company information for his own purposes.
  6. Share Registers – which detail the number and type of shares issued by the company, and whether the issue price has been paid.
  7. Individual shareholders’ Registers – which keep track of each shareholder’s shares.
  8. Address Registers – which record the company’s Registered Office, Postal Address and email address.

You must keep these Registers up to date

As time passes, details of your directors, shareholders and Company
addresses may change. If they do, you must tell the MED [over the internet
at their website www.companies.govt.nz] and you must update your own
Registers. There are penalties and fines for failing to keep your Registers
in order. Fines range up to $10,000 and they are payable by the directors
personally, not by the company

Where do you get the Registers from?

If we register your company, we also supply a full set of Registers, and
instructions on how to keep them updated.
If you have an existing company with no Registers, we can supply them –
see Other Services.

Richard Salisbury